Common use of Uniform Commercial Code Clause in Contracts

Uniform Commercial Code. Agent shall, with respect to the Personal Property, have all the rights, options and remedies of a secured party under the Code, including without limitation, the right to the possession of any such property or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rate.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, Lender shall have all of the rights, options rights and remedies of a secured party under the Codeapplicable Uniform Commercial Code and other applicable Laws. Upon demand by Lender, including without limitationBorrowers shall assemble the Collateral and make it available to Lender, the right at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by Lender with respect to Borrower the Collateral which is sent by regular mail, postage prepaid, to Borrowers at its the address set forth in Section 31 hereof 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to the such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, each Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties and rights constituting Collateral consisting of securities restrict the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential prospective bidders or purchasers as to enter upon their number, nature of business and investment intention, including, without limitation, a requirement that the Premises Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any other office, building or property where the Personal Property or part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease sale or disposition; (v) sell, leaseLender shall have the right to deliver, dispose assign and transfer to the purchaser thereof the Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon any Borrower's premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to Borrower the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at its the address set forth in Section 31 hereof 8.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrowers agree to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties and rights constituting Collateral consisting of securities restrict the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential prospective bidders or purchasers as to enter upon their number, nature of business and investment intention, including, without limitation, a requirement that the Premises Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any other office, building or property where the Personal Property or part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease sale or disposition; (v) sell, leasethe Lender shall have the right to deliver, dispose assign and transfer to the purchaser thereof the Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to Borrower the Collateral that is sent by regular mail, postage prepaid, to the Borrowers at its the address set forth in Section 31 hereof 8.1 (Notices), or such other address of the Borrowers that may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrowers agree to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties and rights constituting Collateral consisting of securities restrict the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential prospective bidders or purchasers as to enter upon their number, nature of business and investment intention, including, without limitation, a requirement that the Premises Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any other office, building or property where the Personal Property or part thereof in a manner that is valid and binding and in conformance with all applicable Laws. Upon any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease sale or disposition; (v) sell, leasethe Lender shall have the right to deliver, dispose assign and transfer to the purchaser thereof the Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. The Agent shall, with respect to the Personal Property, shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Agent, the right Borrower shall assemble the Collateral and make it available to the Agent, at a place designated by the Agent. The Agent or its agents may without notice from time to time enter upon the Borrower's premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at its the address set forth in Section 31 hereof 9.1 of this Agreement, or such other address of the Borrower which may from time to time be shown on the Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Agent may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and rights constituting the Mortgaged Property in order investment intention, including, without limitation, a requirement that the Mortgaged Property, including Persons making such purchases represent and agree to the Personal Property, may be sold as a single parcel if satisfaction of the Agent electsthat they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrower hereby covenants and agrees that if the Agent demands to do or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed cause to be located) done promptly all such acts and things as the Agent may (i) remove request from time to time and as may be necessary to offer and/or sell the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property Securities or any portion thereof; (iii) maintain, repair or store the Personal Property or part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease such sale or disposition; (v) sell, leasethe Agent shall have the right to deliver, dispose assign and transfer to the purchaser thereof the Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at its the address set forth in Section 31 hereof 8.1 (Notices), or such other address of the Borrower which may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and rights constituting the Mortgaged Property in order investment intention, including, without limitation, a requirement that the Mortgaged PropertyPersons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, including for investment, and not with a view to the Personal Property, may be sold as a single parcel if the Agent electsdistribution or resale of any thereof. The Borrower hereby covenants and agrees that if to do or cause to be done promptly all such acts and things as the Agent demands or attempts Lender may request from time to take possession of time and as may be necessary to offer and/or sell the Personal Property securities or any portion part thereof in exercise of its rights a manner which is valid and remedies hereunderbinding and in conformance with all applicable Laws. Upon any such sale or disposition, the Borrower will promptly turn over Lender shall have the right to deliver, assign and deliver possession thereof transfer to the Agent, and purchaser thereof the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon the Borrower's premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at its the address set forth in Section 31 hereof 8.1 (Notices), or such other address of the Borrower which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other governmental department, agency or authority or of any person, or any person, corporation, partnership or other entity having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and rights constituting the Mortgaged Property in order investment intention, including, without limitation, a requirement that the Mortgaged PropertyPersons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, including for investment, and not with a view to the Personal Property, may be sold as a single parcel if the Agent electsdistribution or resale of any thereof. The Borrower hereby covenants and agrees that if to do or cause to be done promptly all such acts and things as the Agent demands or attempts Lender may request from time to take possession of time and as may be necessary to offer and/or sell the Personal Property securities or any portion part thereof in exercise of its rights a manner which is valid and remedies hereunderbinding and in conformance with all applicable Laws. Upon any such sale or disposition, the Borrower will promptly turn over Lender shall have the right to deliver, assign and deliver possession thereof transfer to the Agent, and purchaser thereof the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, (a) This Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal PropertyProperty Collateral”). Mortgagor hereby grants to Mortgagee a security interest in and to all Personal Property Collateral to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all the rights, options and remedies of a secured party under the Code, including without limitation, limitation the right to the possession of any such property or any part thereof, take immediate and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take exclusive possession of the Personal Property Collateral or any portion thereof in part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of its rights and any one or more of the remedies hereunderprovided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where including having the Personal Property or Collateral deemed part of the realty upon any portion thereof may at foreclosure so long as any part of the time be located Secured Indebtedness remains unsatisfied. (or believed c) This Mortgage is intended to be locateda “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth on the Agent may first page hereof. (id) remove The Mortgagor hereby directs that the same therefrom or render Mortgagee shall cause to be recorded in the same inoperable (County in which the Premises are located, as well as with or without removal from the applicable offices of the State, such location); (ii) repair, operate, use or manage financing statements and fixture filings as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateCollateral.

Uniform Commercial Code. Agent shall, Without limitation of Beneficiary's rights of enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party under the Code, including without limitation, the right to the possession of any such property Property Collateral or any part thereofthereof in accordance with the procedures for foreclosure of real estate, Beneficiary may exercise its rights of enforcement with respect to the Personal Property Collateral or any part thereof under the Texas Business and Commerce Code as amended (or under the right Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to or in substitution for those rights and remedies: (1) Beneficiary may enter with legal process any upon Grantor's premises where any such property to take possession of, assemble and collect the Personal Property Collateral or, to the extent and for those items of the Personal Property Collateral permitted under applicable law, to render it unusable; (2) Beneficiary may be found. Any requirement require Grantor to assemble the Personal Property Collateral and make it available at a place Beneficiary designates which is mutually convenient to allow Beneficiary to take possession or dispose of said Code for reasonable notification shall be met by mailing the Personal Property Collateral; (3) written notice mailed to Borrower at its address set forth in Section 31 hereof Grantor as provided herein at least ten five (105) days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the other properties and rights constituting Personal Property Collateral or prior to the Mortgaged Property in order that the Mortgaged Property, including date after which private sale of the Personal PropertyProperty Collateral will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Property under power of sale as provided in paragraph (f) above in this Section 2.2; (5) in the event of a foreclosure sale, may whether made by Trustee under the terms hereof, or under judgment of a court, the Personal Property Collateral and the other Property may, at the option of Beneficiary, be sold as a single parcel if the Agent elects. The Borrower hereby agrees whole; (6) it shall not be necessary that if the Agent demands or attempts to Beneficiary take possession of the Personal Property Collateral or any portion part thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof prior to the Agent, and the Borrower authorizes, time that any sale pursuant to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees provisions of this Section is conducted and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where it shall not be necessary that the Personal Property Collateral or any portion part thereof may be present at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from location of such location)sale; (ii7) repair, operate, use or manage with respect to application of proceeds from disposition of the Personal Property or any portion thereof; (iii) maintainCollateral under Section 5.2 hereof, repair or store the Personal Property or any portion thereof; (iv) view, inspect costs and prepare expenses incident to disposition shall include the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ ' fees and legal expenses incurred by Beneficiary; (8) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Indebtedness or as to the occurrence of any default, or as to Beneficiary having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Beneficiary, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (9) Beneficiary may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Beneficiary, including the Default Ratesending of notices and the conduct of the sale, but in the name and on behalf of Beneficiary.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, (a) Lender shall have all of the rights, options rights and remedies of a secured party under the CodeCode as well as all other rights and remedies available at law or in equity. (b) ▇▇▇▇▇▇▇▇ agrees to deliver to Lender any financing statements, including without limitationas well as extensions, the right renewals and amendments thereof, and to execute and deliver to Lender any reproductions of this Deed of Trust in such form as Lender may require to perfect a security interest with respect to the possession Personal Property. ▇▇▇▇▇▇▇▇ hereby authorizes and empowers ▇▇▇▇▇▇ and irrevocably appoints Lender its agent and attorney-in-fact to file, on ▇▇▇▇▇▇▇▇’s behalf, all financing statements and refilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien, which financing statements may describe the collateral as “all assets” of the debtor or words of similar effect. Borrower shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements as Lender may reasonably require. (c) Except as permitted pursuant to the Loan Agreement, Borrower shall not, without the prior written consent of Lender, sell, assign, transfer, encumber, remove or permit to be removed from the Premises any of the Personal Property. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of any Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest granted herein. (d) To the extent permitted by law, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree that with respect to all items of Personal Property which are or will become fixtures on the Land, this Deed of Trust, upon recording or registration in the real estate records of the proper office, shall constitute a “fixture filing” within the meaning of Sections 9501(a)(1) and 9502(b) and (c) of the Code. ▇▇▇▇▇▇▇▇ is the record owner of the Land. (e) Upon the occurrence and during the continuance of an Event of Default under this Deed of Trust, Lender, pursuant to the appropriate provisions of the Code and subject to other applicable provisions of California law, shall have an option to proceed with respect to both the real property portion of the interest of Borrower in the Premises and the Personal Property in accordance with its rights, powers and remedies with respect to such property real property, in which event the default provisions of the Code shall not apply. Such option shall be revocable by ▇▇▇▇▇▇ as to all or any portion of the Personal Property at any time prior to the sale of the remainder of the interest of Borrower in the Premises. In such event Lender shall designate Trustee to conduct the sale of the Personal Property in combination with the sale of the remainder of the interest of Borrower in the Premises. Should Lender elect to sell the Personal Property or any part thereof, and the right thereof which is real property or which ▇▇▇▇▇▇ has elected to enter with legal process any premises where any such treat as real property or which may be foundsold together with the real property as provided above, Lender or Trustee shall give such notice of default and election to sell as may then be required by law. Any requirement The parties agree that if Lender shall elect to proceed with respect to any portion of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least the Personal Property separately from such real property, ten (10) days prior to notice of the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time shall be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the samereasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and otherwise disposing of the Personal Propertylike incurred by ▇▇▇▇▇▇ shall include, including but not be limited to, reasonable attorneys’ fees fees, costs and legal expenses, and other expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rateby ▇▇▇▇▇▇.

Uniform Commercial Code. Agent shallIf Lessee defaults in paying rent or any other sum due from Lessee to Lessor under this lease, with respect Lessor has a lien on all fixtures, chattels, or other property of any description belonging to the Personal PropertyLessee that are placed in, have all the rights, options and remedies of or become a secured party under the Code, including without limitationpart of, the right premises as security for rent due and to become due for the possession remainder of the current lease term and any other sum Lessee owes Lessor. This lien is not in lieu of, nor in any way affects, the statutory Lessor's lien particularly Section 54.021 of the Texas Property Code; and Lessor's statutory lien and contractual lien shall be considered encumbrances properly fixed on such property for statutory and contractual lien purposes when the Lessee's property is placed on the premises. Exercise of statutory lien shall not waive Lessor's contractual lien; and vice versa. Lessee grants Lessor a security interest in all of ▇▇▇▇▇▇'s property placed in or on the premises for purposes of this contractual lien. This does not prevent ▇▇▇▇▇▇'s selling any part thereofmerchandise in the ordinary course of business free of such ▇▇▇▇▇▇'▇ ▇▇▇▇. If Lessor exercises the option to terminate the leasehold, reenter, and relet the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for as provided in the preceding paragraph and gives Lessee reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts intent to take possession and an opportunity for a hearing on the matter, Lessor may take possession of all of Lessee's property on the premises and sell it at public or private sale after giving Lessee reasonable notice of the Personal Property time and place of any public sale or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed after which any private sale is to be located) made, for cash or on credit, for the prices and the Agent may (i) remove the same therefrom or render the same inoperable (terms that Lessor considers best, with or without removal from such location); (ii) repair, operate, use or manage having the Personal Property or any portion thereof; (iii) maintain, repair or store property present at the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing proceeds of the Personal Propertysale will be applied first to the necessary and proper expense of removing, including reasonable attorneys’ fees storing, and legal expenses incurred in connection therewithselling the property, shall constitute so much additional Debt and shall be payable upon demand with interest at then to the Default Ratepayment of any rent due or to become due under this lease; any balance will paid to Lessee. This Lease is a security agreement for the purposes of the Uniform Commercial Code. Landlord may file a UCC-1 financing statement evidencing the lien granted by this lease.

Uniform Commercial Code. Agent shall, (a) This Second Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and interest in the Personal PropertyProperty Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all the rights, options and remedies of a secured party under the Code, including without limitation, limitation the right to the possession of any such property or any part thereof, take immediate and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take exclusive possession of the Personal Property Collateral or any portion thereof in part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of its rights and any one or more of the remedies hereunderprovided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where including having the Personal Property or Collateral deemed part of the realty upon any portion thereof may at foreclosure so long as any part of the time be located Secured Indebtedness remains unsatisfied. (or believed c) This Second Mortgage is intended to be locateda “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Second Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereof. (d) The Mortgagor hereby directs that the Agent may (i) remove Mortgagee shall cause to be recorded in the same therefrom or render County in which the same inoperable (Premises are located, as well as with or without removal from the applicable offices of the State, such location); (ii) repair, operate, use or manage financing statements and fixture filings as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateCollateral.

Uniform Commercial Code. Agent Mortgagee shall, with respect to the Personal Property, have all the rights, options and remedies of a secured party Mortgagee under the Code, including without limitation, to the extent provided by the Code, the right to the possession of any such property or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said the Code for reasonable notification shall be met by mailing written notice to Borrower Mortgagor at its address set forth in Section 31 17 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent Mortgagee elects. The Borrower Mortgagor hereby agrees that if the Agent Mortgagee demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower ▇▇▇▇▇▇▇▇▇ will promptly turn over and deliver possession thereof to the AgentMortgagee, and the Borrower ▇▇▇▇▇▇▇▇▇ authorizes, to the extent the Borrower may now or hereafter lawfully grant such authoritypermitted by applicable law, the AgentMortgagee, its employees and agents, and potential bidders or purchasers to enter upon the Premises Property or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent Mortgagee may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt Obligations and shall be payable upon demand with interest at the Default Rateto Mortgagee, as applicable.

Uniform Commercial Code. Agent shall(7.1) Borrower and Lender agree that this Leasehold Mortgage shall constitute a security agreement within the meaning of the UCC with respect to all sums on deposit with the Lender with respect to insurance proceeds or the condemnation proceeds to which Borrower is entitled to under the provisions of the Sublease ("Deposits") and with respect to any personal property included in the definition herein of the word "Personal Property", which property may not be deemed to form a part of any property included in the definition herein of the words Land, Improvements or Fixtures or any other property to which the City owns or has a right to or in with respect to the real estate described in Exhibit A or may not constitute a "fixture" within the meaning of the UCC, and all replacements of such Personal Property, substitutions and additions thereto and the proceeds thereof, all such property 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 Lender and the Deposits and all of Borrower’s right, title and interest therein are hereby assigned to Lender, all to secure payment of the Indebtedness and to secure performance by Borrower of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Leasehold Mortgage, Lender, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the Personal Property, have all in which event the rightsdefault provisions of the UCC shall not apply. The parties agree that, options and remedies of a secured party under in the Code, including without limitation, the right event Lender shall elect to proceed with respect to the possession of any such property or any part thereofCollateral separately, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to days’ notice of the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may Collateral shall be sold as a single parcel if the Agent electsreasonable notice. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, holding, preparing for sale, selling and otherwise disposing of the Personal Propertylike incurred by Lender shall include, including but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Lender. Borrower agrees that, without the written consent of Lender, Borrower will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Borrower is not in connection therewithdefault hereunder, shall constitute so much additional Debt and Borrower shall be payable permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the security interest created hereby, and so that the security interest of Lender shall be first in priority, it being expressly understood and agreed that all replacements of the Collateral and any additions to the Collateral shall be and become immediately subject to the security interest of this Leasehold Mortgage and covered hereby. Borrower shall, from time to time, on request of Lender, deliver to Lender an inventory of the Collateral in reasonable detail. Borrower covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Lender otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Borrower shall, upon demand with execute and deliver to Lender such financing statements and other documents in form satisfactory to Lender, and will do all such acts and things as Lender may at anytime, or from time to time, reasonably request or as may be necessary or appropriate to establish and maintain a first perfected security interest at in the Default RateDeposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others. Provided, however, Borrower may grant purchase money security interests to third party lenders for small equipment and office furniture used for the purpose of its corporate business operations. This Leasehold Mortgage also constitutes a financing statement for the purpose of the UCC. For such purpose the name and address of the debtor and the secured party are as set forth below: Name and Address of Debtor: Woodside Racquet Club Management, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Debtor’s Organizational ID Number: 0425925 - Kansas Address of Premises: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Name and Address of Secured Party: Great Western Bank ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ This financing statement covers the Collateral.

Uniform Commercial Code. Agent shallThis Shore Mortgage constitutes a security agreement under the Code and a fixture filing for the purposes of Article 9 of the Code and a security interest shall attach to the Security Interest Property for the benefit of Mortgagee as additional security for the Secured Obligations. Pursuant to Section 32 hereof, Grantor is obligated to make certain filings and re-filings. Grantor also hereby authorizes Mortgagee to file financing and continuation statements with respect to the Personal Security Interest Property without the signature of Grantor and, upon request, Grantor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in the Security Interest Property. Mortgagee shall deliver to Grantor a copy of each such filing promptly after making the same. Upon the occurrence of any Event of Default, Mortgagee shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitation, the right with respect to the possession Security Interest Property, or other applicable law, and all rights and remedies provided for herein and in each other Transaction Document, all of which rights and remedies are cumulative to those provided elsewhere in this Shore Mortgage or otherwise available to Mortgagee. Following the occurrence of any Event of Default, Mortgagee, pursuant to Section 9-501(4) of the Code, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the Code shall not apply. The parties agree that, in the event Mortgagee elects to proceed with respect to the Equipment separately from the Real Property, Grantor will assemble the Equipment (other than those items of Equipment which are affixed to the Improvements and not removable without material damage to such property items or any part thereof, the Improvements) and make the right Equipment available to enter with legal process any premises where any such property may be foundMortgagee at a place or places reasonably convenient to Mortgagee. Any requirement notice of said Code sale, disposition or other intended action by Mortgagee, sent to Grantor at the address of Grantor specified for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof notices herein at least ten fifteen (1015) days prior to such action, shall constitute reasonable notice to Grantor. All replacements, renewals and additions to the sale or other event for which such notice is required. Any such sale may Equipment shall become and be held immediately subject to the security interest herein of Mortgagee and be covered by this Shore Mortgage as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property. Grantor shall, including from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Personal PropertyEquipment in reasonable detail. Grantor warrants and represents that all Equipment now is, may and that all replacements thereof, substitutions therefor and additions thereto, will be, owned by Grantor free and clear of liens, encumbrances or security interests of others prior to or on a parity with the interest herein of Mortgagee other than security interests or leases given to providers of Equipment to finance the purchase of the same and Permitted Encumbrances and Permitted Liens (as defined in the Indenture). Neither the provisions of this Paragraph nor the filing of any separate security agreement or financing statement with respect to Mortgagee's security interest in the Security Interest Property shall be sold construed as in any way derogating or impairing the intention of Grantor and Mortgagee hereto that the Security Interest Property shall, at all times and for all purposes and in all proceedings, both legal and equitable, be regarded as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession part of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Mortgaged Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rate.

Uniform Commercial Code. Agent shall, This Mortgage constitutes a Security Agreement as that term is used in the Code with respect to: (i) all sums at any time on deposit for the benefit of Mortgagee pursuant to any of the provisions of this Mortgage or any of the Loan Documents; and (ii) any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property (including all replacements, additions and substitutions) other than real estate (collectively "Collateral"). For this purpose, the following information is included: (i) Mortgagor shall be deemed the "Debtor" with the address set forth in the Recitals, (ii) Mortgagee shall be deemed the "Secured Party" with the address set forth in the Recitals, (iii) this document covers goods which are or are to become fixtures, (iv) the name of the record owner of the Premises is the Debtor, and (v) the tax identification number of the Debtor is ▇▇-▇▇▇▇▇▇▇. If notice to Mortgagor of intended disposition of such property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given to Mortgagor at least thirty (30) calendar days prior to the Personal date of intended disposition. All of Mortgagor's right, title and interest in the Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness and the performance of all of Mortgagor's obligations. All of the terms, provisions, conditions and agreements contained in this Mortgage apply to the Collateral as fully and to the same extent as to any other property comprising the Property. At any time after an Event of Default has occurred and is continuing, Mortgagee shall have all the rights, options and remedies of a secured party Secured Party under the Code, including without limitation, limitation the right to the take immediate and exclusive possession of any such property the Collateral or any part thereof to the fullest extent permitted by law. The remedies of Mortgagee hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, including having the Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover and include all Leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the Lease terms, as well as any amendments to or replacements of the Leases, together with all of the right, title and interest of the Mortgagor as lessor, including, without limiting the generality of the foregoing, the present and continuing right to: (i) make claim for, collect, receive and receipt for any and all of the Rents, and moneys payable as damages or in lieu of the Rents and moneys payable as the purchase price of the Property or any part thereof or claims for money and other sums of money payable or receivable thereunder howsoever payable; and (ii) bring actions and proceedings thereunder or for the enforcement thereof, and the right to enter with legal process do any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for and all things which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property Mortgagor or any portion thereof in exercise of its rights and remedies hereunder, lessor is or may become entitled to do under the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateLeases.

Uniform Commercial Code. Agent shallThis Mortgage shall be construed as a Mortgage on real property, and it shall also constitute and serve as a Security Agreement on the Personal Property and shall constitute, until the grant of this Mortgage shall terminate, a first and prior pledge and assignment and a first and prior security interest under the Uniform Commercial Code of the State in which the Premises is located (herein called the "Code") with respect to any part of the Premises which may or might now or hereafter be or be deemed to be Personal PropertyProperty or fixtures (all herein called "Collateral"); all of the terms, provisions, conditions and agreements contained in this Mortgage pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Premises; and the following provisions of this Section 18 shall not limit the generality or applicability of any other provisions of this Mortgage but shall be in addition thereto: (a) Mortgagee shall have all the rights, options remedies and recourses with respect to the Collateral afforded a secured party by the Code, now or hereafter in effect, in addition to, and not in limitation of, the other rights, remedies and recourses afforded by the Loan Documents. (b) The Collateral is to be used by the Mortgagor solely for business purposes, being installed upon the Premises for Mortgagor's own use or as the equipment and furnishings furnished by Mortgagor, as landlord, to tenants of the Premises. (c) The Collateral will be kept at the Real Estate and will not be removed therefrom without the consent of the Mortgagee (being the Secured Party as that term is used in the Code) by Mortgagor or any other person; and the Collateral may be affixed to such Real Estate but will not be affixed to any other real estate. (d) The only persons having any interest in the Collateral are the Mortgagor, Mortgagee and any tenants thereof reasonably approved by Mortgagee. (e) No Financing Statement covering any of the Collateral or any proceeds thereof is on file in any public office except pursuant hereto; and Mortgagor will at its own EXHIBIT 10.19 cost and expense, upon demand, furnish to the Mortgagee such further information and will execute and deliver to the Mortgagee such financing statements and other documents in form reasonably satisfactory to the Mortgagee and will do all such acts and things as the Mortgagee may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Indebtedness Hereby Secured, and does hereby authorize Mortgagee to prepare and file financing statements and other documents in form reasonably satisfactory to Mortgagee and to do all such acts and other things as Mortgagee may at any time or from time to time deem reasonably necessary or appropriate to establish and maintain a perfected security interest in the Collateral, subject to no adverse liens or encumbrances, and the Mortgagor will pay the cost of filing the same or filing or recording such financing statements or other documents, and this instrument, in all public offices wherever filing or recording is deemed by the Mortgagee to be necessary or desirable. (f) Upon the occurrence of any Event of Default hereunder (regardless of whether the Code has been enacted in the jurisdiction where rights or remedies are asserted) and at any time thereafter (such Event of Default not having previously been cured), the Mortgagee at its option may declare the Indebtedness Hereby Secured immediately due and payable, all as more fully set forth in Section 19 hereof, and thereupon Mortgagee shall have the remedies of a secured party under the Code, including including, without limitation, the right to the take immediate and exclusive possession of any such property the Collateral, or any part thereof, and for that purpose may, so far as the right to Mortgagor can give authority therefor, with or without judicial process, enter with legal process (if this can be done without breach of the peace) upon any premises where place which the Collateral or any such property part thereof may be found. Any requirement of said Code for reasonable notification situated and remove the same therefrom (provided that if the Collateral is affixed to real estate, such removal shall be met subject to the conditions stated in the Code); and the Mortgagee shall be entitled to hold, maintain, preserve and prepare the Collateral for sale, until disposed of, or may propose to retain the Collateral subject to the Mortgagor's right of redemption in satisfaction of the Mortgagor's obligations as provided in the Code. The Mortgagee without removal may render the Collateral unusable and dispose of the Collateral on the Premises. The Mortgagee may require the Mortgagor to assemble the Collateral and make it available to the Mortgagee for its possession at a place to be designated by mailing written notice Mortgagee which is reasonably convenient to Borrower at its address set forth in Section 31 hereof both parties. The Mortgagee will give at least ten (10) days prior notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by certified mail or equivalent, postage prepaid, to the address of Mortgagor determined as provided in Section 37 hereof, at least ten (10) days before the time of the sale or other event for disposition. The Mortgagee may buy at any public sale, and if the Collateral is a type customarily sold in a recognized market or is of a type which such notice is requiredthe subject of widely distributed standard price quotations, Mortgagee may buy at any private sale. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties Real Estate comprised within the Premises, the Collateral and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may Real Estate to be sold as a single parcel EXHIBIT 10.19 one lot if the Agent Mortgagee so elects. The Borrower hereby agrees that if net proceeds realized upon any such disposition, after deduction for the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, holding, preparing for sale, selling or the like and otherwise disposing of the Personal Property, including reasonable attorneys’ ' fees and legal expenses incurred in connection therewithby Mortgagee, shall constitute be applied toward the Indebtedness Hereby Secured. The Mortgagee will account to the Mortgagor for any surplus realized on such disposition. The Mortgagor will remain liable for any deficiency remaining after any such disposition. (g) The remedies of the Mortgagee hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, including having the Collateral deemed part of the Real Estate upon any foreclosure thereof so much additional Debt long as any part of the Indebtedness Hereby Secured remains unsatisfied. (h) The terms and shall provisions contained in this Section 18 shall, unless the context otherwise requires, have the meanings and be payable upon demand with interest at construed as provided in the Default RateCode.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon the Borrowers' premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to Borrower the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at its the address set forth in Section 31 hereof 8.1 of this Agreement, or such other address of the Borrowers which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other governmental department, agency or authority or of any person, or any person, corporation, partnership or other entity having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, each Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. Each Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties and rights constituting Collateral consisting of securities restrict the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential prospective bidders or purchasers as to enter upon their number, nature of business and investment intention, including, without limitation, a requirement that the Premises Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Each Borrower covenants and agrees to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any other office, building or property where the Personal Property or part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease sale or disposition; (v) sell, leasethe Lender shall have the right to deliver, dispose assign and transfer to the purchaser thereof the Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, This Mortgage constitutes a Security Agreement as that term is used in the Code with respect to: (i) all sums at any time on deposit for the benefit of Mortgagee pursuant to any of the provisions of this Mortgage or any of the Loan Documents; and (ii) any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property (including all replacements, additions and substitutions) other than real estate (collectively "Collateral"). All of Mortgagor's right, title and interest in the Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness and the performance of all of Mortgagor's obligations. All of the terms, provisions, conditions and agreements contained in this Mortgage apply to the Personal Collateral as fully and to the same extent as to any other property comprising the Property. At any time after an Event of Default has occurred and is continuing, Mortgagee shall have all the rights, options and remedies of a secured party Secured Party under the Code, including without limitation, limitation the right to the take immediate and exclusive possession of any such property the Collateral or any part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, including having the Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover and include all Leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the Lease terms, as well as any amendments to or replacements of the Leases, together with all of the right, title and interest of the Mortgagor as lessor, including, without limiting the generality of the foregoing, the present and continuing right to: (i) make claim for, collect, receive and receipt for any and all of the Rents, and moneys payable as damages or in lieu of the Rents and moneys payable as the purchase price of the Property or any part thereof or claims for money and other sums of money payable or receivable thereunder howsoever payable; and (ii) bring actions and proceedings thereunder or for the enforcement thereof, and to enter do any and all things which Mortgagor or any lessor is or may become entitled to do under the Leases. This Mortgage is intended to be a "fixture filing" within the purview of Sections 9-313 and 9-402 of the Code with legal process any premises where any such property respect to the items of Personal Property which are or may be foundbecome fixtures relating to the Premises upon recording of this Mortgage in the real estate records of the proper office. Any requirement The addresses of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address Mortgagor (Debtor) and Mortgagee (Secured Party) are hereinbelow set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rate5.1 hereof.

Uniform Commercial Code. Agent shallThis Mortgage is a "security agreement" and creates a "security interest" in favor of Mortgagee as a "secured party" with respect to all property included in the Security Property which is covered by the Uniform Commercial Code, including but not limited to the Collateral and Intangibles. Upon default under this Mortgage or any other Loan Document, Mortgagee may at its option pursue any and all rights and remedies available to a secured party with respect to any portion of the Security Property so covered by the Uniform Commercial Code, or Mortgagee may at its option proceed as to all or any part of the Security Property in accordance with Mortgagee's rights and remedies in respect of real property to the extent permitted by law. Mortgagor and Mortgagee agree that the mention of any portion of the Security Property in a financing statement filed in the records normally pertaining to personal property shall never derogate from or impair in any way their declared intention that all items of collateral described in this Mortgage are part of the real estate encumbered hereby to the fullest extent permitted by law, regardless of whether any such item is physically attached to the Improvements or whether serial numbers are used for the better identification of certain items of Collateral. Specifically, the mention in any such financing statement of (a) the rights in or the proceeds of any insurance policy, (b) any award in eminent domain proceedings for a taking or for loss of value, (c) Mortgagor's interest as lessor in any present or future Lease or right to income growing out of the use or occupancy of the Land or Improvements, whether pursuant to Lease or otherwise, or (d) any other item included in the definition of the Security Property shall never be construed to alter any of the rights of Mortgagee as determined by this Mortgage or to impugn the priority of Mortgagee's lien and security interest with respect to the Personal Security Book 9117 Pg 1845 (Space reserved for Clerk of Court) Property, have all ; such mention in a financing statement is declared to be for the rights, options and remedies protection of a secured party under Mortgagee in the Codeevent any court shall hold that notice of Mortgagee's priority of interest with respect to any such portion of the Security Property must be filed in the Uniform Commercial Code records in order to be effective against or to take priority over any particular class of persons, including without limitation, the right but not limited to the possession of federal government and any such property subdivision or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale instrumentality of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Ratefederal government.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon any Borrower's premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to Borrower the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at its the address set forth in Section 31 hereof 8.1 of this Agreement, or such other address of the Borrowers which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other governmental department, agency or authority or of any person, or any person, corporation, partnership or other entity having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrowers agree to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties and rights constituting Collateral consisting of securities restrict the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential prospective bidders or purchasers as to enter upon their number, nature of business and investment intention, including, without limitation, a requirement that the Premises Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any other office, building or property where the Personal Property or part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease sale or disposition; (v) sell, leasethe Lender shall have the right to deliver, dispose assign and transfer to the purchaser thereof the Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shall, (a) This Mortgage constitutes a “security agreement” as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and interest in the Personal PropertyProperty Collateral is hereby assigned to Mortgagee to secure the payment of the Obligations. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all the rights, options and remedies of a secured party under the Code, including without limitation, limitation the right to the possession of any such property or any part thereof, take immediate and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take exclusive possession of the Personal Property Collateral or any portion thereof in part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of its rights and any one or more of the remedies hereunderprovided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where including having the Personal Property or Collateral deemed part of the realty upon any portion thereof may at foreclosure so long as any part of the time be located Obligations remain unsatisfied. (or believed c) This Mortgage is intended to be locateda “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth above. (d) The Mortgagor hereby directs that the Agent may (i) remove Mortgagee shall cause to be recorded in the same therefrom or render County in which the same inoperable (Premises are located, as well as with or without removal from the applicable offices of the State, such location); (ii) repair, operate, use or manage financing statements and fixture filings as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateCollateral.

Uniform Commercial Code. Agent shall, (a) This Second Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of ▇▇▇▇▇▇▇▇▇’s right, title and interest in the Personal PropertyProperty Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all the rights, options and remedies of a secured party under the Code, including without limitation, limitation the right to the possession of any such property or any part thereof, take immediate and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take exclusive possession of the Personal Property Collateral or any portion thereof in part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of its rights and any one or more of the remedies hereunderprovided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where including having the Personal Property or Collateral deemed part of the realty upon any portion thereof may at foreclosure so long as any part of the time be located Secured Indebtedness remains unsatisfied. (or believed c) This Second Mortgage is intended to be locateda “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Second Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereof. (d) The Mortgagor hereby directs and authorizes Mortgagee to cause to be recorded in the Agent may (i) remove County in which the same therefrom or render Premises are located, as well as with the same inoperable (with or without removal from applicable offices of the State, such location); (ii) repairfinancing statements, operatefixture filings and other documents, use or manage including amendments and continuations thereof, as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateCollateral.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, (a) Lender shall have all of the rights, options rights and remedies of a secured party under the CodeCode as well as all other rights and remedies available at law or in equity. (b) ▇▇▇▇▇▇▇▇ agrees to deliver to Lender any financing statements, including without limitationas well as extensions, the right to the possession of any such property or any part renewals and amendments thereof, and to execute and deliver to Lender any reproductions of this Deed of Trust in such form as Lender may require to perfect a security interest with respect to the right Personal Property. ▇▇▇▇▇▇▇▇ hereby authorizes and empowers ▇▇▇▇▇▇ and irrevocably appoints Lender its agent and attorney-in-fact to enter file, on ▇▇▇▇▇▇▇▇’s behalf, all financing statements and refilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien, which financing statements may describe the collateral as “all assets” of the debtor or words of similar effect. Borrower shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements as Lender may reasonably require. (c) Except as permitted pursuant to the Loan Agreement, Borrower shall not, without the prior written consent of Lender, sell, assign, transfer, encumber, remove or permit to be removed from the Premises any of the Personal Property. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of any Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, but only upon replacing the same with legal process any premises where any such property may be foundother Personal Property at least equal in value and utility to the disposed Personal Property. Any requirement of said Code for reasonable notification replacement or substituted Personal Property shall be met subject to the security interest granted herein. (d) To the extent permitted by mailing written notice law, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree that with respect to all items of Personal Property which are or will become fixtures on the Land, this Deed of Trust, upon recording or registration in the real estate records of the proper office, shall constitute a “fixture filing” within the meaning of Sections 9501(a)(1) and 9502(b) and (c) of the Code. ▇▇▇▇▇▇▇▇ is the record owner of the Land. (e) Upon the occurrence and during the continuance of an Event of Default under this Deed of Trust, Lender, pursuant to the appropriate provisions of the Code and subject to other applicable provisions of California law, shall have an option to proceed with respect to both the real property portion of the interest of Borrower in the Premises and the Personal Property in accordance with its rights, powers and remedies with respect to such real property, in which event the default provisions of the Code shall not apply. Such option shall be revocable by ▇▇▇▇▇▇ as to all or any portion of the Personal Property at its address set forth in Section 31 hereof at least ten (10) days any time prior to the sale or other of the remainder of the interest of Borrower in the Premises. In such event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure Lender shall designate Trustee to conduct the sale of the other properties and rights constituting the Mortgaged Personal Property in order that combination with the Mortgaged Property, including sale of the Personal Property, may be sold as a single parcel if remainder of the Agent electsinterest of Borrower in the Premises. The Borrower hereby agrees that if the Agent demands or attempts Should Lender elect to take possession of sell the Personal Property or any part thereof which is real property or which ▇▇▇▇▇▇ has elected to treat as real property or which may be sold together with the real property as provided above, Lender or Trustee shall give such notice of default and election to sell as may then be required by law. The parties agree that if Lender shall elect to proceed with respect to any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal separately from such location); real property, ten (ii10) repair, operate, use or manage days’ notice of the sale of the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the sameshall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and otherwise disposing of the Personal Propertylike incurred by ▇▇▇▇▇▇ shall include, including but not be limited to, reasonable attorneys’ fees fees, costs and legal expenses, and other expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rateby ▇▇▇▇▇▇.

Uniform Commercial Code. Agent shall, with respect to the Personal Property, The Lender shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the right Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. The Lender or its agents may without notice from time to time enter upon the Borrower’s premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at its the address set forth in Section 31 hereof 8.1 of this Agreement, or such other address of the Borrower which may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other governmental department, agency or authority or of any person, or any person, corporation, partnership or other entity having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable federal and state Laws. The Lender may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and rights constituting the Mortgaged Property in order investment intention, including, without limitation, a requirement that the Mortgaged PropertyPersons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, including for investment, and not with a view to the Personal Property, may be sold as a single parcel if the Agent electsdistribution or resale of any thereof. The Borrower hereby covenants and agrees that if to do or cause to be done promptly all such acts and things as the Agent demands or attempts Lender may request from time to take possession of time and as may be necessary to offer and/or sell the Personal Property securities or any portion part thereof in exercise of its rights a manner which is valid and remedies hereunderbinding and in conformance with all applicable Laws. Upon any such sale or disposition, the Borrower will promptly turn over Lender shall have the right to deliver, assign and deliver possession thereof transfer to the Agent, and purchaser thereof the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shallTo the extent this Lease grants Landlord any lien or lien rights greater than those provided by the laws of the State governing this Lease, with respect this Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code. In addition to the Personal Propertyrights prescribed in this Lease, Landlord shall have all a lien upon and an interest in Tenant’s property now or hereafter located upon the rightsLeased Premises, options including, but not limited to Tenant’s accounts, receivables, fixtures, machinery, equipment, goods, wares, merchandise, and remedies other personal property for the performance of the obligations of Tenant under this Lease, which grants Landlord a secured party Security Interest, as that term is defined under the said state’s Uniform Commercial Code, including without limitationto secure the payment to Landlord of the various amounts provided in this Lease. Tenant agrees to and shall execute and deliver to Landlord such “Financing Statements” and such further assurances as Landlord may, from time to time, consider necessary to create, perfect and preserve the right to the possession of any such property or any part thereoflien described and all additions, substitutions, replacements and accessions thereto, and the right to enter with legal process any premises where any such property may be found. Any requirement all proceeds of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the or their sale or other disposition. Landlord, at the expense of Tenant, may cause such Financing Statements and assurances to be recorded and re-recorded, filed and re-filed, and renewed or continued, at such times and places as may be required or permitted by law to create, perfect and preserve such liens. In the event Tenant fails to promptly execute and return to Landlord such Financing Statements as Landlord may require to create, preserve and perfect such lien, Tenant shall and does hereby designate Landlord to act as Tenant’s agent for which the sole and limited purpose of executing such notice is requiredFinancing Statements, and any such execution by Landlord pursuant to this Lease shall be effective and binding upon Tenant as though executed by Tenant. Tenant’s designation of Landlord as agent hereunder shall not be subject to revocation during the term hereof. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower statutory lien for ‘rent’ is not hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunderwaived, the Borrower will promptly turn over express contractual lien herein granted being in addition and deliver possession thereof to supplementary thereto. Notwithstanding the Agentforegoing, any Security Interest in Tenant’s accounts, receivables, fixtures, machinery, equipment, goods, wares, merchandise, and the Borrower authorizesother personal property shall be subordinate to any properly perfected lien of Tenant’s trade creditors that is specifically applicable to such accounts, to the extent the Borrower may now or hereafter lawfully grant such authorityreceivables, the Agentfixtures, its employees and agentsmachinery, equipment, goods, wares, merchandise, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Ratepersonal property.

Uniform Commercial Code. Agent shallUpon the occurrence of a default, the ----------------------- Noteholder may exercise its rights of enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party Collateral under the Texas Business and Commerce Code, including without limitation, the right to the possession of any such property or any part thereofas amended, and in conjunction with, in addition to or in substitution for those rights and remedies: (a) the right Noteholder may enter upon the Property to enter with legal process any premises where any such property take possession of, assemble and collect the Collateral or to render it unusable; and (b) the Noteholder may be found. Any requirement require Grantor to assemble the Collateral and make it available at a place the Noteholder designates which is mutually convenient to allow the Noteholder to take possession or dispose of said Code for reasonable notification shall be met by mailing the Collateral; and (c) written notice mailed to Borrower at its address set forth in Section 31 hereof at least ten (10) Grantor as provided herein 10 days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the other properties and rights constituting Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property in order that under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged PropertyProperty under power of sale; and (e) in the event of a foreclosure sale, including whether made by the Personal PropertyTrustee under the terms hereof, may or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of the Noteholder, be sold as a single parcel if whole; and (f) it shall not be necessary that the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to Noteholder take possession of the Personal Property Collateral or any portion part thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof prior to the Agent, and the Borrower authorizes, time that any sale pursuant to the extent provisions of this paragraph is conducted and it shall not be necessary that the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises Collateral or any other office, building or property where the Personal Property or any portion part thereof may be present at the time location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured indebtedness, such proceeds shall be located (or believed applied to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ attorney's fees and legal expenses incurred by the Noteholder; and (h) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the indebtedness or as to the occurrence of any default, or as to the Noteholder having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Noteholder, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (i) the Default RateNoteholder may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Noteholder, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Noteholder.

Uniform Commercial Code. Agent shallBeneficiary may proceed under the UCC as to all or any part of the Personalty, with respect to the Personal Property, have and in conjunction therewith may exercise all of the rights, options remedies and remedies powers of a secured party creditor under the Code, including without limitation, UCC. Upon the right to occurrence and during the possession continuation of any Event of Default, Grantor shall assemble all of the Accessories and make the same available within the Improvements. In connection therewith, Beneficiary may sell any Personalty at public or private sale, at the office of Beneficiary or elsewhere, for cash or credit and upon such property other terms as Beneficiary deems commercially reasonable. Beneficiary may sell any Personalty at one or any part thereofmore sales, and the right security interest granted hereunder shall remain in effect as to enter with legal process any premises where any the unsold portion of the Personalty. Grantor agrees that to the extent permitted by law such property sales may be foundmade without notice. Any requirement of said Code for reasonable notification shall be met If notice is required by mailing written notice to Borrower at its address set forth in Section 31 hereof at least any Legal Requirement, Grantor hereby deems ten (10) days prior advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Personalty is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. Beneficiary shall not be obligated to make any sale of Personalty regardless of notice of sale having been given. Beneficiary may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of Beneficiary, Beneficiary shall have the right to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any ▇▇▇▇ of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by Beneficiary in relation to the sale or other event for which such notice is required. Any such sale may be held as part conclusively relied upon by the purchaser at any sale hereunder. Beneficiary may delegate to any agent the performance of and any acts in conjunction connection with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Propertyhereunder, including the Personal Property, may be sold as a single parcel if sending of notices and the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession conduct of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rate.

Uniform Commercial Code. Agent shallThis Shore Mortgage constitutes a security agreement under the Code and a fixture filing for the purposes of Article 9 of the Code and a security interest shall attach to the Security Interest Property for the benefit of Mortgagee as additional security for the Secured Obligations. Pursuant to Section 32 hereof, Grantor is obligated to make certain filings and re-filings. Grantor also hereby authorizes Mortgagee to file financing and continuation statements with respect to the Personal Security Interest Property without the signature of Grantor and, upon request, Grantor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in the Security Interest Property. Mortgagee shall deliver to Grantor a copy of each such filing promptly after making the same. Upon the occurrence of any Event of Default, Mortgagee shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitation, the right with respect to the possession Security Interest Property, or other applicable law, and all rights and remedies provided for herein and in each other Transaction Document, all of which rights and remedies are cumulative to those provided elsewhere in this Shore Mortgage or otherwise available to Mortgagee. Following the occurrence of any Event of Default, Mortgagee, pursuant to Section 9-501(4) of the Code, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the Code shall not apply. The parties agree that, in the event Mortgagee elects to proceed with respect to the Equipment separately from the Real Property, Grantor will assemble the Equipment (other than those items of Equipment which are affixed to the Improvements and not removable without material damage to such property items or any part thereof, the Improvements) and make the right Equipment available to enter with legal process any premises where any such property may be foundMortgagee at a place or places reasonably convenient to Mortgagee. Any requirement notice of said Code sale, disposition or other intended action by Mortgagee, sent to Grantor at the address of Grantor specified for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof notices herein at least ten fifteen (1015) days prior to such action, shall constitute reasonable notice to Grantor. All replacements, renewals and additions to the sale or other event for which such notice is required. Any such sale may Equipment shall become and be held immediately subject to the security interest herein of Mortgagee and be covered by this Shore Mortgage as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property. Grantor shall, including from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Personal PropertyEquipment in reasonable detail. Grantor warrants and represents that all Equipment now is, may and that all replacements thereof, substitutions therefor and additions thereto, will be, owned by Grantor free and clear of liens, encumbrances or security interests of others prior to or on a parity with the interest herein of Mortgagee other than security interests or leases given to providers of Equipment to finance the purchase of the same and Permitted Encumbrances and Permitted Liens. Neither the provisions of this Paragraph nor the filing of any separate security agreement or financing statement with respect to Mortgagee's security interest in the Security Interest Property shall be sold construed as in any way derogating or impairing the intention of Grantor and Mortgagee hereto that the Security Interest Property shall, at all times and for all purposes and in all proceedings, both legal and equitable, be regarded as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession part of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Mortgaged Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rate.

Uniform Commercial Code. Agent shall, Without limitation of Mortgagee's rights ----------------------- of enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party under the Code, including without limitation, the right to the possession of any such property Collateral or any part thereofthereof in accordance with the procedures for foreclosure of real estate, Mortgagee may exercise its rights of enforcement with respect to the Collateral or any part thereof under the Uniform Commercial Code of Pennsylvania (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to or in substitution for those rights and remedies: (1) Mortgagee may enter upon Mortgagor's premises to take possession of, assemble and collect the right Collateral or, to enter with legal process any premises where any such property the extent and for those items of the Collateral permitted under applicable law, to render it unusable; (2) Mortgagee may be found. Any requirement require Mortgagor to assemble the Collateral and make it available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of said Code for reasonable notification shall be met by mailing the Collateral; (3) written notice mailed to Borrower at its address set forth in Section 31 hereof Mortgagor as provided herein at least ten five (105) days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Property under power of sale as provided in paragraph (c) above in this Section 5.1; (5) in the event of a foreclosure sale, whether made by Mortgagee under the terms hereof, or under judgment of a court, the Collateral and the other properties and rights constituting Property may, at the Mortgaged Property in order that the Mortgaged Propertyoption of Mortgagee, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees whole; (6) it shall not be necessary that if the Agent demands or attempts to Mortgagee take possession of the Personal Property Collateral or any portion part thereof in exercise prior to the time that any sale pursuant to the provisions of its rights this Section is conducted and remedies hereunderit shall not be necessary that the Collateral or any part thereof be present at the location of such sale; (7) with respect to application of proceeds of disposition of the Collateral under Section 5.2 hereof, the Borrower will promptly turn over costs and deliver possession thereof expenses incident to disposition shall include the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ ' fees and legal expenses incurred by Mortgagee; (8) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to Mortgagee's having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Mortgagee, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (9) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the Default Ratesending of notices and the conduct of the sale, but in the name and on behalf of Mortgagee.

Uniform Commercial Code. Agent shallThis Deed of Trust is a "security agreement" and creates a "security interest" in favor of Beneficiary as a "secured party" with respect to all property included in the Collateral which is covered by the Uniform Commercial Code, including but not limited to the Tangible Property and Intangibles. Upon default under this Deed of Trust or any other Loan Document, Beneficiary may at its option pursue any and all rights and remedies available to a secured party with respect to any portion of the Collateral so covered by the Uniform Commercial Code, or Beneficiary may at its option proceed as to all or any part of the Collateral in accordance with Beneficiary's rights and remedies in respect of real property to the extent permitted by law. Grantor and Beneficiary agree that the mention of any portion of the Collateral in a financing statement filed in the records normally pertaining to personal property shall never derogate from or impair in any way their declared intention that all items of collateral described in this Deed of Trust are part of the real estate encumbered hereby to the fullest extent permitted by law, regardless of whether any such item is physically attached to the Improvements or whether serial numbers are used for the better identification of certain items of Tangible Property. Specifically, the mention in any such financing statement of (a) the rights in or the proceeds of any insurance policy, (b) any award in eminent domain proceedings for a taking or for loss of value, (c) Grantor's interest as lessor in any present or future lease or right to income growing out of the use or occupancy of the Mortgaged Property or Improvements, whether pursuant to lease or otherwise, or (d) any other item included in the definition of the Collateral shall never be construed to alter any of the rights of Beneficiary as determined by this Deed of Trust or any other Loan document or to impugn the priority of Beneficiary's lien and security interest with respect to the Personal Property, have all Collateral; such mention in a financing statement is declared to be for the rights, options and remedies protection of a secured party under Beneficiary in the Codeevent any court shall hold that notice of Beneficiary's priority of interest with respect to any such portion of the Collateral must be filed in the Uniform Commercial Code records in order to be effective against or to take priority over any particular class of persons, including without limitation, the right but not limited to the possession of federal government and any such property subdivision or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale instrumentality of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Ratefederal government.

Uniform Commercial Code. Agent shallUpon the occurrence of an Event of Default, Lender may exercise its rights of enforcement under the Uniform Commercial Code with respect to the Personal Property, have all and in conjunction with, in addition to or in substitution for those rights and remedies: (1) Lender may enter upon the rightsProperty to take possession of, options assemble and remedies collect the Personal Property or to render it unusable; (2) Lender may require Borrower to assemble the Personal Property and make it available at a place Lender designates which is mutually convenient to allow Lender to take possession or dispose of a secured party under the Code, including without limitation, the right to the possession of any such property or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing Personal Property; (3) written notice mailed to Borrower at its address set forth in Section 31 hereof at least as provided herein ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the other properties and rights constituting Personal Property or prior to the Mortgaged Property in order that the Mortgaged Property, including date after which private sale of the Personal PropertyProperty will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Personal Property hereunder as is required for such sale of the Property under power of sale; (5) in the event of a foreclosure sale, may whether made by Trustee under the terms hereof, or under judgment of a court, the Personal Property and the remainder of the Property may, at the option of Lender, be sold as a single parcel if the Agent elects. The Borrower hereby agrees whole; (6) it shall not be necessary that if the Agent demands or attempts to Lender take possession of the Personal Property or any portion part thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof prior to the Agent, and the Borrower authorizes, time that any sale pursuant to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees provisions of this paragraph is conducted and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where it shall not be necessary that the Personal Property or any portion part thereof may be present at the time be located location of such sale; (or believed 7) prior to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage application of proceeds of disposition of the Personal Property or any portion thereof; (iii) maintainto the secured indebtedness, repair or store such proceeds shall be applied to the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ fees and legal expenses incurred by Lender; (8) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to non-payment of the indebtedness or as to the occurrence of any Event of Default, or as to Lender having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Lender, shall constitute absent manifest error be taken as conclusive evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (9) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the Default Ratesending of notices and the conduct of sale, but in the name and on behalf of Lender.

Uniform Commercial Code. Agent shall, Without limitation of Mortgagee's rights of ----------------------- enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party under the Code, including without limitation, the right to the possession of any such property Collateral or any part thereofthereof in accordance with the procedures for foreclosure of real estate, Mortgagee may exercise its rights of enforcement with respect to the Collateral or any part thereof under the Uniform Commercial Code as adopted in the State of Illinois, as amended (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to or in substitution for those rights and remedies: (1) Mortgagee may enter upon Mortgagor's premises to take possession of, assemble and collect the right Collateral or, to enter with legal process any premises where any such property the extent and for those items of the Collateral permitted under applicable law, to render it unusable; (2) Mortgagee may be found. Any requirement require Mortgagor to assemble the Collateral and make it available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of said Code for reasonable notification shall be met by mailing the Collateral; (3) written notice mailed to Borrower at its address set forth in Section 31 hereof Mortgagor as provided herein at least ten five (105) days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Property under applicable law; (5) in the event of a foreclosure sale, the Collateral and the other properties and rights constituting Property may, at the Mortgaged Property in order that the Mortgaged Propertyoption of Mortgagee, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees whole; (6) it shall not be necessary that if the Agent demands or attempts to Mortgagee take possession of the Personal Property Collateral or any portion part thereof in exercise prior to the time that any sale pursuant to the provisions of its rights this Section is conducted and remedies hereunderit shall not be necessary that the Collateral or any part thereof be present at the location of such sale; (7) with respect to application of proceeds of disposition of the Collateral under Section 5.2 hereof, the Borrower will promptly turn over costs and deliver possession thereof expenses incident to disposition shall include the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ ' fees and legal expenses incurred by Mortgagee; (8) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the secured indebtedness or as to the occurrence of any Event of Default, or as to Mortgagee having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Mortgagee, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (9) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the Default Ratesending of notices and the conduct of the sale, but in the name and on behalf of Mortgagee.

Uniform Commercial Code. Agent shall, This Mortgage constitutes a Security Agreement as that term is used in the Code with respect to: (i) all sums at any time on deposit for the benefit of the Lender pursuant to any of the provisions of this Mortgage; and (ii) any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property (including all replacements, additions and substitutions) other than real estate (collectively “Collateral”). All of Mortgagor’s right, title and interest in the Collateral is hereby assigned to the Personal Lender to secure the payment of the Secured Indebtedness and the performance of all of Mortgagor’s obligations. All of the terms, provisions, conditions and agreements contained in this Mortgage apply to the Collateral as fully and to the same extent as to any other property comprising the Property. At any time after an Event of Default under this Mortgage has occurred and is continuing, the Lender shall have all the rights, options and remedies of a secured party Secured Party under the Code, including without limitation, limitation the right to the take immediate and exclusive possession of any such property the Collateral or any part thereof, . The remedies of the Lender hereunder are cumulative and the right to enter with legal process exercise of any premises where one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting remedies of the Mortgaged Property in order that the Mortgaged PropertyLender, including having the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession Collateral deemed part of the Personal realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover and include all leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the lease terms, as well as any amendments to or replacements of the leases, together with all of the right, title and interest of the Mortgagor as lessor, including, without limiting the generality of the foregoing, following the occurrence and during the continuance of an Event of Default under this Mortgage, the present and continuing right to: (i) make claim for, collect, receive and receipt for any and all of the rents, and moneys payable as damages or in lieu of the rents and moneys payable as the purchase price of the Property or any portion part thereof in exercise or claims for money and other sums of its rights money payable or receivable thereunder howsoever payable; and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repairbring actions and proceedings thereunder or for the enforcement thereof, operate, use or manage the Personal Property and to do any and all things which Mortgagor or any portion thereof; (iii) maintain, repair lessor is or store may become entitled to do under the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rateleases.

Uniform Commercial Code. Agent shallUpon the occurrence of an Event of Default, Obligee may exercise its rights of enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party Collateral under the Texas Business and Commerce Code, including without limitation, the right to the possession of any such property or any part thereofas amended, and in conjunction with, in addition to or in substitution for those rights and remedies: (a) Obligee may enter upon the right Property to enter with legal process any premises where any such property take possession of, assemble and collect the Collateral or to render it unusable; and (b) Obligee may be found. Any requirement require Grantor to assemble the Collateral and make it available at a place Obligee designates which is mutually convenient to allow Obligee to take possession or dispose of said Code for reasonable notification shall be met by mailing the Collateral; and (c) written notice mailed to Borrower at its address set forth in Section 31 hereof at least ten (10) Grantor as provided herein 10 days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the other properties Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Real Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Real Property under power of sale; and (e) in the event of a foreclosure sale, whether made by the Trustee under the terms hereof, or under judgment of a court, the Collateral and rights constituting the Mortgaged Real Property in order that may, at the Mortgaged Propertyoption of Obligee, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees whole; and (f) it shall not be necessary that if the Agent demands or attempts to Obligee take possession of the Personal Property Collateral or any portion part thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof prior to the Agent, and the Borrower authorizes, time that any sale pursuant to the extent provisions of this Section is conducted and it shall not be necessary that the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises Collateral or any other office, building or property where the Personal Property or any portion part thereof may be present at the time location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured obligations, such proceeds shall be located (or believed applied to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ attorney’s fees and legal expenses incurred by ▇▇▇▇▇▇▇; and (h) any and all statements of fact or other recitals made in connection therewithany bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the obligations or as to the occurrence of any Event of Default, or as to Obligee having declared all of such obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Obligee, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (i) Obligee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Obligee, including the Default Ratesending of notices and the conduct of the sale, but in the name and on behalf of Obligee.

Uniform Commercial Code. Agent shallUpon the occurrence of a default, the Noteholder may exercise its rights of enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party Collateral under the Texas Business and Commerce Code, including without limitation, the right to the possession of any such property or any part thereofas amended, and in conjunction with, in addition to or in substitution for those rights and remedies: (a) the right Noteholder may enter upon the Property to enter with legal process any premises where any such property take possession of, assemble and collect the Collateral or to render it unusable; and (b) the Noteholder may be found. Any requirement require Grantor to assemble the Collateral and make it available at a place the Noteholder designates which is mutually convenient to allow the Noteholder to take possession or dispose of said Code for reasonable notification shall be met by mailing the Collateral; and (c) written notice mailed to Borrower at its address set forth in Section 31 hereof at least ten Grantor as provided herein five (105) days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the other properties and rights constituting Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Properly under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and (e) in order that the event of a foreclosure sale, whether made by the Trustee under the terms hereof, or under judgment of a court, the Collateral and the Mortgaged PropertyProperty may, including at the Personal Propertyoption of the Noteholder, may be sold as a single parcel if whole; and (f) it shall not be necessary that the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to Noteholder take possession of the Personal Property Collateral or any portion part thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof prior to the Agent, and the Borrower authorizes, time that any sale pursuant to the extent provisions of this paragraph is conducted and it shall not be necessary that the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises Collateral or any other office, building or property where the Personal Property or any portion part thereof may be present at the time location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured indebtedness, such proceeds shall be located (or believed applied to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ attorney's fees and legal expenses incurred by the Noteholder; and (h) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the indebtedness or as to the occurrence of any default, or as to the Noteholder having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Noteholder, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (i) the Default RateNoteholder may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Noteholder, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Noteholder.

Uniform Commercial Code. Agent shallIn addition to being a mortgage, this Mortgage is intended to be a security agreement pursuant to the Uniform Commercial Code for any of the items specified herein as part of the “Property” and for any of the items listed on Exhibit B, attached hereto and incorporated by reference herein, which under applicable law may be subject to a security interest pursuant to the Uniform Commercial Code, and Mortgagor hereby grants Mortgagee a security interest in said items, and all substitutions, replacements, replacement parts, additions, repairs, repair parts, accessions and accessories incorporated therein or affixed thereto in which Mortgagor acquires an interest, and the proceeds thereof (sometimes referred to herein collectively as the “Collateral”). The “Collateral” shall be included in the “Property.” Mortgagor agrees that Mortgagee may file this Mortgage, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagor hereby irrevocably authorizes Mortgagee to file any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Mortgagee determines in its sole discretion, to perfect or protect the security interest hereby created with respect to the Personal PropertyCollateral, have or to more fully describe the Collateral. Mortgagor shall pay all the rights, options costs of and remedies expenses (including reasonable expenses of a secured party under the Code, including without limitation, the right counsel and filing fees) relative to the possession preparation and filing of any such property or financing statements and any part extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Signed and acknowledged in the right to enter with legal process any premises where any such property may be found. Any requirement presence of: ▇▇▇’▇ FOOD MART’S, LLC By: /s/ Its STATE OF ) ) ss COUNTY OF ) BE IT REMEMBERED, that on the ____ day of, 2008, the foregoing instrument was acknowledged before me, a Notary Public in and for said County and State, by ____________________, the ____________________________ of ▇▇▇’▇ Food Mart’s, LLC, a Tennessee limited liability company, on behalf of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my notarial seal on the sale or other event for which such notice is requiredday and year last aforesaid. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged PropertyNotary Public My Commission Expires: This instrument prepared by: Winthrop & Weinstine, including the Personal PropertyP.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, the Borrower will promptly turn over and deliver possession thereof to the Agent▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ALL OF MORTGAGOR’S RIGHT, and the Borrower authorizesTITLE, to the extent the Borrower may now or hereafter lawfully grant such authorityINTEREST, the AgentESTATE, its employees and agentsCLAIM AND DEMAND, and potential bidders or purchasers to enter upon the Premises or any other officeEITHER AT LAW OR IN EQUITY, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repairNOW OR HEREAFTER, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rate.IN AND TO:

Uniform Commercial Code. Agent shall, (a) This Deed of Trust constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Trustor’s right, title and interest in the Personal PropertyProperty Collateral is hereby assigned to Beneficiary to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Beneficiary shall have all the rights, options and remedies of a secured party under the Code, including without limitation, the right to the possession of any such property or any part thereof, take immediate and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take exclusive possession of the Personal Property Collateral or any portion thereof in part thereof. The remedies of Beneficiary hereunder are cumulative and the exercise of its rights and any one or more of the remedies hereunderprovided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Beneficiary, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where including having the Personal Property or Collateral deemed part of the realty upon any portion thereof may at foreclosure so long as any part of the time be located Secured Indebtedness remains unsatisfied. (or believed c) This Deed of Trust is intended to be locateda “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Deed of Trust in the real estate records of the proper office. The addresses of Trustor (Debtor) and Beneficiary (Secured Party) are set forth in Section 6.2 hereof. (d) Trustor shall record or cause to be recorded in the Agent may (i) remove County in which the same therefrom Premises are located, as well as with the applicable offices of the State, such financing statements and fixture filings and any and all continuation statements or render other documents or instruments as shall be necessary in order to perfect and preserve the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage priority of Beneficiary’s lien upon the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateCollateral.

Uniform Commercial Code. Agent shallThis Deed of Trust, to the extent that it conveys or otherwise deals with (i) personal property, or (ii) items of personal property which are or may become fixtures, shall also be construed as a security agreement under the Uniform Commercial Code as in effect in the state of Utah (“UCC”), and this Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the county recorder of the county or counties in which the Subject Property, or any portion thereof is located with respect to any and all fixtures included within the Personal term “Subject Property” as used herein and with respect to any personal property that may now be or hereafter become such fixtures. For purposes of the foregoing, Trustor is the debtor and owner of the Subject Property (with its address as set forth above), Beneficiary is the secured party (with its address as set forth below). Trustor grants to Beneficiary a valid and effective first priority security interest in all of Trustor’s right, title and interest in and to all portions of the Subject Property which constitute personal property, together with all replacements, additions, and proceeds. Except for Permitted Encumbrances, Trustor agrees that, without the written consent of Beneficiary and except as otherwise permitted under the Power Purchase Agreement, no other security interest will be created under the provisions of the UCC and no lease having a market value of over $500,000 will be entered into with respect to any goods, fixtures, equipment, appliances, or articles of personal property now attached to or used or to be attached to or used in connection with the Subject Property; provided that any lease entered into by Trustor having a market value of over $50,000 shall constitute Subject Property subject to the security interest under this Deed of Trust. Subject to the cure provisions of section 4 herein, upon Trustor’s failure to perform any of its material obligations under this Deed of Trust or upon the occurrence of a Default under the Power Purchase Agreement, as provided and defined therein, Beneficiary shall have all the rights, options and remedies of a secured party under the CodeUCC and, including without limitationat Beneficiary’s option, may also invoke the right power of sale and all other remedies provided in this Deed of Trust as to the possession personal property and any other items of the Subject Property subject to this security interest. In exercising any such property or remedies, Beneficiary may proceed against the items of Real Estate and any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth other items specified in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held Article 1 as part of the Subject Property separately or together and in conjunction with any foreclosure sale order whatsoever, without in any way affecting the availability of Beneficiary’s remedies under the UCC or of the other properties and rights constituting the Mortgaged Property remedies provided in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession this Deed of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateTrust.

Uniform Commercial Code. Agent shallUpon the occurrence of a default, the Beneficiary may exercise its rights of enforcement with respect to the Personal Property, have all the rights, options and remedies of a secured party Collateral under the Texas Business and Commerce Code, including without limitation, the right to the possession of any such property or any part thereofas amended, and in conjunction with, in addition to or in substitution for those rights and remedies: (a) the right Beneficiary may enter upon the Property to enter with legal process any premises where any such property take possession of, assemble and collect the Collateral or to render it unusable; and (b) the Beneficiary may be found. Any requirement require Grantor to assemble the Collateral and make it available at a place the Beneficiary designates which is mutually convenient to allow the Beneficiary to take possession or dispose of said Code for reasonable notification shall be met by mailing the Collateral; and (c) written notice mailed to Borrower at its address set forth in Section 31 hereof at least Grantor as provided herein ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part date of and in conjunction with any foreclosure public sale of the other properties and rights constituting Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this paragraph, shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property in order that under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged PropertyProperty under power of sale; and (e) in the event of a foreclosure sale, including whether made by the Personal PropertyTrustee under the terms hereof, may or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of the Beneficiary, be sold as a single parcel if whole; and (f) it shall not be necessary that the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to Beneficiary take possession of the Personal Property Collateral or any portion part thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof prior to the Agent, and the Borrower authorizes, time that any sale pursuant to the extent provisions of this paragraph is conducted and it shall not be necessary that the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises Collateral or any other office, building or property where the Personal Property or any portion part thereof may be present at the time location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured indebtedness, such proceeds shall be located (or believed applied to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The reasonable expenses of retaking, selling holding, preparing for sale or lease, selling, leasing and otherwise disposing of the Personal Property, including like and the reasonable attorneys’ attorney’s fees and legal expenses incurred by the Beneficiary; and (h) any and all statements of fact or other recitals made in connection therewithany ▇▇▇▇ of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the indebtedness or as to the occurrence of any default, or as to the Beneficiary having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Beneficiary, shall constitute be taken as prima facie evidence of the truth of the facts so much additional Debt stated and shall be payable upon demand with interest at recited; and (i) the Default RateBeneficiary may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Beneficiary, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Beneficiary.

Uniform Commercial Code. Agent shallWith respect to the assignments set forth in Section IV of this Agreement, this Agreement shall constitute a Security Agreement for the benefit of the Surety and also a Financing Statement, both in accordance with the provisions of the Uniform Commercial Code or similar statute of every jurisdiction wherein such Code or statute is in effect, and may be so used by the Surety without in any way abrogating, restricting or limiting the rights of the Surety under this Agreement, any other agreements between or among the Surety, any Principal or Indemnitor under law, or in equity. A carbon copy, photographic copy or other reproduction of this Agreement shall be sufficient to be, and may be filed as, a Financing Statement or Security Agreement, and the Principal and Indemnitor expressly consent to and authorize such a filing by the Surety. The failure of the Surety to file this Agreement or a copy of this Agreement shall not release or excuse any of the obligations of any Principal or Indemnitor under this Agreement, or otherwise. The Surety may add such schedules to this Agreement as it deems advisable, describing more specifically items of security covered by this Assignment. Notwithstanding the foregoing, the Principal and Indemnitor shall execute and deliver to the Surety, upon its request, such further or additional instruments as may be necessary or desirable in the Surety’s sole and absolute discretion to permit or facilitate either the filing of this Agreement as a Financing Statement or Security Agreement, or the filing of any separate Financing Statement or Security Agreement, based upon this Agreement, in such states, counties, or other places as the Surety may deem necessary or advisable. The Indemnitor acknowledges and agrees that, with respect to the Personal Property, have all the any settlement of a claim against a Bond involving disposition of rights, options and remedies of a secured party remedies, claims or interests arising under the Code, including without limitation, the right or in relation to the possession Bonded Contract, such disposition will conclusively be deemed to have been commercially reasonable so long as the settlement of any such property or any part thereof, and the right to enter claim is otherwise in accordance with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address the standards set forth in Section 31 hereof at least ten (10) days prior this Agreement or otherwise applicable with respect to the sale or other event for which settlement of such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default Rateclaims.

Uniform Commercial Code. Agent shallThis Deed of Trust, to the extent that it conveys or otherwise deals with (i) personal property, or (ii) items of personal property which are or may become fixtures, shall also be construed as a security agreement under the Uniform Commercial Code as in effect in the state of Utah (“UCC”), and this Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the county recorder of the county or counties in which the Subject Property, or any portion thereof is located with respect to any and all fixtures included within the Personal term “Subject Property” as used herein and with respect to any personal property that may now be or hereafter become such fixtures. For purposes of the foregoing, Trustor is the debtor and owner of the Subject Property (with its address as set forth above), Beneficiary is the secured party (with its address as set forth below). Trustor grants to Beneficiary a valid and effective first priority security interest in all of Trustor’s right, title and interest in and to all portions of the Subject Property which constitute personal property, together with all replacements, additions, and proceeds. Except for Permitted Encumbrances, Trustor agrees that, without the written consent of Beneficiary and except as otherwise permitted under the Power Purchase Agreement, no other security interest will be created under the provisions of the UCC and no lease having a market value of over $500,000 will be entered into with respect to any goods, fixtures, equipment, appliances, or articles of personal property now attached to or used or to be attached to or used in connection with the Subject Property; provided that any lease entered into by Trustor having a market value of over $50,000 shall constitute Subject Property subject to the security interest under this Deed of Trust. Subject to the cure provisions of Article 4 herein, upon Trustor’s failure to perform any of its material obligations under this Deed of Trust or upon the occurrence of a Default under the Power Purchase Agreement, as provided and defined therein, Beneficiary shall have all the rights, options and remedies of a secured party under the CodeUCC and, including without limitationat Beneficiary’s option, may also invoke the right power of sale and all other remedies provided in this Deed of Trust as to the possession personal property and any other items of the Subject Property subject to this security interest. In exercising any such remedies, Beneficiary may proceed against the items of Real Estate and any other items of personal property or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth specified in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held Article 1 as part of the Subject Property separately or together and in conjunction with any foreclosure sale order whatsoever, without in any way affecting the availability of Beneficiary’s remedies under the UCC or of the other properties and rights constituting the Mortgaged Property remedies provided in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession this Deed of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateTrust.

Uniform Commercial Code. Agent shall, with respect Subject to the Personal Propertyterms and conditions of the Intercreditor Agreement, the Collateral Agent shall have all of the rights, options rights and remedies of a secured party under the Code, including without limitationapplicable Uniform Commercial Code and other applicable Laws. Upon demand by the Collateral Agent, the right Borrower shall assemble the Collateral and make it available to the Collateral Agent at a place designated by the Collateral Agent. The Collateral Agent, or its agents may without notice from time to time enter upon the Borrower's premises to take possession of any such property the Collateral, to remove it, to render it unusable, to process it or any part thereofotherwise prepare it for sale, and the right or to enter with legal process any premises where any such property may be foundsell or otherwise dispose of it. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by the Collateral Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at its the address set forth in Section 31 hereof 9.1 (Notices), or such other address of the Borrower which may from time to time be shown on the Collateral Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrower. The Collateral Agent may alternatively or additionally give such notice in any other commercially reasonable manner. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other event for which disposition of the Collateral, the Borrower agrees to execute all such notice is required. Any such sale applications and other instruments, and to take all other action, as may be held as required in connection with securing any such consent, approval or authorization. The Borrower recognizes that the Collateral Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Collateral Agent may, therefore, in conjunction its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any foreclosure sale of the other properties Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and rights constituting the Mortgaged Property in order investment intention, including, without limitation, a requirement that the Mortgaged PropertyPersons making such purchases represent and agree to the satisfaction of the Collateral Agent, including that they are purchasing such securities for their account, for investment, and not with a view to the Personal Property, may be sold as a single parcel if the Agent electsdistribution or resale of any thereof. The Borrower hereby covenants and agrees that if to do or cause to be done promptly all such acts and things as the Collateral Agent demands or attempts may request from time to take possession of time and as may be necessary to offer and/or sell the Personal Property Securities or any portion part thereof in exercise of its rights a manner which is valid and remedies hereunderbinding and in conformance with all applicable Laws. Upon any such sale or disposition, the Borrower will promptly turn over Collateral Agent shall have the right to deliver, assign and deliver possession thereof transfer to the Agent, and purchaser thereof the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose Collateral consisting of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute securities so much additional Debt and shall be payable upon demand with interest at the Default Ratesold.

Uniform Commercial Code. Agent shallThis Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the state in which the leased premises are situated and, with respect Lessor, in addition to the Personal Propertyrights prescribed in this Lease, shall have all of the rights, options titles, liens, and remedies of interest in and to Lessee’s property now or hereafter located upon the leased premises which are granted a secured party party, as that term is defined, under the CodeUniform Commercial Code to secure to Lessor payment of all sums due under the full performance of all Lessee’s covenants under this Lease. Lessee will on request execute and deliver to Lessor a financing statement for the purpose of perfecting Lessor’s security interest under this Lease or Lessor may file this Lease or a copy thereof as a financing statement. Unless otherwise provided by law and for the purpose of exercising any right pursuant to this section, including without limitation, the right to the possession of any such property or any part thereof, Lessor and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for Lessee agree that reasonable notification notice shall be met if such notice is given by mailing ten days written notice, certified mail, return receipt requested to Lessor or Lessee at the addresses specified herein. 14. Lessor and his agents have the right at all reasonable times during the term of this lease to enter the leased premises for the purpose of inspecting them and all buildings and improvements thereon, provided a thirty (30) day written notice is given. 15. Should Lessee remain in possession of the leased premises with the consent of Lessor after the expiration of this lease, a new tenancy from month to Borrower month subject to all the other terms and conditions of this lease but which shall be terminable by thirty (30) days written notice served by either Lessor or Lessee on the other party to this lease. 16. Any notice required or permitted by this lease to be given to either party to this lease by the other party hereto shall be in writing and shall be deposited in the United States mail, postage prepaid, by certified mail, return receipts requested, addressed to Lessee at its the address set forth of the leased premises and to Lessor at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Any such notice shall be deemed to have been received as of the earlier of (i) three (3) days after mailing of such notice in Section 31 hereof at least accordance herewith, or (ii) the date of the signed receipt for such notice to such party. From time to time either party hereto may change his address for the purpose of this paragraph by giving written notice of such change to the other party not less than ten (10) days prior advance written notice of such change of address. 17. All rent payable under this lease shall be paid to Lessor at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, unless changed by written notice pursuant to the sale provisions in the paragraph above. 18. Should any litigation be commenced between the parties hereto concerning the leased premises, this lease, or the rights and duties of either party in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such other event for which such notice is required. Any such sale relief as may be held granted, to a reasonable sum as part of and for this attorney’s fees in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent electssuch litigation. 19. The Borrower hereby agrees that if the Agent demands waiver by Lessor of any breach of any provision of this lease shall not constitute a continuing waiver or attempts to take possession a waiver of the Personal Property or any portion thereof in exercise subsequent breach of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the samedifferent provision of this lease. 20. The expenses of retaking, selling and otherwise disposing Time is expressly declared to be of the Personal Propertyessence of this lease. 21. Subject to the provisions of this lease against assignment of the Lessee’s interest hereunder, including reasonable attorneys’ fees all provisions of this lease shall extend to and bind, or inure to the benefit not only of the parties hereto but to each and every one of the heirs, executors, administrators, legal expenses incurred in connection therewithrepresentatives, shall constitute so much additional Debt successors, and shall be payable upon demand with interest at the Default Rateassigns of Lessor or Lessee.

Uniform Commercial Code. Agent shall, (a) This Leasehold Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Leasehold Mortgagor’s right, title and interest in the Personal PropertyProperty Collateral is hereby assigned to Leasehold Mortgagee to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, subject to the Agreement Regarding Lease, Leasehold Mortgagee shall have all the rights, options and remedies of a secured party under the Code, including without limitation, limitation the right to the possession of any such property or any part thereof, take immediate and the right to enter with legal process any premises where any such property may be found. Any requirement of said Code for reasonable notification shall be met by mailing written notice to Borrower at its address set forth in Section 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take exclusive possession of the Personal Property Collateral or any portion thereof in part thereof. The remedies of Leasehold Mortgagee hereunder are cumulative and the exercise of its rights and any one or more of the remedies hereunderprovided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Leasehold Mortgagee, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where including having the Personal Property or Collateral deemed part of the realty upon any portion thereof may at foreclosure so long as any part of the time be located Secured Indebtedness remains unsatisfied. (or believed c) This Leasehold Mortgage is intended to be locateda “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Leased Premises upon recording of this Leasehold Mortgage in the real estate records of the proper office. The addresses of Leasehold Mortgagor (Debtor) and Leasehold Mortgagee (Secured Party) are set forth in Section 5.1 hereof. (d) The Leasehold Mortgagor hereby directs that the Agent may (i) remove Leasehold Mortgagee shall cause to be recorded in the same therefrom or render County in which the same inoperable (Leased Premises are located, as well as with or without removal from the applicable offices of the State, such location); (ii) repair, operate, use or manage financing statements and fixture filings as shall be necessary in order to perfect and preserve the priority of Leasehold Mortgagee’s lien upon the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute so much additional Debt and shall be payable upon demand with interest at the Default RateCollateral.