Common use of Security Agreement and Fixture Filing Clause in Contracts

Security Agreement and Fixture Filing. This Deed constitutes a security agreement under the Uniform Commercial Code as adopted in the State of Utah with respect to the Chattels and such other of the Mortgaged Property which is personal property or which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this end, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the Uniform Commercial Code as adopted in the State of Utah. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels.

Security Agreement and Fixture Filing. (a) This Deed constitutes Mortgage is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code as adopted in the State of Utah with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal property or which are fixtures and not yet realtyso subject to the Uniform Commercial Code being called in this paragraph 27 the "UCC Collateral"). Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this endIf an Event of Default shall occur, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixturesMortgagee, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the Uniform Commercial Code Code, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as adopted in Mortgagee may deem necessary for the State care, protection and preservation of Utahthe UCC Collateral. Upon Beneficiary's request after an Event or demand of DefaultMortgagee, Grantor Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property UCC Collateral and make the same it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor, after an Event of Default, Mortgagor shall pay to Beneficiary Mortgagee on demand, with interest at the Default Rate, demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary Mortgagee in protecting its the interest in the Chattels and such other personal property UCC Collateral and in enforcing its the rights hereunder with respect theretoto the UCC Collateral. Any notice of sale, disposition or other intended action by Beneficiary Mortgagee with respect to the Chattels and such other personal property UCC Collateral sent to Grantor Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action action, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any such sale or dispositiondisposition of the UCC Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as Beneficiary Mortgagee in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattelsproper.

Security Agreement and Fixture Filing. This Deed constitutes of Trust shall also constitute a security agreement and the Trustor hereby pledges and grants to the Beneficiary a security interest in and to all of the Property not constituting real property under the Uniform Commercial Code as adopted in laws of the State of Utah California (“Personal Property”), whether Trustor now or hereafter obtains an interest in such Personal Property and all the proceeds or products thereof, including but not limited to all of those items listed in Exhibit B attached hereto and made a part hereof. Upon any default of the Trustor hereunder, the Beneficiary shall be entitled to exercise with respect to the Chattels and all such other of the Mortgaged Property which is personal property or which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this end, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies set forth herein, in the Loan Agreement, in the Contract of Insurance, in the Regulatory Agreement or otherwise afforded to a secured party in default under the terms of Article 9 of the California Uniform Commercial Code, any or all of which may be pursued and exercised concurrently, consecutively, alternatively or otherwise. The Trustor will execute one or more supplemental security agreements and financing statements as the Beneficiary may from time to time require, covering any property now or hereafter constituting a portion of the Property and otherwise the collateral securing the indebtedness secured hereunder and such financing statements and other and further assurances as the Beneficiary may request to perfect or evidence the security interest herein created (which shall cover all proceeds and products of collateral), including but not limited to, UCC-1 Financing Statements (which shall contain the description of collateral attached as Exhibit B) and UCC Continuation Statements. The Trustor will pay all costs of filing any financing, continuation or termination statements with respect to the Chattels security interest created by this Deed of Trust; and the Beneficiary is hereby appointed the Trustor’s attorney-in-fact to do, at the Beneficiary’s option and at the Trustor’s expense, all acts and things which the Beneficiary may deem necessary to perfect and continue perfected the security interest created by this Deed of Trust and to protect the Property. The Beneficiary may execute, sign, endorse, transfer or deliver, in the name of the Trustor, notes, checks, drafts or other instruments for the payment of money and receipts, certificates of origin, certificates of title, applications for certificates of title, or any other documents necessary to evidence, perfect or realize upon the security interests and secured indebtedness created or secured by this Deed of Trust. This authority shall be considered a power coupled with an interest and shall be irrevocable until all the indebtedness secured hereby shall have been paid in full. This Deed of Trust constitutes a Financing Statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the property is located with respect to any and all Fixtures (as defined by the Uniform Commercial Code), included within the term “Property” as used in this Deed of Trust and with respect to any goods or other Personal Property that may now or hereafter become such other personal property as are Fixtures. The address of the Beneficiary, from which information concerning the security interest granted hereunder may be obtained, is: Office of Statewide Health Planning and Development 000 X Xxxxxx, Xxxxx 000 Sacramento, CA 95811 Attn: Deputy Director Cal-Mortgage Loan Insurance Division California Municipal Finance Authority 0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000 Carlsbad, CA 92011 Attn: Financial Advisor All references in this Deed of Trust to a secured party under the Uniform Commercial Code shall be to the Uniform Commercial Code as adopted in enacted by the State of Utah. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the ChattelsCalifornia.

Security Agreement and Fixture Filing. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Deed constitutes of Trust and included as part of the Collateral which are or may be subject to Division 9 of the U.C.C. as enacted in the State, this Deed of Trust is hereby made, and declared to be a security agreement encumbering each and every item of the Trust Premises now or hereafter owned by the Grantor, and included herein as a part of the Trust Premises, in compliance with the provisions of the U.C.C. as enacted in the State. This Deed of Trust shall also constitute a “fixture filing” under Section 9-502(b) of the U.C.C. of the State, as amended or recodified from time to time, against each and every item of the Trust Premises which is or is to become fixtures. In this respect, the Grantor, as “Debtor”, expressly grants to the Beneficiary, as “Secured Party”, a security interest in and to all of the Grantor’s estate, right, title and interest in, to and under the Uniform Commercial Code Trust Premises, whether now or hereafter owned by the Grantor, which constitutes the personal property and fixtures hereinabove referred to and described in this Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements, and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof, to secure the full, timely and proper payment and performance of the Obligations. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the U.C.C. as adopted enacted in the State against all the Collateral which is or is to become fixtures. Grantor agrees that Beneficiary shall file this Deed of Utah Trust, or a reproduction thereof, in the real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with respect to the Chattels and such other laws of the Mortgaged Property which State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement, and the following information is applicable for the purpose of such fixture filing, to wit: Name and Address of the debtor: Applied Medical Resources Corporation 00000 Xxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attention: Legal Department Name and Address of the secured party: Citibank, N.A., as Administrative Agent 00 Xxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxxx Xxxxx, Vice President Organizational ID Number of Debtor: C1597659 This Financing Statement covers the following types or items of property: The Trust Premises. This instrument covers goods or items of personal property or which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this end, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixtures, (b) this financing statement is to be recorded in fixtures upon the real estate records, (c) property described in Exhibit A attached hereto. The Grantor is the record owner of the Premises Land on which such fixtures are or are to be located. In addition, the Grantor agrees to execute and (d) products deliver to the Beneficiary, upon the Beneficiary’s request, any other security agreement and financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of collateral are also covered. No financing statement covering this Deed of Trust, in such form as the personal property or any portion thereof is on file in any public office, other than financing statements Beneficiary may require to perfect a security interest with respect to obligations assumed said items. The Grantor 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 the Beneficiary may reasonably require. Except as permitted by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof Credit Agreement, without the prior written permission consent of the Beneficiary. In addition , the Grantor shall not create or suffer to be created pursuant to the rights U.C.C. of the State any other security interest in the above-described personal property and remedies granted to Beneficiary by other applicable law or herebyfixtures, including any replacements and additions thereto. Upon the occurrence and during the continuation of an Event of Default, the Beneficiary shall have and shall be entitled to exercise any and all of the rights and remedies (a) as prescribed in this Deed of Trust, (b) as prescribed by applicable law or (c) as prescribed by the specific statutory provisions now or hereafter enacted, and specified in said U.C.C., all at the Beneficiary’s sole election. The Grantor and the Beneficiary agree that the filing of any financing statements in the records normally having to do with respect to the Chattels and such other personal property shall not in any way affect the agreement of the Grantor and the Beneficiary that all of the Trust Premises located in, on, or about, or used, or intended to be used with or in connection with the use, operation or enjoyment of, the Property, which is described or reflected as a fixture in this Deed of Trust, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Property conveyed hereby. The Grantor warrants that the Grantor’s name, identity, and address are granted to a secured party under as set forth herein. The information contained herein is provided in order that this Deed of Trust shall comply with the Uniform Commercial Code requirements of the U.C.C. as adopted enacted in the State for instruments to be filed as financing statements. In accordance with the laws of Utahthe State, this Deed of Trust shall remain effective as a fixture filing until this Deed of Trust is released, or satisfied of record, or its effectiveness otherwise terminates as to the Trust Premises. Upon Beneficiary's request after an Event of Default, The Grantor shall promptly represents and at its expense assemble warrants to the Chattels and such other personal property and make Beneficiary that the same available to Beneficiary at Grantor has a convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its record interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of saleProperty, disposition or other intended action by Beneficiary with respect to the Chattels and extent such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the Property constitutes real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattelsproperty.

Security Agreement and Fixture Filing. This Deed constitutes of Trust shall also constitute a security agreement under and the Uniform Commercial Code as adopted Trustor hereby grants to the Beneficiary a security interest in and to all of its personal property (the State "Personal Property"), whether Trustor now or hereafter obtains an interest in such Personal Property and all the proceeds or products thereof, including but not limited to those items listed in Exhibit B attached hereto and made a part hereof. Upon any default of Utah the Trustor hereunder, the Beneficiary shall be entitled to exercise with respect to the Chattels and all such other of the Mortgaged Property which is personal property or which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this end, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies set forth herein, in the Collateralized Note Indenture or otherwise afforded to a secured party in default under the terms of Article 9 of the California Uniform Commercial Code, any or all of which may be pursued and exercised concurrently, consecutively, alternatively or otherwise. The Trustor will execute one or more supplemental security agreements and financing statements as the Beneficiary may from time to time require, covering any property now or hereafter constituting a portion of the Property and otherwise the collateral securing the indebtedness secured hereunder and such financing statements and other and further assurances as the Beneficiary may request to perfect or evidence the security interest herein created (which shall cover all proceeds and products of collateral) and to particularize and identify the collateral. The Trustor will pay all costs of filing any financing, continuation or termination statements with respect to the Chattels security interest created by this Deed of Trust; and such other personal property as are granted the Beneficiary is hereby appointed the Trustor's attorney-in-fact to a secured party under do, at the Uniform Commercial Code as adopted Beneficiary's option and at the Trustor's expense, all acts and things which the Beneficiary may deem necessary to perfect and continue perfected the security interest created by this Deed of Trust and to protect the Property. The Beneficiary may execute, sign, endorse, transfer or deliver, in the State name of Utah. Upon Beneficiary's request after an Event of Defaultthe Trustor, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantornotes, after an Event of Defaultchecks, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition drafts or other intended action by Beneficiary with respect to instruments for the Chattels payment of money and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds receipts, certificates of any such sale or dispositionorigin, certificates of title, applications for certificates of title, or any part thereofother documents necessary to evidence, may perfect or realize upon the security interests and secured indebtedness created or secured by this Deed of Trust. This authority shall be applied by Beneficiary to the payment of considered a power coupled with an interest and shall be irrevocable until all the indebtedness secured hereby shall have been paid in such order and proportions as Beneficiary full. This Deed of Trust shall also constitute a Uniform Commercial Code financing statement ("Fixture Filing") for all Personal Property including, but not limited to, those items listed in its discretion shall deem appropriate. To the extent Grantor may lawfully do Exhibit B, now or hereafter so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any affixed by or all on behalf of the Chattels at Trustor to the same time and place and after giving the same notices provided in this Deed in connection with Land so that such Personal Property becomes a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattelsfixture.

Security Agreement and Fixture Filing. 22.1 Security Agreement This Deed constitutes of Trust shall be self-operative and shall constitute a security agreement under Security Agreement pursuant to the provisions of the Maryland Uniform Commercial Code as adopted in (the State of Utah "Code") with respect to those items comprising Property that may be subject to a security interest under the Chattels and such other of the Mortgaged Property which is personal property or which are fixtures and not yet realtyCode. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor Grantor, as debtor and Beneficiary debtor, hereby grants Beneficiary, as secured party, a security interest in those items and in all related additions, replacements, substitutions and proceeds, for the purpose of securing the Indebtedness. To this endGxxxxxx hereby agrees to execute and deliver on demand, Grantor acknowledges (a) that this Deed covers goods which are and irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Grantor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than such security agreements, financing statements with respect or other instruments as Beneficiary may require in order to obligations assumed by Grantor in connection with its purchase thereof from Promus Floridacreate, perfect, or continue this security interest. Grantor will not remove shall pay all related filing fees and costs, all reasonable costs and expenses of any record searches (or permit the removal of the collateral or any part thereof without their continuations), as Beneficiary may reasonably require. Without the prior written permission consent of Beneficiary, Grantor shall not create or suffer the creation of any other lien on or security interest in any of the Property subject to the security interest. In addition to Upon Default, Beneficiary shall have the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the Uniform Commercial Code as adopted well as all other rights and remedies available at law or in the State of Utah. Upon equity, and, at Beneficiary's request after an Event option, Beneficiary may also invoke the remedies provided elsewhere in this Deed of Default, Grantor shall promptly Trust as to such property. Gxxxxxx and at its expense assemble Beneficiary agree that the Chattels and such other personal property and make the same available rights granted to Beneficiary at as secured party under this Section 21 are in addition to rather than a convenient place acceptable to limitation on any of Beneficiary. Grantor, after an Event 's other rights under this Deed of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary Trust with respect to the Chattels Personal Property. No failure to mention any item in a financing statement shall limit the scope of Grantor's assignment of any Property, impair the priority of Beneficiary`s lien on any Personal Property, or alter Beneficiary's rights to Insurance Proceeds and such other personal property sent Condemnation Proceeds, except to Grantor the extent that a court holds that mention of the item in accordance the Code records was required in order for Beneficiary's interest to enjoy priority over the interests of third parties. 22.2 Fixture Filing This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of Axxx Arundel County, Maryland with the provisions hereof at least five (5) days prior respect to such action shall constitute reasonable notice to Grantorany and all fixtures comprising Property. The proceeds "debtor" is AIP Properties #3, L.P., a limited partnership organized under Delaware law, the "secured party" is Life Investors Insurance Company of any such sale or dispositionAmerica, or any part thereofa corporation organized under the laws of Iowa, may be applied by Beneficiary to the payment of collateral is as described in Section 22.1 above and the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided granting clauses in this Deed of Trust, and the addresses of the debtor and secured party are the addresses stated in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III Subsection 25.10 of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale Deed of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated Trust for notices to allocate the consideration received as between the Premises and the Chattelssuch parties.

Security Agreement and Fixture Filing. This Deed of Trust constitutes a security agreement under the Uniform Commercial Code as adopted in the State of Utah Security Agreement and Fixture Filing between Trustor and Beneficiary with respect to the Chattels and such other of the Mortgaged Property which is all personal property or in which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute Beneficiary is granted a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this endsecurity interest hereunder, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixturesand, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner cumulative of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, all other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to of Beneficiary by other applicable law or herebyhereunder, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the California Uniform Commercial Code Code. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor to execute and deliver, and if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, fixture filings, continuation statements or other instruments as adopted Beneficiary may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Upon the occurrence of any default hereunder, Beneficiary shall have the right, at its option, to take appropriate steps to cause any of the Property that is personal property and subject to the security interest of Beneficiary hereunder to be sold at any one or more public or private sales as permitted by applicable law, including at a sale held in conjunction with the sale of the Property by Trustee as provided for in this Deed of Trust, and apply the proceeds of such sale against the Indebtedness secured hereby in whatever order Beneficiary shall direct in its absolute discretion, and Beneficiary shall further have all other rights and remedies as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Any person, including both Trustor and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition. Expenses of retaking holding, preparing for sale, selling or the like shall be borne by Trustor and shall include Beneficiary's and Trustee's attorneys' fees and costs together with interest thereon at the Default Rate defined in the State Promissory Notes. Trustor, upon demand of Utah. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same it available to Beneficiary at the Property, a place that is hereby deemed to be reasonably convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demandand Trustor. If notice is required by law, with interest Beneficiary shall give Trustor at least ten (10) days' prior written notice of the Default Ratetime and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition is to be made; and if such notice is sent to Trustor, any as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect theretois reasonable notice to Trustor. Any sale made pursuant to the provisions of this SECTION 2.19 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale under the power of sale granted in SECTION 4.2 hereof upon giving the same notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate personal property hereunder as is required under said SECTION 4.2. Furthermore, in conjunction with, in addition to or in substitution for the rights and improvements described in this Deed and remedies available to Beneficiary pursuant to the Chattels or any part thereof, may be sold separately or together; and that California Uniform Commercial Code: (a) in the event the Premises and the Chattels or any part thereof are sold togetherof a foreclosure sale, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels.whether SWI California Leasehold Deed of Trust

Security Agreement and Fixture Filing. This Deed constitutes a security agreement under the Uniform Commercial Code as adopted in the State of Utah with respect to the Chattels and such other of the Mortgaged Property which is personal property or which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this end, Grantor acknowledges (a) that This Deed of Trust constitutes both a real property mortgage or deed of trust and a "security agreement," within the meaning of the Nevada UCC, and the Trust Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of the Grantor in the Trust Property. The Grantor by executing and delivering this Deed covers goods which are or are of Trust has granted to become fixturesthe Beneficiary, (b) this financing statement is to be recorded as security for the Obligations, a security interest in the real estate recordsUCC Collateral. If an Event of Default shall occur hereunder, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file Beneficiary, in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the Uniform Commercial Code Nevada UCC, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as adopted in the State Beneficiary may deem necessary for the care, protection and preservation of Utahthe UCC Collateral. Upon request or demand of the Beneficiary's request after an Event of Default, the Grantor shall promptly and at its expense assemble the Chattels and such other personal property UCC Collateral and make the same it available to the Beneficiary at a convenient place acceptable to the Beneficiary. Grantor, after an Event of Default, The Grantor shall pay to the Beneficiary on demand, with interest at the Default Rate, demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by the Beneficiary in protecting its interest in the Chattels and such other personal property UCC Collateral and in enforcing its rights hereunder with respect theretoto the UCC Collateral. Any notice of sale, disposition or other intended action by the Beneficiary with respect to the Chattels and such other personal property UCC Collateral sent to the Grantor in accordance with the provisions hereof of this Deed of Trust at least seven (7) days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to the Grantor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Nevada UCC unless objected to in writing by the Grantor within five (5) days prior to after receipt by the Grantor of such action shall constitute reasonable notice to Grantornotice. The proceeds of any such sale or dispositiondisposition of the UCC Collateral, or any part thereof, may be applied by the Beneficiary to the payment of the indebtedness secured hereby Obligations in such order order, priority and proportions as the Beneficiary in its discretion shall deem appropriateproper. To If any change shall occur in the extent Grantor's name, the Grantor may lawfully do so and without limiting any rights and/or privileges herein granted shall promptly cause to be filed at its own expense, new financing statements as required under the Nevada UCC to replace those on file in favor of the Beneficiary, Grantor agrees that Beneficiary and/or Trustee . Conflicts between this Paragraph 28 and any successor Trustee may dispose of any or all provision of the Chattels at Security Agreement of even date herewith between the same time Grantor and place and after giving the same notices provided Beneficiary shall be resolved in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale favor of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the ChattelsSecurity Agreement.

Security Agreement and Fixture Filing. This Deed constitutes Mortgagor and Mortgagee ------------------------------------- agree: (i) that this Mortgage shall constitute a security agreement under Security Agreement within the Uniform Commercial meaning of Article 9 of the Code as adopted in the State of Utah with respect to all sums on deposit with the Chattels Mortgagee pursuant to Section 1.04 hereof ("Deposits") and with respect to any ------------ property included in the definition herein of the word "Personal Property," which property may or may not constitute a "fixture" (within the meaning of Section 9-313 of the Code), and all replacements of such property, substitutions for such property, additions to such property, and the proceeds thereof (said property, replacements, substitutions, additions and the proceeds thereof being sometimes herein collectively referred to as the "Collateral"); and (ii) that a security interest in and to the Collateral and the Deposits is hereby granted to the Mortgagee; and (iii) that the Deposits and all of Mortgagor's right, title and interest therein are hereby assigned to the Mortgagee; all to secure payment of the indebtedness and to secure performance by the Mortgagor of the terms, covenants and provisions hereof. Mortgagor hereby appoints Mortgagee as its attorney-in-fact to execute and file on its behalf any financing statements, continuation statements or other statements in connection therewith which Mortgagee deems necessary or reasonably advisable to preserve and maintain the priority of the lien hereof, or to extend the effectiveness thereof, under the Code or any other laws which may hereafter become applicable. This power, being coupled with an interest, shall be irrevocable so long as any part of the Obligations remains unpaid. Mortgagor shall pay to Mortgagee, from time to time, upon demand, any and all costs and expenses incurred by Mortgagee in connection with the filing of any such statements including, without limitation, reasonable attorneys' fees and all disbursements and such other amounts shall be part of the Mortgaged Property which is personal property or which are fixtures Obligations secured by this Mortgage. Mortgagor and not yet realty. Grantor desires and intends that this Deed Mortgagee also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this endagree, Grantor acknowledges to the extent permitted by law, that: (ai) that this Deed covers all of the goods which described within the definition of the word "Premises" herein are or are to become fixtures, fixtures on the land described in Exhibit A; (bii) this financing statement is to be recorded instrument, upon recording or --------- registration in the real estate recordsrecords of the proper office, shall constitute a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the Code; and (ciii) Grantor Mortgagor is the record owner of the Premises land described in Exhibit A. The --------- addresses of Mortgagor and (d) products of collateral Mortgagee are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the Uniform Commercial Code as adopted in the State of Utah. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed5.09 hereof. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels.------------

Security Agreement and Fixture Filing. This Deed constitutes a security agreement under the Uniform Commercial Code as adopted in the State of Utah with respect to the Chattels and such other of the Mortgaged Property which is personal property or which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this end, Grantor acknowledges (a) that This Deed of Trust constitutes both a real property mortgage or deed of trust and a “security agreement,” within the meaning of the Nevada UCC, and the Trust Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of the Grantor in the Trust Property. The Grantor by executing and delivering this Deed covers goods which are or are of Trust has granted to become fixturesthe Beneficiary, (b) this financing statement is to be recorded as security for the Obligations, a security interest in the real estate recordsUCC Collateral. If an Event of Default shall occur hereunder, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file Beneficiary, in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the Uniform Commercial Code Nevada UCC, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as adopted in the State Beneficiary may deem necessary for the care, protection and preservation of Utahthe UCC Collateral. Upon request or demand of the Beneficiary's request after an Event of Default, the Grantor shall promptly and at its expense assemble the Chattels and such other personal property UCC Collateral and make the same it available to the Beneficiary at a convenient place acceptable to the Beneficiary. Grantor, after an Event of Default, The Grantor shall pay to the Beneficiary on demand, with interest at the Default Rate, demand any and all expenses, including legal expenses and attorneys' ’ fees, incurred or paid by the Beneficiary in protecting its interest in the Chattels and such other personal property UCC Collateral and in enforcing its rights hereunder with respect theretoto the UCC Collateral. Any notice of sale, disposition or other intended action by the Beneficiary with respect to the Chattels and such other personal property UCC Collateral sent to the Grantor in accordance with the provisions hereof of this Deed of Trust at least seven (7) days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to the Grantor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Nevada UCC unless objected to in writing by the Grantor within five (5) days prior to after receipt by the Grantor of such action shall constitute reasonable notice to Grantornotice. The proceeds of any such sale or dispositiondisposition of the UCC Collateral, or any part thereof, may be applied by the Beneficiary to the payment of the indebtedness secured hereby Obligations in such order order, priority and proportions as the Beneficiary in its discretion shall deem appropriateproper. To If any change shall occur in the extent Grantor’s name, the Grantor may lawfully do so and without limiting any rights and/or privileges herein granted shall promptly cause to be filed at its own expense, new financing statements as required under the Nevada UCC to replace those on file in favor of the Beneficiary, Grantor agrees that Beneficiary and/or Trustee . Conflicts between this Paragraph 28 and any successor Trustee may dispose of any or all provision of the Chattels at Security Agreement of even date herewith between the same time Grantor and place and after giving the same notices provided Beneficiary shall be resolved in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale favor of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the ChattelsSecurity Agreement.

Security Agreement and Fixture Filing. This Deed of Trust constitutes a security agreement under the Uniform Commercial Code as adopted in the State of Utah Security Agreement and Fixture Filing between Trustor and Beneficiary with respect to the Chattels and such other of the Mortgaged Property which is all personal property or in which are fixtures and not yet realty. Grantor desires and intends that this Deed also constitute Beneficiary is granted a Fixture Filing between Grantor as debtor and Beneficiary as secured party. To this endsecurity interest hereunder, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixturesand, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner cumulative of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, all other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to of Beneficiary by other applicable law or herebyhereunder, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the California Uniform Commercial Code Code. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor to execute and deliver, and if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, fixture filings, continuation statements or other instruments as adopted Beneficiary may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Upon the occurrence of any default hereunder, Beneficiary shall have the right, at its option, to take appropriate steps to cause any of the Property that is personal property and subject to the security interest of Beneficiary hereunder to be sold at any one or more public or private sales as permitted by applicable law, including at a sale held in conjunction with the sale of the Property by Trustee as provided for in this Deed of Trust, and apply the proceeds of such sale against the Indebtedness secured hereby in whatever order Beneficiary shall direct in its absolute discretion, and Beneficiary shall further have all other rights and remedies as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee. Any person, including both Trustor and Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition. Expenses of retaking holding, preparing for sale, selling or the like shall be borne by Trustor and shall include Beneficiary's and Trustee's attorneys' fees and costs together with interest thereon at the Default Rate defined in the State Promissory Notes. Trustor, upon demand of Utah. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same it available to Beneficiary at the Property, a place that is hereby deemed to be reasonably convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demandand Trustor. If notice is required by law, with interest Beneficiary shall give Trustor at least ten (10) days' prior written notice of the Default Ratetime and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition is to be made; and if such notice is sent to Trustor, any as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect theretois reasonable notice to Trustor. Any sale made pursuant to the provisions of this SECTION 2.19 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale under the power of sale granted in SECTION 4.2 hereof upon giving the same notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate personal property hereunder as is required under said SECTION 4.2. Furthermore, in conjunction with, in addition to or in substitution for the rights and improvements described in this Deed and remedies available to Beneficiary pursuant to the Chattels or any part thereof, may be sold separately or together; and that California Uniform Commercial Code: (a) in the event the Premises and the Chattels or any part thereof are sold togetherof a foreclosure sale, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels.whether SWI CALIFORNIA DEED OF TRUST

Security Agreement and Fixture Filing. This Deed constitutes As additional security, Trustor, as debtor, hereby grants to Beneficiary, as secured party, a continuing security agreement under the Uniform Commercial Code as adopted interest in the State of Utah with respect to the Chattels and such other portion of the Mortgaged Property which is or may be subject to the provisions of the UCC which are applicable to secured transactions, and in any property as to which a security interest can be created or perfected, now existing or hereafter coming into existence, and all substitutions replacements, renewals and additions to and all products and Proceeds of the foregoing (collectively, the “Security Interest Property”). This Deed of Trust is intended to be and shall be effective as a security agreement and “fixture filing” under the UCC or other law applicable to the creation of liens on and security interests in personal property or which are fixtures and not yet realtyfixtures. Grantor desires As further security for the payment and intends that performance of the Loan Obligations, this Deed also of Trust shall constitute a Fixture Filing between Grantor financing statement under the UCC with Trustor, as debtor debtor, and Beneficiary Beneficiary, as secured party. To this endthe extent permitted by law, Grantor acknowledges (a) that Trustor hereby authorizes Beneficiary to file financing and continuation statements necessary to continue the lien of and security interest evidenced by this Deed covers goods which are or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of Beneficiary. In addition to the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies Trust with respect to the Chattels Security Interest Property (and confirms that Beneficiary is a person entitled to file a record, and that Trustor has authorized all such other personal property filings, within the meaning of Section 9-509 of the UCC). The principal places of business and mailing addresses of Trustor, as debtor, and Beneficiary, as secured party, respectively, are granted as set forth on page one hereof. Trustor’s location, for purposes of Section 9-307 of the UCC, is Trustor’s state of incorporation as set forth on page 1 hereof. Information relative to a secured party under the Uniform Commercial Code as adopted in the State of Utah. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable security interest created hereby may be obtained by application to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels.

Security Agreement and Fixture Filing. 20.1. SECURITY AGREEMENT This Deed constitutes Mortgage shall be self-operative and shall constitute a security agreement under Security Agreement pursuant to the Uniform Commercial provisions of the Code as adopted in the State of Utah with respect to those items comprising Property that may be subject to a security interest under the Chattels and such other of the Mortgaged Property which is personal property or which are fixtures and not yet realtyCode. Grantor desires and intends that this Deed also constitute a Fixture Filing between Grantor Mortgagor, as debtor and Beneficiary debtor, hereby grants Mortgagee, as secured party, a security interest in those items and in all related additions, replacements, substitutions and proceeds, for the purpose of securing the Indebtedness. To this endMortgagor hereby agrees to execute and deliver on demand, Grantor acknowledges (a) that this Deed covers goods which are and irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than such security agreements, financing statements with respect or other instruments as Mortgagee may reasonably require in order to obligations assumed by Grantor in connection with its purchase thereof from Promus Floridacreate, perfect, or continue this security interest. Grantor will not remove Mortgagor shall pay all related filing fees and costs, all reasonable costs and expenses of any record searches (or permit the removal of the collateral or any part thereof without their continuations), as Mortgagee may reasonably require. Without the prior written permission consent of BeneficiaryMortgagee, Mortgagor shall not create or suffer the creation of any other lien on or security interest in any of the Property subject to the security interest. In addition to Upon Default, Mortgagee shall have the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the Uniform Commercial Code as adopted well as all other rights and remedies available at law or in equity, and, at Mortgagee's option, Mortgagee may also invoke the State remedies provided elsewhere in this Mortgage as to such property. Mortgagor and Mortgagee agree that the rights granted to Mortgagee as secured party under this Section 21 are in addition to rather than a limitation on any of Utah. Upon BeneficiaryMortgagee's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary under this Mortgage with respect to the Chattels and such other personal property sent Personal Property. No failure to Grantor mention any item in accordance with a financing statement shall limit the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. The proceeds scope of Mortgagor's assignment of any such sale or dispositionProperty, impair the priority of Mortgagee`s lien on any Personal Property, or any part thereof, may be applied by Beneficiary alter Mortgagee's rights to the payment of the indebtedness secured hereby in such order Insurance Proceeds and proportions as Beneficiary in its discretion shall deem appropriate. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the ChattelsCondemnation Proceeds.

Security Agreement and Fixture Filing. This Deed constitutes a security agreement agreement, with Grantor as the "debtor" and Beneficiary as the "secured party", under the Uniform Commercial Code as adopted and applicable in the State of Utah Colorado (hereinafter, the "Uniform Commercial Code") with respect to the Chattels and such other of the Mortgaged Property which is personal property or which are fixtures and not yet realty. , and Grantor desires and intends that this Deed also constitute hereby grants a Fixture Filing between Grantor as debtor and security interest to Beneficiary as secured party. To this end, Grantor acknowledges (a) that this Deed covers goods which are or are to become fixtures, (b) this financing statement is to be recorded in the real estate records, (c) Grantor is the record owner such portions of the Premises and (d) products of collateral are also covered. No financing statement covering the personal property or any portion thereof is on file in any public office, other than financing statements with respect to obligations assumed by Grantor in connection with its purchase thereof from Promus Florida. Grantor will not remove or permit the removal of the collateral or any part thereof without the prior written permission of BeneficiaryMortgaged Property. In addition to the rights and remedies granted to Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the Uniform Commercial Code as adopted in Code, including, without limitation, taking possession of, holding and selling the State Chattels and such other personal property. Grantor will execute and deliver to Beneficiary all financing statements that may from time to time be required by Beneficiary to establish and maintain the validity and priority of Utahthe security interest of Beneficiary, or any modification thereof, and pay all costs and expenses of any searches reasonably required by Beneficiary. Upon Beneficiary's request after an Event of Default, Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor, after an Event of Default, shall pay to Beneficiary on demand, with interest at the Default Rate, any and all expenses, including attorneys' fees, incurred by Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Grantor. Any requirement for reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition is to be made, will be satisfied by Beneficiary's giving of such notice to Grantor at least five (5) days prior to the time of any public sale or the time after which any private sale or other intended disposition is to be made. The proceeds of any such sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Beneficiary in its discretion shall deem appropriate. Notwithstanding the foregoing, Beneficiary may, at its option, dispose of such property in accordance with Beneficiary's rights and remedies with respect to the real property pursuant to the provisions of this Deed, in lieu of proceeding under the Uniform Commercial Code. Some of the items of Mortgaged Property described herein are goods that are or are to become fixtures related to the real estate described herein, and it is intended that, as to those goods, this Deed shall be effective as a financing statement filed as a fixture filing from the date of its filing for record in the real estate records of the county in which the Premises is situated. To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, or III of this Deed. In this connection, Grantor agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and improvements described in this Deed and the Chattels or any part thereof, may be sold separately or together; and that in the event the Premises and the Chattels or any part thereof are sold together, Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels.