Common use of Debt and Obligations Secured Clause in Contracts

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligations, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, the term “Debt” shall mean the aggregate of the indebtedness evidenced by the Note in lawful money of the United States of America, interest, default interest, late charges, prepayment premiums and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan (the “Loan”) evidenced by the Note and any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof. Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligations, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, the term “Debt” shall mean the aggregate of the indebtedness evidenced by the Note in lawful money of the United States of America, interest, default interest, late charges, prepayment premiums and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement Instrument and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan (the “Loan”) evidenced by the Note and any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof. Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “Debt” shall mean ”): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, this Security Instrument or the other Loan Other Security Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Other Security Documents (collectively sometimes referred to herein as the “Loan Documents and Documents”); (d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note all sums reasonably advanced and costs and expenses reasonably incurred (including unpaid or which have otherwise been executed or are hereafter executed unreimbursed servicing and special servicing fees) by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note, or the Other Security Documents (collectively, the “Other Obligations”). Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “"Debt” shall mean "): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America, ; b) the payment of interest, default interest, late charges, prepayment premiums and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and Documents; d) the payment of all sums advanced pursuant to this Security Instrument instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (e) the term “Other Obligations” shall mean the obligations performance of each obligation of Borrower (other than the obligation to repay the Debt) r contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan (the “"Loan”') evidenced by the Note (the Note this Security Instrument and such other documents and instruments being hereinafter referred to collectively as the "Loan Documents') and in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofthereof (collectively the "Other Obligations"). Borrower’s 's obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “"Obligations.” " All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “"Debt” shall mean "): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of the indebtedness evidenced by the Idaho Note or the Florida Note is (as each is defined in the Loan Agreement) (the "Other Notes") in lawful money of the United States of America; (c) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, the Other Notes, this Security Instrument or the other Loan Other Security Documents (defined below), ; (d) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, the Other Notes, this Security Instrument or the other Loan Documents and Other Security Documents; (e) the payment of all sums advanced pursuant to this Security Instrument or Other Security Documents to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (f) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed all sums advanced and costs and expenses incurred by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note or the Other Security Documents (collectively, the "Other Obligations"). Borrower’s 's obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “"Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law."

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt Debts and the performance of the Other Obligations, in such order of priority as each Lender may determine in its sole discretion. For purposes hereof, the term “Debt” "Debts" shall mean the aggregate of the indebtedness evidenced by the Note Debentures in favor of each Lender in lawful money of the United States of America, interest, default interest, late charges, prepayment premiums and other sums, as provided in the NoteDebentures, this Security Instrument or the other Loan Documents (defined below), all other moneys agreed or provided to be paid by Borrower in the NoteDebentures, this Security Instrument or the other Loan Documents and all sums advanced by a Lender pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, the term “"Other Obligations” " shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note Debentures and the other Loan Documents (as hereinafter defined). For purposes hereof, (a) the term “"Xxxxxxxx Loan Documents” " shall mean the NoteXxxxxxxx Debenture, this Security Instrument, the Cash Management Agreement Instrument and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note Xxxxxxxx Debenture or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan (the “Loan”) evidenced by the Note Xxxxxxxx Debenture and any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof, (b) the term "Halifax Loan Documents" shall mean the Halifax Debenture, this Security Instrument and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Halifax Debenture or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan evidenced by the Halifax Debenture and any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof and (c) the term "Loan Documents" shall mean the Xxxxxxxx Loan Documents and the Halifax Loan Documents. Borrower’s 's obligations for the payment of the Debt Debts and the performance of the Other Obligations shall be referred to collectively below as the “"Obligations.” " All the covenants, conditions and agreements contained in the Note Debentures and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “"Debt” shall mean "): (a) the aggregate payment of the indebtedness evidenced by the Florida Note (as defined in the Loan Agreement; together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Note"), in lawful money of the United States of America; (b) the payment of the indebtedness evidenced by the North Carolina Note or the Idaho Note is (as each is defined in the Loan Agreement; together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Other Notes") in lawful money of the United States of America; (c) the payment of interest, prepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, the Other Notes, this Security Instrument or the other Loan Other Security Documents (defined below), ; (d) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, the Other Notes, this Security Instrument or the other Loan Documents and Other Security Documents; (e) the payment of all sums advanced pursuant to this Security Instrument or Other Security Documents to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (f) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed all sums advanced and costs and expenses incurred by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note or the Other Security Documents (collectively, the "Other Obligations"). Borrower’s 's obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “"Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law."

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “Debt” shall mean ”): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and (collectively sometimes referred to herein as the “Loan Documents”); (d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note all sums reasonably advanced and costs and expenses reasonably incurred (including unpaid or which have otherwise been executed or are hereafter executed unreimbursed servicing and special servicing fees) by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note, or the other Loan Documents (collectively, the “Other Obligations”). Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “"Debt” shall mean "): (a) the aggregate payment of the indebtedness evidenced by the Note and the Unitel 53 Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, the Unitel 53 Note, this Security Instrument Instrument, the Unitel 53 Mortgage, the Other Security Documents (as defined in Section 3.2) or the other Loan Documents Unitel 53 Security Documents; (defined below), c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, the Unitel 53 Note, this Security Instrument, the Unitel 53 Mortgage, the Other Security Documents or the Unitel 53 Security Documents; (d) the payment of all sums advanced by Lender pursuant to this Security Instrument or the other Loan Documents and all sums advanced pursuant to this Security Instrument Unitel 53 Mortgage to protect and preserve the Property or the property encumbered by the Unitel 53 Mortgage and the lien and the security interest created hereby. For purposes hereof, hereby or thereby; and (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed all sums advanced and costs and expenses incurred by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower or Unitel 53 LLC contained herein and in the Unitel 53 Mortgage and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Unitel 53 Mortgage, the Note, the Unitel 53 Note, the Other Security Documents or the Unitel 53 Security Documents (collectively, the "Other Obligations"). Borrower’s 's obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “"Obligations.” All " Notwithstanding the covenantsforegoing, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of Lender may at any time, at its sole option, amend this Security Instrument to so that it no longer secures the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstandingUnitel 53 Note, the obligations of any person (hereinafter, a “Guarantor” Unitel 53 Mortgage or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this the Unitel 53 Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable lawDocuments.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt (as hereinafter defined) and the performance of the Other ObligationsObligations (as hereinafter defined), in such order of priority as Lender may determine in its sole discretion. For purposes hereof, the term “Debt” shall mean the aggregate of the indebtedness evidenced by the Note in lawful money of the United States of America, interest, default interest, late charges, prepayment premiums and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and all sums advanced , either discretionary or future advances, pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan (the “Loan”) evidenced by the Note and any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof. Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” guarantor under the Guaranty of Recourse Obligations of Borrower or “Indemnitor”) any Guarantor or Indemnitor under any other separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligations, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, the term “Debt” shall mean the aggregate of the indebtedness evidenced by the Note in lawful money of the United States of America, interest, default interest, late charges, prepayment premiums and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement Instrument and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed by Borrower and/or any other person or entity in connection with the loan (the “Loan”) evidenced by the Note and in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof. Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” guarantor under the Guaranty of Recourse Obligations of Borrower or “Indemnitor”) any Guarantor or Indemnitor under any other separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “Debt” shall mean ”): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and Documents; (d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note all sums reasonably advanced and costs and expenses reasonably incurred (including unpaid or which have otherwise been executed or are hereafter executed unreimbursed servicing and special servicing fees) by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note, or the other Loan Documents (collectively, the “Other Obligations”). Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “Obligations.” All As used herein, the covenantsterm “Loan Documents” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Environmental Indemnity (defined below), the Indemnity Agreement (defined below) and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time. The foregoing provisions shall not be deemed to grant Lender the right to apply any payments by Borrower under the Loan Documents, any Rents or other proceeds of the Property, in each case, to any portion of the Debt prior to the date that such portion of the Debt is due and payable pursuant to the terms and conditions and agreements contained in the Note and hereof and/or of the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable lawDocuments.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment and performance of all of the Debt obligations of Mortgagor under the Subsidiary Guaranty (which obligations include, without limitation, the guaranty of the full and timely repayment of the Debts by Ener1 in accordance with the terms of the Debentures) and the performance of the Other Obligations, in such order of priority as Lender each Mortgagee may determine in its sole discretion. For purposes hereof, the term “DebtDebts” shall mean (i) the aggregate of the indebtedness evidenced by the Note Debentures in favor of each Mortgagee in lawful money of the United States of America, interest, default interest, late charges, prepayment premiums and other sums, as provided in the NoteDebentures, this Security Instrument or the other Loan Documents Investment Documents, (defined below), ii) all other moneys agreed or provided to be paid by Borrower in Ener1 pursuant to the Note, this Security Instrument Debentures or the other Loan Documents and Investment Documents, (iii) all sums advanced by Agent or a Mortgagee pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created herebyhereby and (iv) all other moneys agreed or provided to be paid by Mortgagor pursuant to the Subsidiary Guaranty. For purposes hereof, the term “Other Obligations” shall mean the obligations of Borrower Mortgagor (other than the obligation to repay the DebtDebts) contained in this Security Instrument, the Note Debentures and the other Loan Documents (as hereinafter defined)Investment Documents. For purposes hereof, the term “Loan Investment Documents” shall mean the NoteDebentures, this Security Instrument, the Cash Management Agreement Security Agreement, the Subsidiary Guaranty and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note any Debenture or which have otherwise been executed or are hereafter executed by Borrower Ener1, Mortgagor and/or any other person or entity in connection with the loan (the “Loan”) evidenced by the Note Debentures and any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereof. BorrowerMortgagor’s obligations under the Subsidiary Guaranty for the payment of the Debt Debts and the performance of Mortgagor’s obligation to perform the Other Obligations shall be referred to collectively below as the “Obligations.” All the covenants, conditions and agreements contained in the Note Subsidiary Guaranty and the other Loan Investment Documents to which Mortgagor is a party are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “Debt” shall mean ”): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and Documents; (d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note all sums reasonably advanced and costs and expenses reasonably incurred (including unpaid or which have otherwise been executed or are hereafter executed unreimbursed servicing and special servicing fees) by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note, or the other Loan Documents (collectively, the “Other Obligations”). Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth As used herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafterterm “Loan Documents” shall mean, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lendercollectively, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this this Security Instrument, the Note, the Environmental Indemnity (defined below), the Indemnity Agreement (defined below), the Reserve Agreement (defined below) and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time. The foregoing provisions shall not be deemed to grant Lender the right to apply any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of payments by Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under Loan Documents, any separate indemnity Rents or other proceeds of Borrower shall be so securedthe Property, subject in each case, to any portion of the Debt prior to the rights date that such portion of Lender to proceed on an unsecured basis thereunder the Debt is due and payable pursuant to applicable lawthe terms and conditions hereof and/or of the other Loan Documents. As used herein, the term “Reserve Agreement” shall mean that certain Reserve and Security Agreement, dated as of the date hereof, by and between Borrower and Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereof, discretion (the term “Debt” shall mean ”): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and Documents; (d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note all sums reasonably advanced and costs and expenses reasonably incurred (including unpaid or which have otherwise been executed or are hereafter executed unreimbursed servicing and special servicing fees) by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note, or the other Loan Documents (collectively, the “Other Obligations”). Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “Obligations.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth As used herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafterterm “Loan Documents” shall mean, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lendercollectively, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this this Security Instrument, the Note, the Environmental Indemnity (defined below), the Indemnity Agreement (defined below), the Reserve Agreement (defined below) and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time. The foregoing provisions shall not be deemed to grant Lender the right to apply any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of payments by Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under Loan Documents, any separate indemnity Rents or other proceeds of Borrower shall be so securedthe Property, subject in each case, to any portion of the Debt prior to the rights date that such portion of Lender to proceed on an unsecured basis thereunder the Debt is due and payable pursuant to applicable lawthe terms and conditions hereof and/or of the other Loan Documents. As used herein, the term “Reserve Agreement” shall mean that certain Reserve and Security Agreement, dated as of the date hereof, by and between Borrower and Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

Debt and Obligations Secured. This Security Instrument and the grants, assignments and transfers made in Article 1 are given for the purpose of securing the payment of the Debt and the performance of the Other Obligationsfollowing, in such order of priority as Lender may determine in its sole discretion. For purposes hereofdiscretion (collectively, the term “Debt” shall mean "DEBT"): (a) the aggregate payment of the indebtedness evidenced by the Note in lawful money of the United States of America; (b) the payment of interest, interestprepayment premiums, default interest, late charges, prepayment premiums charges and other sums, as provided in the Note, this Security Instrument or the other Loan Documents (defined below), ; (c) the payment of all other moneys agreed or provided to be paid by Borrower in the Note, this Security Instrument or the other Loan Documents and Documents; (d) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the lien and the security interest created hereby. For purposes hereof, ; and (e) the term “Other Obligations” shall mean the obligations of Borrower (other than the obligation to repay the Debt) contained in this Security Instrument, the Note and the other Loan Documents (as hereinafter defined). For purposes hereof, the term “Loan Documents” shall mean the Note, this Security Instrument, the Cash Management Agreement and any other documents or instruments which now or shall hereafter wholly or partially secure or guarantee payment of the Note or which have otherwise been executed or are hereafter executed all sums advanced and costs and expenses incurred by Borrower and/or any other person or entity Lender in connection with the loan (Debt or any part thereof, any renewal, extension, or change of or substitution for the “Loan”) evidenced by Debt or any part thereof, or the Note acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the performance of all other obligations of Borrower contained herein and the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part thereofof this Security Instrument, the Note or the other Loan Documents (collectively, the "OTHER OBLIGATIONS"). Borrower’s 's obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively below herein as the “Obligations"OBLIGATIONS.” All the covenants, conditions and agreements contained in the Note and the other Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Anything to the contrary herein or in any other Loan Document notwithstanding, the obligations of any person (hereinafter, a “Guarantor” or “Indemnitor”) under any separate guaranty or indemnity accepted by Lender, including but not limited to any guaranty of recourse obligations given to Lender as of even date herewith, shall not be secured by this Security Instrument, any separate assignment of leases or assignment of rents, or any other lien encumbering the Property; provided however that the obligations of Borrower under the Environmental Indemnity Agreement (as hereinafter defined) and under any separate indemnity of Borrower shall be so secured, subject to the rights of Lender to proceed on an unsecured basis thereunder pursuant to applicable law."