Common use of Secured Indebtedness Clause in Contracts

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement (hereafter called this "Mortgage") is made to secure and enforce the payment of: (a) the obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter collectively called the "Note", and UBS and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "Beneficiary"; and (b) all indebtedness incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called the "Loan Agreement") dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof. The indebtedness referred to in this Paragraph -is hereinafter sometimes called the "secured indebtedness" or the "indebtedness secured hereby.""

Secured Indebtedness. This Deed of TrustBorrower, Mortgage and Security Agreement any Guarantor, hereby acknowledge and agree that the indebtedness evidenced by the Notes (hereafter called this the "MortgageSecured Indebtedness") is made shall include, in addition to secure the Notes and enforce the payment of: other indebtedness described herein, all other indebtedness, liabilities and obligations now owing or which may hereafter be owing by Borrower or any Guarantor to Bank, however, incurred, including, but without limiting the generality of the foregoing, (a) the obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), together with interest at the rate or rates therein provided, both principal and interest being payable as therein provided any and all amounts remaining unpaid thereon being finally due extensions, amendments, modifications, consolidations and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, renewals thereof in whole or in part, being hereinafter collectively called (b) any indebtedness, liability or obligation of Borrower or any Guarantor, to Bank under any loan or other financial arrangement made by Bank or any Guarantor on or prior to the "Note"date hereof and any and all extensions, amendments, modifications, consolidations and renewals thereof in whole or in part, (c) any indebtedness, liability or obligation of Borrower or any Guarantor to Bank under any later or future advances made by Bank to Borrower or any Guarantor, and UBS any and all subsequent holders extensions, amendments, modifications, consolidations, renewals thereof in whole or in party, (d) any and all future or additional indebtedness, liabilities or obligations of Borrower or any Guarantor to Bank whatsoever, however arising, whether existing as of the Note date hereof, or hereafter arising, whether arising as a loan, lease, line of credit, letter of credit, or other type of financing, and whether direct, indirect, absolute, or contingent, as maker, endorser, guarantor, surety or otherwise, whether individually or jointly with any other third party or parties, and whether evidenced by, arising out of or relating to, a promissory note, bill of exchange, check, draft, bond, letter of credit, guaranty agrxxxxnt or otherwise, and any and all renewals, modifications, amendments, consolidations and extensions thereof in whole or in part; and (e) all obligations incurred by Borrower and Guarantor under any agreement between Borrower and/or Guarantor and Bank or any part thereof affiliate of Bank now existing or hereafter entered into, which provides for an interest rate, currency, equity, credit or commodity swap, cap, floor or collar, spot or forward foreign exchange transaction, cross currency rate swap, currency option, any interest therein combination of, or option with respect to, any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "Beneficiary"; and (b) all indebtedness incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called the "Loan Agreement") dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) foregoing or any other instrument now similar transactions, for the purpose of hedging Borrower and/or Guarantor's exposure to fluctuations in interest rates, exchange rates, currency, stock, portfolio or hereafter evidencing, governing loan valuations or securing the above described indebtedness commodity prices (including any such or similar agreement or transaction entered into by Bank or any part affiliate thereof in connection with any other agreement or transaction between Borrower and/or Guarantor and Bank or any affiliate thereof. The indebtedness referred to in this Paragraph -is hereinafter sometimes called the "secured indebtedness" or the "indebtedness secured hereby).""

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement and Assignment of Rents and Leases (hereafter called this the "MortgageMORTGAGE") is made to secure and enforce the payment ofof the following promissory note, obligations, indebtedness and liabilities: (a) one certain promissory note of even date herewith in the obligationsoriginal principal amount of EIGHT MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($8,500,000.00), indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, Grantor and payable to the order of LaSalle National BankINDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, as Trustee for UBS Mortgage FinanceINC., Inc. ("UBS")whose address is P. O. Box 2387, Fort Worth, Texas 76113, with interest at the rate or rates therein provided, both principal and interest being payable as therein provided provided, and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's feesattorneys' fees (such promissory note and all modifications, increases, renewals or extensions thereof, in whole or in part, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter are collectively called referred to herein as the "NoteNOTE", and UBS said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (Indebtedness, as hereinafter defined) being hereinafter called the , are collectively referred to herein as "BeneficiaryNOTEHOLDER"); and (b) all indebtedness future loans and advances made by Noteholder to Grantor and all other indebtedness, obligations and liabilities of every kind and character of Grantor now or hereafter existing in favor of Noteholder, including, without limitation, all those incurred or arising pursuant to the provisions of this Mortgage or any other instrument, document or agreement, whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether originally payable to Noteholder or to a third party and subsequently acquired by Noteholder and whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to Noteholder in further sum or sums. The indebtedness, obligations, and liabilities referred to in this Paragraph are hereinafter collectively referred to as the "INDEBTEDNESS." This Mortgage, that certain Amended and Restated the Note, the Loan Agreement (as hereinafter called the "Loan Agreement"defined) dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) or any other instrument instruments, documents and agreements now or hereafter evidencing, governing or securing securing, governing, guaranteeing and/or pertaining to the above described indebtedness Indebtedness or any part thereof. The indebtedness thereof are hereinafter collectively referred to in this Paragraph -is hereinafter sometimes called as the "secured indebtedness" or the "indebtedness secured herebyLOAN DOCUMENTS.""

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement (hereafter called this "Mortgage") is made to secure and enforce the payment of: (a) and performance of the following agreements, promissory notes, obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's feesliabilities, and all other notes given in substitution therefor renewals, extensions, supplements, increases, modifications, amendments or in modification, increase, renewal or extension restatements thereof, in whole or in part, being hereinafter collectively called from time to time (collectively, the "NoteSecured Indebtedness"): (a) the Guaranty, and UBS all of Grantor's obligations and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "Beneficiary"; indebtedness thereunder, and (b) each and all of the following: (i) each and all of the Notes, and any and all other promissory notes given in substitution thereof or in modification, supplement, increase, renewal, extension or restatement thereof, in whole or in part; (ii) all Obligations (as defined by the Credit Agreement) and all renewals, extensions, modifications, amendments, increases or novations thereof; (iii) all obligations and indebtedness for reimbursement, costs and expenses in respect of letters of credit, if any, at any time issued by the Issuing Bank or any of its affiliates for the benefit of Grantor or Borrower; (iv) all other indebtedness and other obligations owed to Administrative Lender or Lenders by Guarantors, Grantor, Borrower or any Subsidiary of Borrower, now or hereafter incurred or arising pursuant to or permitted by the provisions of the Notes, the Credit Agreement, this Mortgage, that certain Amended and Restated or any of the other Loan Agreement (hereinafter called the "Loan Agreement") dated as of December 2Papers, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) or any other instrument document now or hereafter evidencing, governing governing, guaranteeing, securing or securing otherwise executed in connection therewith, including but not limited to any loan or financing agreement, tri-party financing agreement or other agreement between Grantor, Borrower or any Subsidiary of Borrower and Administrative Lender or Lenders, or among Grantor, Borrower or any Subsidiary of Borrower and/or Administrative Lender or Lenders and any other party or parties, pertaining to the above described repayment or use of the proceeds of the Revolving Credit Advances evidenced by the Notes and the Credit Agreement; and (v) all other loans and any future loans made by Administrative Lender or Lenders to Grantor, Borrower or any Subsidiary of Borrower, and all other debts, obligations and liabilities of Grantor, Borrower or any Subsidiary of Borrower of every kind and character now or hereafter existing in favor of Administrative Lender or Lenders, whether direct or indirect, primary or secondary, joint or several, fixed or contingent, secured or unsecured, and whether originally payable to Administrative Lender or Lenders or to a third party and subsequently acquired by Administrative Lender or Lenders, it being contemplated that Grantor, Borrower or any Subsidiary of Borrower may hereafter become indebted to Administrative Lender or Lenders for such further debts, obligations and liabilities; provided, however, and notwithstanding the foregoing provisions of this clause (b)(v), this Mortgage shall not secure any such other loan, advance, debt, obligation or liability with respect to which Administrative Lender or Lenders is by Applicable Law prohibited from obtaining a lien on real estate nor shall this clause (b)(v) operate or be effective to constitute or require any assumption or payment by any person, in any way, of any debt of any other person to the extent that the same would violate or exceed the limit provided in any applicable usury or other law. It is specifically contemplated by Grantor and Administrative Lender and Lenders that the Secured Indebtedness, or any portion thereof, may be increased and rearranged, in whole or in part, by subsequent amendments, restatements, supplements and other modifications and additions to the Loan Papers and that additional promissory notes and loan agreements may be issued and entered into in connection therewith; furthermore, Grantor and Administrative Lender and Lenders acknowledge and understand that this Mortgage secures and will continue to secure, among other things, all future advances under the Credit Agreement (all such future obligations and indebtedness herein referred to for convenience as the "Future Indebtedness"). Grantor, and each party at any time claiming an interest in or lien or encumbrance against the Mortgaged Property, or any part thereof, agree that all Future Indebtedness and all other advances made by Administrative Lender or Lenders from time to time under any of the Loan Papers and all other portions of the Secured Indebtedness shall be secured by this Mortgage with the same priority as if all had been advanced, had arisen or had become owing or performable on the date of this Mortgage, and no reduction of the outstanding principal balance under the Notes, the Credit Agreement, or any other Loan Paper shall extinguish, release or subordinate any right, title, interest, lien, security interest, power or privilege now or hereafter intended, created or arising hereunder or under any other Loan Paper. The indebtedness referred This Mortgage shall remain in full force and effect as to in all Future Indebtedness and to all subsequent advances or subsequently arising portions of the Secured Indebtedness without loss of priority until the Secured Indebtedness is fully and finally paid, performed and satisfied and all agreements and obligations, if any, of Administrative Lender and Lenders for further advances or for the extension of additional credit or Future Indebtedness have been terminated and this Paragraph -is hereinafter sometimes called the "secured indebtedness" or the "indebtedness secured herebyMortgage has been released of record by Administrative Lender.""

Secured Indebtedness. This Deed of Trust, Mortgage and Security -------------------- Agreement (hereafter hereinafter called this "MortgageDeed of Trust") is made to secure and enforce the payment ofof the following note, obligations, indebtedness and liabilities: (a) one certain promissory note of even date herewith in the obligationsprincipal amount of $35,900,000, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National BankGUARANTY FEDERAL BANK, as Trustee for UBS Mortgage FinanceF.S.B., Inc. ("UBS")a federal savings bank, with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2that date which is twelve (12) months from the date thereof, 2004, such note and containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, such note and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter collectively called the "Note", and UBS said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "BeneficiaryNoteholder"; and (b) all indebtedness loans and future advances made by the Noteholder to Grantor and all other debts, obligations and liabilities of every kind and character of Grantor now or hereafter existing in favor of the Noteholder as incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called Deed of Trust or any loan agreement relating to the "Loan Agreement") dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) above described indebtedness or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof, whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether originally payable to the Noteholder or to a third party and subsequently acquired by the Noteholder and whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to the Noteholder in further sum or sums. The indebtedness referred to in this Paragraph -is is hereinafter sometimes called the "secured indebtedness" or the "indebtedness secured hereby.""

Secured Indebtedness. This Deed of TrustMortgage, Mortgage and Security Agreement and Assignment of Rents and Leases (hereafter called this "the “Mortgage"”) is made to secure and enforce the payment ofof the following obligations, indebtedness, promissory notes and liabilities: (a) the obligations, indebtedness and liabilities evidenced by that certain consolidatedterm loan and revolving credit facility agreement dated August 13, Amended and Restated Promissory Note2004 (as amended, dated December 2modified, 1997 supplemented or restated from time to time, the “Credit Agreement”) made by Grantorand among (i) the Grantor and Stolthaven Houston Inc., a Texas corporation (“Stolthaven Houston”), as borrowers (collectively, the “Borrowers”), (ii) the banks and financial institutions listed on Schedule 1 of the Credit Agreement, as lenders (together with any bank or financial institution which becomes a Lender pursuant to Article 10 of the Credit Agreement, the “Lenders”), (iii) DnB NOR Bank ASA, acting through its New York Branch (“DnB NOR”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and (iv) the Collateral Agent, pursuant to which the Lenders have agreed to provide to the Borrowers a secured term loan in the amount of up to US$150,000,000 (the “Term Loan”) and a secured revolving credit facility in the amount of up to US$20,000,000 (the “Revolver”); (b) that certain promissory note dated August 13, 2004 with respect to the Term Loan in the original principal amount of One Hundred Fifty Million and No/100 DOLLARS (US$150,000,000.00), made by Grantor and Stolthaven Houston, jointly and severally and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS")the Administrative Agent, with interest at the rate or rates therein provided, both with principal, interest and other sums being payable as therein provided; (c) that certain promissory note dated August 13, 2004 with respect to the Revolver in the original principal amount of Twenty Million and No/100 Dollars (US$20,000,000.00) made by Grantor and Stolthaven Houston, jointly and severally, and payable to the order of the Administrative Agent, with interest at the rate or rates therein provided, with principal, interest and other sums being payable as therein provided (such promissory notes referenced in the preceding clause (b) and this clause (c) and all amounts remaining unpaid thereon being finally due and payable on December 2modifications, 2004increases, such note containing a provision for the payment of a reasonable additional amount as attorney's feesrenewals or extensions thereof, in whole or in part, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter are collectively called referred to herein as the "Note"“Notes”, and UBS the Administrative Agent as said payee, the Collateral Agent, the Lenders and all subsequent holders of the Note Notes or any part thereof or any interest therein or any of the "secured indebtedness" (Indebtedness, as hereinafter defined) being hereinafter called , are collectively referred to herein as the "Beneficiary"“Creditors”); and (bd) all indebtedness incurred future loans and advances made by a Creditor to Grantor in connection with the Credit Agreement and all other indebtedness, obligations and liabilities of every kind and character of Grantor now or arising pursuant hereafter existing in favor of the Creditors in connection with the Credit Agreement. The indebtedness, obligations, and liabilities referred to in this Paragraph are hereinafter collectively referred to as the provisions of this “Indebtedness.” This Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called the "Loan Agreement") dated as of December 2, 1997 between UBS and GrantorNotes, the Security Documents (as defined in the Loan Agreement) or Credit Agreement and any other instrument instruments, documents and agreements now or hereafter evidencing, governing or securing securing, governing, guaranteeing and/or pertaining to the above described indebtedness Indebtedness or any part thereof. The indebtedness thereof are hereinafter collectively referred to in this Paragraph -is hereinafter sometimes called as the "secured indebtedness" or the "indebtedness secured hereby“Loan Documents.""”

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement (hereafter called this "Mortgage") is made to secure and enforce the payment of: (a) the obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes rights, titles, interests, liens, security interests, powers, privileges and remedies created hereby or arising hereunder or by virtue hereof, are given in substitution therefor to secure the payment and performance of all indebtednesses, obligations and liabilities of Borrower arising under the Notes, this Mortgage, the Loan Agreement and any renewals, extensions, amendments or in modification, increase, renewal or extension modifications thereof, in whole or in part, being hereinafter collectively called the "Note", and UBS and all subsequent holders of the Note or any part thereof other Loan Document, or any interest therein Hedge Agreement between Borrower and a Lender or any of the "an Affiliate thereof which is permitted to be secured indebtedness" (as hereinafter defined) being hereinafter called the "Beneficiary"; and (b) all indebtedness incurred or arising by this Mortgage pursuant to the provisions terms of this Mortgage, that certain Amended and Restated the Loan Agreement (hereinafter called the "Loan Agreement"including, without limitation, all Additional Interest, all Banking Services Obligations, Swap Obligations (other than Third Party Hedge Agreements) dated and all other Obligations as of December 2, 1997 between UBS and Grantor, the Security Documents (as each term is defined in the Loan Agreement) ), all other swap obligations and break funding payments payable pursuant to the Loan Agreement and any and all fees, costs or expenses incurred by Administrative Agent and the Lenders in connection with the Loan and/or the Premises (including, but not limited to, all cost and expenses required to be paid by Borrower to Administrative Agent pursuant to the terms of this Mortgage, the Notes and the Loan Agreement in respect of any taxes, recording expenses and attorneys’ fees in connection with the closing of the Loan and the consummation thereof, insurance premiums, letter of credit fees and reimbursements and related fees, and, after any Default, the administration and collection thereof (including, without limitation, attorney’s fees and expenses), all costs incurred of whatever nature by Administrative Agent and the Lenders in the exercise of any rights hereunder or any other instrument now or hereafter evidencingLoan Document and all other amounts payable by Borrower under the Notes, governing or securing the above described indebtedness or any part thereof. The indebtedness Loan Agreement and this Mortgage (all of the foregoing indebtedness, obligations and liabilities being referred to herein as either the “Liabilities” or “Indebtedness”). Notwithstanding anything contained herein to the contrary, the maximum amount of principal Indebtedness secured by this Mortgage at the time of execution hereof or which under any contingency may become secured by this Mortgage at any time hereafter is $300,000,000 plus (a) Taxes; (b) insurance premiums; and (c) expenses incurred in upholding the lien of this Paragraph -is hereinafter sometimes called Mortgage, including, but not limited to, (i) the "secured indebtedness" expenses of any litigation to prosecute or defend the rights and lien created by this Mortgage; (ii) any amount, cost or charges to which the Administrative Agent or the "indebtedness secured herebyLenders becomes subrogated upon payment, whether under recognized principles of law or equity or under express statutory authority and (iii) interest at the Default Rate (or regular interest rate) as may be imposed pursuant to the terms of the Loan Agreement, and Additional Interest.""

Secured Indebtedness. This Deed Borrower shall not, and shall not permit any of Trustits Restricted Subsidiaries to, Mortgage and Security Agreement (hereafter called this "Mortgage") is made incur or permit to secure and enforce the payment of: exist any Indebtedness which (a) the obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, is secured in whole or in part, being hereinafter collectively called the "Note", and UBS and all subsequent holders of the Note or any part thereof or any interest therein or by any of the "secured indebtedness" Inventory or any capital stock or other ownership interests in any of the Restricted Subsidiaries (as hereinafter definedother than Permitted Encumbrances) being hereinafter called the "Beneficiary"; and or (b) all indebtedness incurred except for provisions in documents evidencing Indebtedness that prohibit the granting of Liens unless such Liens secure such Indebtedness on a pari passu basis with the Obligations, contains any provision requiring Borrower or arising pursuant any Restricted Subsidiary to grant to the provisions lender thereunder any Lien (other than Permitted Encumbrances and other than covenants to grant Liens to the issuers of this Mortgagesurety, appeal or performance bonds, so long as the right to request such Liens has not been exercised) at a future date or upon the occurrence of any subsequent event; except that certain Amended Borrower and Restated Loan Agreement its Restricted Subsidiaries may incur (hereinafter called i) Indebtedness in favor of a seller of Inventory to Borrower which is secured solely by the "Loan Agreement"Inventory contemporaneously acquired from such seller, (ii) dated as of December 2Indebtedness secured solely by Borrower’s headquarters building located in Arlington, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) Texas or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness office building owned by Borrower or any part Restricted Subsidiary, (iii) Indebtedness secured by any clubhouse located in any development of Borrower or any Restricted Subsidiary, (iv) Indebtedness of a Person at the time such Person becomes a Restricted Subsidiary or is merged with or into Borrower or a Restricted Subsidiary, provided that any Liens in respect of such Indebtedness were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof. The indebtedness referred , and do not extend to any other assets, and, in this Paragraph -is hereinafter sometimes called respect of all the "foregoing, all renewals, extensions and refinancings thereof that do not increase the outstanding amount thereof, and (v) Indebtedness (in addition to Indebtedness described in clauses (i) through (iii) above) up to an amount equal to the lesser of (x) $100,000,000 and (y) five percent (5%) of Tangible Net Worth, that is secured indebtedness" or the "indebtedness secured herebyby Inventory (any such Inventory, “Encumbered Inventory”).""

Secured Indebtedness. This Deed of Trust, Mortgage Assignment of Leases and -------------------- Rents, Security Agreement and Financing Statement (hereafter hereinafter called this "MortgageDeed ---- of Trust") is made to secure and enforce the payment ofof the following, -------- agreements, documents, obligations, indebtedness and liabilities: (a) the all present and future obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's feesliabilities, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter collectively called the "Note", renewals and UBS and extensions of all subsequent holders of the Note or any part thereof of Grantor to Banks or any interest therein Bank arising from, by virtue of, or pursuant to the Credit Agreement dated as of September __, 1997 among Grantor, Administrative Agent and Banks (said Credit Agreement, as amended, modified, renewed, extended or restated from time to time, the "Credit Agreement"), the Notes (as defined in the Credit Agreement), ---------------- the other Loan Documents (as defined in the Credit Agreement), including, without limitation, interest, fees and other charges that would accrue or become owing both prior to and subsequent to and but for the commencement of any proceeding against or with respect to Grantor under any chapter of the "secured indebtedness" Bankruptcy Code of 1978, 11 U.S.C. (as hereinafter definedS) being hereinafter called 101 et. seq. whether or not a claim is -- --- allowed for the "Beneficiary"; same in any such proceeding, and (b) all indebtedness and obligations incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called the "Loan Agreement") dated as Deed of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereofTrust. The indebtedness referred to in this Paragraph -is 1.1 is hereinafter sometimes called the "secured indebtedness" Secured Indebtedness". Initially capitalized terms used -------------------- herein and not otherwise herein defined shall have the respective meanings given to such terms in the Credit Agreement. This Deed of Trust, the Credit Agreement, the Notes, the other Loan Documents as defined in the Credit Agreement, and all other instruments, certificates, affidavits or documents evidencing, governing, securing, guaranteeing, or relating to the Secured Indebtedness all as amended, modified, renewed, extended or restated from time to time, are hereinafter called the "indebtedness secured hereby.Loan Documents"". -------------- J-2-3

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement (hereafter hereinafter called this "MortgageMORTGAGE") is made to secure and enforce the payment ofof the following note, obligations, indebtedness and liabilities: (a) one certain promissory note of even date herewith in the obligations, indebtedness principal amount of Seventeen Million and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 No/100 Dollars ($17,000,000.00) made by Grantor, and payable to the order of LaSalle National BankGMAC COMMERCIAL MORTGAGE CORPORATION, as Trustee for UBS Mortgage Finance, Inc. ("UBS")a California corporation, with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due thereon, and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, such note and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter collectively called the "NoteNOTE", and UBS said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "BeneficiaryNOTEHOLDER"; and (b) all loans and future advances made by the Noteholder to Grantor and all other debts, obligations arid liabilities of every kind and character of Grantor now or hereafter existing in favor of the Noteholder (including all indebtedness incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called Mortgage or any loan agreement relating to the "Loan Agreement") dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) above described indebtedness or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof) whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, .guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to the Noteholder in further sum or sums. The indebtedness referred to in this Paragraph -is is hereinafter sometimes called the "secured indebtednessSECURED INDEBTEDNESS" or the "indebtedness secured herebyINDEBTEDNESS SECURED HEREBY.""

Secured Indebtedness. This Deed of Trust, conveyance is intended to be and is a real property Mortgage and a "Security Agreement (hereafter called this "Mortgage") Agreement" governed by the laws of the State of Florida concerning mortgages and the Uniform Commercial Code as adopted in Florida, and is made intended to secure and enforce the payment of: of the following (a) the obligations, "Secured Indebtedness"): A. The existing indebtedness and liabilities evidenced represented by that certain consolidated, Amended and Restated Promissory promissory note (the "Note, dated December 2, 1997 ") of date even herewith for the sum of FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($450,000.00) made by Grantor, and the Mortgagor payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS"), Mortgagee with interest from date until paid at the rate or rates therein providedspecified, both the said principal and interest being payable as therein provided in the manner and upon the terms, provisions and conditions set forth in the Note, together with any and all amounts remaining unpaid thereon being finally due renewals, extensions, modifications, consolidations and payable on December 2extensions thereof; B. Such future or additional advances as may be made by Mortgagee at the option of Mortgagee to the Mortgagor, 2004and also, such note containing a provision for the payment of a reasonable additional amount as attorney's feesany and all notes, liabilities, and all other notes given in substitution therefor obligations of the Mortgagor to Mortgagee, its successors or in modificationassigns, increasewhether as maker, renewal endorser, guarantor or extension thereof, in whole or in part, being hereinafter collectively called the "Note"otherwise, and UBS and all subsequent holders of the Note whether such notes, liabilities or any part thereof or any interest therein obligations, or any of them, be now in existence or accrue or arise hereafter, or be now owned or held by Mortgagee, or be acquired hereafter, it being the "intent and purpose of the Mortgagor to secure, by the Mortgage, all notes, claims, demands, liabilities and obligations which Mortgagee, its successors or assigns, may have, hold or acquire at any time during the life of this Mortgage against the Mortgagor. Provided that, notwithstanding the foregoing, the total of all amounts secured indebtedness" hereby shall not exceed at any one time the sum of NINE HUNDRED THOUSAND AND NO/100 DOLLARS (as hereinafter defined) being hereinafter called the "Beneficiary"$900,000.00); and (b) provided, further, that all indebtedness such advances, notes, claims, demands or liabilities and obligations secured hereby be incurred or arising pursuant arise or come into existence either on or prior to the provisions date of this Mortgage, that certain Amended or on or before twenty (20) years after the date of this Mortgage or within such lesser period of time as may hereafter be provided by law as a prerequisite for the sufficiency of actual notice or record notice of such advances, notes, claims, demands or liabilities and Restated Loan Agreement (hereinafter called obligations as against the "Loan Agreement") dated as rights of December 2creditors or subsequent purchasers for a valuable consideration. The Mortgagor hereby waives, 1997 between UBS on behalf of himself and Grantorhis successors and assigns, the Security Documents (right to file for record a notice limiting the maximum principal amount which may be secured by this Mortgage as defined provided for in Florida Statutes 697.04(1)(b); and C. The compliance with all the Loan Agreement) covenants, agreements and stipulations of this Mortgage, the Note, and any and all documents or any other instrument now or hereafter instruments evidencing, governing securing or securing otherwise executed in connection with the above described indebtedness or any part thereofSecured Indebtedness. The indebtedness referred to in this Paragraph -is hereinafter sometimes called the "secured indebtedness" or the "indebtedness secured hereby.""SECTION 2. Mortgagor further covenants and agrees as follows: 2.01

Secured Indebtedness. This Deed of Trust, Mortgage Security Agreement, Fixture Filing and Security Agreement Assignment of Leases and Rents (hereafter called this "Mortgage"“Deed of Trust”) is made to secure and enforce the payment ofof the following note, obligations, indebtedness and liabilities: (a) one certain Deed of Trust Note of even date herewith in the obligationsprincipal amount of Eight Million Eight Hundred Eighty Nine Thousand and No/100 Dollars ($8,889,000.00), indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the order of LaSalle National Bank, as Trustee for UBS Mortgage Finance, Inc. ("UBS")COMPASS BANK, with interest at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2the date which is twenty-four (24) months from the date hereof (subject to being extended as provided in the Loan Agreement), 2004, such note and containing a provision for the payment of a reasonable additional amount as attorney's ’s fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, such note and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter collectively called the "“Note"”, and UBS said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "“secured indebtedness" ” (as hereinafter defined) being hereinafter called the "“Beneficiary"”; and (b) all loans and future advances made by the Beneficiary to Grantor and all other debts, obligations and liabilities of every kind and character of Grantor now or hereafter existing in favor of the Beneficiary (including all indebtedness incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called Deed of Trust or any loan agreement relating to the "Loan Agreement") dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) above described indebtedness or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof) whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether originally payable to the Beneficiary or to a third party and subsequently acquired by the Beneficiary and whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to the Beneficiary in further sum or sums. The indebtedness referred to in this Paragraph -is is hereinafter sometimes called the "“secured indebtedness" ” or the "“indebtedness secured hereby.""”

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement and Assignment of Rents and Leases (hereafter called this the "Mortgage") is made to secure and enforce the payment ofof the following promissory note, obligations, indebtedness and liabilities: (a) one certain promissory note of even date herewith in the obligationsoriginal principal amount of Five Million and no/100 DOLLARS ($5,000,000.00), indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, Grantor and payable to the order of LaSalle National BankTEXAS BANK, as Trustee for UBS Mortgage Financewhose address is 000 Xxxx Xxxxx Xxxxx, Inc. ("UBS")Xxxxxx, Xxxxx 00000, with interest at the rate or rates therein provided, both principal and interest being payable as therein provided provided, and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of a reasonable additional amount as attorney's feesattorneys' fees (such promissory note and all modifications, increases, renewals or extensions thereof, in whole or in part, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter are collectively called referred to herein as the "Note", and UBS said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (Indebtedness, as hereinafter defined) being hereinafter called the , are collectively referred to herein as "BeneficiaryNoteholder"); and (b) all indebtedness incurred future loans and advances and all other indebtedness, obligations and liabilities of every kind and character of Grantor now or hereafter existing in favor of Noteholder arising pursuant to the provisions of this Mortgage or any other Loan Document (defined below), it being contemplated that Grantor may hereafter become indebted to Noteholder in further sum or sums. The indebtedness, obligations, and liabilities referred to in this Paragraph are hereinafter collectively referred to as the "Indebtedness." This Mortgage, that certain Amended and Restated the Note, the Loan Agreement (as hereinafter called the "Loan Agreement"defined) dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) or any other instrument instruments, documents and agreements now or hereafter evidencing, governing or securing securing, governing, guaranteeing and/or pertaining to the above described indebtedness Indebtedness or any part thereof. The indebtedness thereof are hereinafter collectively referred to in this Paragraph -is hereinafter sometimes called as the "secured indebtedness" or the "indebtedness secured herebyLoan Documents.""