Common use of Security Agreement under Uniform Commercial Code Clause in Contracts

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement within the meaning of the UCC, and the Grantor hereby grants the Agent, for the benefit of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property"). ----------------- (b) If a Loan Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 of the Loan Agreement, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, shall have the option of either (i) proceeding under the UCC and exercising such rights and remedies as may be provided to a secured party by the UCC with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the Trustee's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC shall not apply). If the Trustee, at the direction of the Agent, shall elect to proceed under the UCC, then five (5) days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent shall include, but not be limited to, attorneys' fees and legal expenses. At the Trustee's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent at a place designated by the Trustee or the Agent which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) The Grantor, the Trustee and the Agent agree, to the extent permitted by law, that this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. (d) The Grantor, upon request by the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part of the Trust Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")Virginia. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit “Code”) of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")North Carolina. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the Trustee's Beneficiary’s rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' ’ notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' ’ fees and legal expenses. At the Trustee's Beneficiary’s request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word “Equipment” are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "“fixture filing" ” within the meaning of Sections 9-313 334 and 9-402 502 of the UCCCode; (iii) Grantor is the record owner of the Real Estate; and (iv) the addresses of Grantor and Beneficiary are as set forth on the first page of this Deed of Trust. (dc) The Grantor, upon request by the Trustee or the Agent Beneficiary from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent Beneficiary one or more separate security agreements, in form reasonably satisfactory to the Trustee and the AgentBeneficiary, covering all or any part of the Trust Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent Beneficiary may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent Beneficiary on demand all reasonable costs and expenses incurred by the Trustee or the Agent Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent Beneficiary shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) 10 days after reasonable request by the Trustee or the AgentBeneficiary, then pursuant to the provisions of the UCCCode, the Grantor hereby authorizes the Trustee and the AgentBeneficiary, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "CODE") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")Texas. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.174 20 (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a “security agreement agreement” within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit “Code”) of the Lenders, a security interest State in which the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Secured Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property")located. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 of the Loan Agreementbe continuing, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Grantee shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Secured Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Secured Property in accordance with the Trustee's Grantee’s rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Grantee shall elect to proceed under the UCCCode, then five (5) ten days' ’ notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Grantee shall include, but not be limited to, reasonable attorneys' ’ fees and legal expenses. At the Trustee's Grantee’s request, during the continuance of an Event of Default, Grantor shall assemble the personal property and make it available to the Trustee and the Agent Grantee at a place designated by the Trustee or the Agent Grantee which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may parties (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available subject to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or terms of any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make documentation governing any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedPermitted Receivables Transaction). (cb) The Grantor, the Trustee Grantor and the Agent Grantee agree, to the extent permitted by law, that this Deed of Trust upon recording or registration in the real estate records that: (i) all of the proper office shall constitute a financing statement filed as a "fixture filing" goods described within the meaning of Sections 9-313 and 9-402 definition of the UCC. word “Equipment” are or are to become fixtures on the Real Estate; (dii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Owned Land; and will further execute, acknowledge (iii) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, Grantee are as set forth aboveon the first page of this Deed.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")Georgia. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 of the Loan Agreementunder this Deed, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Grantee shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Subject Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Subject Property in accordance with the TrusteeGrantee's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Grantee shall elect to proceed under the UCCCode, then five (5) days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Grantee shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeGrantee's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Grantee at a place designated by the Trustee or the Agent Grantee which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Grantee agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCCCode; (iii) Grantor is the record owner of the Real Estate; and (iv) the addresses of Grantor and Grantee are as set forth on the first page of this Deed. (dc) The Grantor, upon request by the Trustee or the Agent Grantee from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent Grantee one or more separate security agreements, in form satisfactory to the Trustee and the AgentGrantee, covering all or any part of the Trust Subject Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent Grantee may reasonably request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on Grantee within 10 days after written demand all costs and expenses incurred by the Trustee or the Agent Grantee in connection with the preparation, execution, recording, filing and re-filing refiling of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent Grantee shall reasonably require; provided, however, that the . Grantor shall not be liable -------- ------- for payment from time to time, on request of Grantee, deliver to Grantee an inventory in reasonable detail of any amount under this Section to of the extent Lessee is responsible for payment of such amount under the Lease or the Master AgreementSubject Property which constitutes personal property. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) 10 days after request by the Trustee or the AgentGrantee, then pursuant to the provisions of the UCCCode, the Grantor hereby authorizes the Trustee and the AgentGrantee, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee Grantee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest State of Nebraska. Unless as otherwise provided for in the FixturesCredit Agreement, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property"). ----------------- (b) If a Loan if an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 of the Loan Agreementbe continuing, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Mortgaged Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Mortgaged Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor Trustor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The GrantorTrustor, the Trustee as secured party, and the Agent Beneficiary, as debtor, agree, to the extent permitted by law, that that: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 the Code; (ii) Trustor is the record owner of the UCCReal Estate; and (iii) the addresses of Trustor and Beneficiary are as set forth on the first page of this Deed of Trust. (dc) The GrantorTrustor, upon request by the Trustee or the Agent Beneficiary from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent Beneficiary one or more separate security agreements, in form reasonably satisfactory to the Trustee and the AgentBeneficiary, covering all or any part of the Trust Mortgaged Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent Beneficiary may reasonably request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor Trustor further agrees to pay to the Trustee and the Agent Beneficiary on demand all costs and expenses incurred by the Trustee or the Agent Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent Beneficiary shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor Trustor shall fail to furnish any financing or continuation statement within ten (10) 10 days after request by the Trustee or the AgentBeneficiary, then pursuant to the provisions of the UCCCode, the Grantor Trustor hereby authorizes the Trustee and the AgentBeneficiary, without the signature of the GrantorTrustor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest State in which the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property")located. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) 8 days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")Nevada. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "CODE") of the Lenders, a security interest State in which the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property")located. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, reasonable attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, during the continuance of an Event of Default, Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest State of Utah. Unless as otherwise provided for in the FixturesCredit Agreement, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property"). ----------------- (b) If a Loan if an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 of the Loan Agreementbe continuing, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Mortgaged Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Mortgaged Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 the Code; (ii) Grantor is the record owner of the UCCReal Estate; and (iii) the addresses of Grantor and Beneficiary are as set forth on the first page of this Deed of Trust. Grantor's organizational number issued by the State of Georgia is J408225. (dc) The Grantor, upon request by the Trustee or the Agent Beneficiary from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent Beneficiary one or more separate security agreements, in form reasonably satisfactory to the Trustee and the AgentBeneficiary, covering all or any part of the Trust Mortgaged Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent Beneficiary may reasonably request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent Beneficiary on demand all costs and expenses incurred by the Trustee or the Agent Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent Beneficiary shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) 10 days after request by the Trustee or the AgentBeneficiary, then pursuant to the provisions of the UCCCode, the Grantor hereby authorizes the Trustee and the AgentBeneficiary, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")California. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and the Grantor hereby grants the Agent, for the benefit of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property")Code. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 of the Loan Agreementshall be continuing, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the Trustee's or Beneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both all parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 334 and 9-402 502 of the UCCCode; (iii) Grantor is the record owner of the Real Estate; and (iv) the addresses of Grantor and Beneficiary are as set forth on the first page of this Deed Of Trust. (dc) The Grantor, upon request by the Trustee or the Agent Beneficiary from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent and Beneficiary one or more separate security agreements, in form satisfactory to the Trustee and the AgentBeneficiary, covering all or any part of the Trust Property and Grantor will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent may request in order to perfect, preserve, maintain, continue the perfection of or extend the security interest under and the priority of this Deed of Of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent or Beneficiary on demand all costs and expenses incurred by the Trustee or the Agent Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing or continuation statements the Trustee or the Agent Beneficiary shall reasonably require; provided, however, that the . Grantor shall not be liable -------- ------- for payment from time to time, on request of Trustee or Beneficiary, deliver to Trustee and Beneficiary an inventory in reasonable detail of any amount under this Section to of the extent Lessee is responsible for payment of such amount under the Lease or the Master AgreementTrust Property which constitutes personal property. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) 10 days after request by the Trustee or the Agentrequest, then pursuant to the provisions of the UCCCode, the Grantor hereby authorizes the Trustee and the Agentor Beneficiary, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee or Beneficiary to proceed against any personal property encumbered by this Deed of Of Trust as real property, as set forth above. (d) For purposes of the foregoing fixture filing, Grantor's Tax Identification Number is [FOR OSM: 00-0000000, FOR CF&I: 00-0000000], Grantor's Organizational Filing Number for the State of [Oregon is ][Colorado is ], and Borrower's State of California Foreign Limited Liability Company Filing is . The owner of record of the real property burdened in part by the Mortgaged Lease is 1000 Broadway Building Limited Partnership, an Oregon limited partnership.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, Uniform Commercial Code and the Grantor hereby grants the Agent, for the benefit of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property")applicable law. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Uniform Commercial Code and exercising such rights and remedies as may be provided to a secured party by the UCC Uniform Commercial Code with respect to all or any portion of the Trust Collateral Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Collateral Property in accordance with the Trustee's Beneficiary’s rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Uniform Commercial Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCUniform Commercial Code, then five (5) ten days' ’ notice of sale of the of.the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' ’ fees and legal expenses. At the Trustee's Beneficiary’s request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor toDenver County, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.Co. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "“fixture filing" ” against all of the Collateral Property within the meaning of Sections 9-313 and 9-402 the Uniform Commercial Code; (ii) Grantor is the record owner of the UCCReal Estate; and (iii) information concerning the security interest herein granted may be obtained at the addresses of Debtor (Grantor) and Secured Party (Beneficiary) as set forth on the first page of this Deed of Trust. (dc) The Grantor, upon request by the Trustee or the Agent Beneficiary from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent Beneficiary one or more separate security agreements, in form reasonably satisfactory to the Trustee and the AgentBeneficiary, covering all or any part of the Trust Collateral Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent Beneficiary may reasonably request in order to create, perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent Beneficiary on demand all costs and expenses incurred by the Trustee or the Agent Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent Beneficiary shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) 10 days after request by the Trustee or the AgentBeneficiary, then pursuant to the provisions of the UCCUniform Commercial Code, the Grantor hereby authorizes the Trustee and the AgentBeneficiary, without the signature of the Grantor, to execute and file any such financing and continuation continuation, statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")North Carolina. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) ten days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.

Security Agreement under Uniform Commercial Code. (aA) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest in the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, State of any of the foregoing (collectively, the "Personal Property")California. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, attorneys' fees and legal expenses. At the TrusteeBeneficiary's request, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cB) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 and 9-402 the applicable provision of the UCCCode; (iii) Grantor is the record owner of the Real Estate; and (iv) the addresses of Grantor and Beneficiary are as set forth on the first page of the Deed of Trust. (dC) The Grantor, upon request by the Trustee or the Agent Beneficiary from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent Beneficiary one or more separate security agreements, in form reasonably satisfactory to the Trustee and the AgentBeneficiary, covering all or any part of the Trust Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as the Trustee or the Agent Beneficiary may reasonably request in order to perfect, preservexxxxxxxx, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) 10 days after request by the Trustee or the AgentBeneficiary, then pursuant to the provisions of the UCCCode, the Grantor hereby authorizes the Trustee and the AgentBeneficiary, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above. (D) Grantor agrees that this Deed of Trust covers certain goods and materials which are or are to become related to or affixed on the Real Estate, and therefore constitutes a "fixture filing" with respect to such goods and materials. To the extent permitted by applicable law, Grantor agrees that the filing of this Deed of Trust in xxx xxlevant real estate records in which the Trust Property is located shall operate as a fixture filing with respect to all goods and materials constituting a part of the Trust Property. For such purpose, the following information is set forth: (A) Name and Address of Grantor: CIDCO INCORPORATED 225 Cochrane Circle Morgan Hill, XX 00000 (B) Name and Address of Beneficiary: EarthLink, Inc. 1375 Peachtree St., 7 North Atlaxxx, XX 00000

Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a security agreement Security Agreement within the meaning of the UCC, and Uniform Commercial Code (the Grantor hereby grants the Agent, for the benefit "Code") of the Lenders, a security interest State in which the Fixtures, Equipment, Lease (including, without limitation, the Rents therefrom) and all other Trust Property which is personal property, including, without limitation, all proceeds, both cash and noncash, of any of the foregoing (collectively, the "Personal Property")located. ----------------- (b) If a Loan an Event of Default shall occur and is continuing and the Loans have been accelerated pursuant to Section 5 under this Deed of the Loan AgreementTrust, --------- then in addition to having any other right or remedy available at law or in equity, the Trustee, at the direction of the Agent, Beneficiary shall have the option of either (i) proceeding under the UCC Code and exercising such rights and remedies as may be provided to a secured party by the UCC Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with the TrusteeBeneficiary's rights, powers and remedies with respect to the real property (in which event the default provisions of the UCC Code shall not apply). If the Trustee, at the direction of the Agent, Beneficiary shall elect to proceed under the UCCCode, then five (5) days' notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Trustee or the Agent Beneficiary shall include, but not be limited to, reasonable attorneys' fees and legal expenses. At Beneficiary's request during the Trustee's requestcontinuance of an Event of Default, the Grantor shall assemble the personal property and make it available to the Trustee and the Agent Beneficiary at a place designated by the Trustee or the Agent Beneficiary which is reasonably convenient to both parties. The Grantor stipulates and agrees that a sale of the Personal Property in conjunction with the Trust Property is a commercially reasonable manner of disposing of the Personal Property. The Agent also may (x) require the Grantor to, and the Grantor hereby agrees that the Grantor will at the Grantor's expense and upon request of the Agent forthwith, assemble all or part of the Personal Property as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to the parties, and (y) sell the Personal Property or any part thereof in one or more parcels at public or private sale for cash or credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable. The Agent shall not be obligated to make any sale of the Personal Property regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (cb) The Grantor, the Trustee Grantor and the Agent Beneficiary agree, to the extent permitted by law, that that: (i) all of the goods described within the definition of the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a "fixture filing" within the meaning of Sections 9-313 9.313 and 9-402 9.402 of the UCC. Code; (diii) The Grantor, upon request by Grantor is the Trustee or the Agent from time to time, shall execute, acknowledge and deliver to the Trustee or the Agent one or more separate security agreements, in form satisfactory to the Trustee and the Agent, covering all or any part record owner of the Trust Property Real Estate; and will further execute, acknowledge (iv) the addresses of Grantor and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document Beneficiary are as set forth on the Trustee or the Agent may request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority first page of this Deed of Trust and such security instrument. The Grantor further agrees to pay to the Trustee and the Agent on demand all costs and expenses incurred by the Trustee or the Agent in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements the Trustee or the Agent shall reasonably require; provided, however, that the Grantor shall not be liable -------- ------- for payment of any amount under this Section to the extent Lessee is responsible for payment of such amount under the Lease or the Master Agreement. If the Grantor shall fail to furnish any financing or continuation statement within ten (10) days after request by the Trustee or the Agent, then pursuant to the provisions of the UCC, the Grantor hereby authorizes the Trustee and the Agent, without the signature of the Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of the Trustee to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth aboveTrust.