Common use of Uniform Commercial Code Security Agreement Clause in Contracts

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations under this Instrument and to further secure Borrower’s obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations under this Instrument and to further secure Borrower’s obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Xxxxxxxx agrees, if Lender Xxxxxx so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Deed of Trust is also intended to be a security agreement under pursuant to the Uniform Commercial Code Code, as in effect in the State of Washington, as amended or recodified from time to time (the “Uniform Commercial Code”) for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Trustor hereby grants to Lender Beneficiary a security interest in said items. Trustor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the UCC real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and Any reproduction of this Deed of Trust or of any other security agreement or financing statement amendments in such form shall be sufficient as Lender may require to perfect or continue the perfection of this security interest and Borrower agreesa financing statement. In addition, if Lender so requests, Trustor agrees to execute and deliver to Lender such Beneficiary, upon Beneficiary’s request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may reasonably require to perfect a security interest with respect to said items. Borrower Trustor shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender Beneficiary may reasonably require. Without the prior written consent of LenderBeneficiary, Borrower except as expressly provided in the Credit Agreement, Trustor shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the followingsaid items, including replacements and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may requireadditions thereto. Upon a Default, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Beneficiary shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Beneficiary’s option, may also invoke the remedies provided by this Instrument herein or existing under in any of and subject to the terms of the Loan Documents, or pursuant to any applicable lawlaw as to such items. In exercising any of said remedies, Lender Beneficiary may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) Beneficiary’s remedies under the Uniform Commercial Code or of the remedies provided herein or in any of the Loan Documents. This Instrument Deed of Trust constitutes a financing statement fixture filing in accordance with respect the Washington Uniform Commercial Code (RCW 62A.9A-102(40)) as to all or any part of the Mortgaged Property that is Collateral which now or may become a Fixture, if permitted by applicable lawhereafter constitutes "Fixtures" under RCW 62A.9A-102(41).

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in and VMN hereby grants the futureInvestors, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes Lender VMN agrees to prepare execute and file financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Agreement, and do whatever may be necessary under the applicable Uniform Commercial Code in such form as Lender may require the state where the Collateral is located, to perfect or and continue the perfection of this security Investors' interest and Borrower agreesin the Collateral, if Lender so requests, to execute and deliver to Lender all at VMN's expense. The parties agree that such financing statements, continuation statements extensions and amendmentsrenewals may be filed in the name of the Investor and all other holders of the Notes and AGF, collectively. Borrower VMN also agrees that the Investor may file on behalf of the Investors any appropriate document in the appropriate index as a financing statement for any of the items specified above as part of the Collateral. VMN shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender the Investor may reasonably require. Without the prior written consent of Lenderthe Investor, Borrower VMN shall not create or permit allow to exist be created, pursuant to the Uniform Commercial Code, any other lien or security interest in any of the UCC Collateral. Collateral (b) Unless Borrower gives Notice to Lender within 30 days after other than AGF), including replacements and additions thereto. Upon the occurrence of any an event of the followingdefault, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Investor shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at the Investor's option, may also invoke the other remedies provided by in this Instrument or existing under applicable lawAgreement as to such items. In exercising any of said remedies, Lender the Investor may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lenderthe Investor's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawother remedies provided in this Agreement.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Deed of Trust shall cover, and the Property shall include, all of Borrower’s right, title and interest in and to all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition this Deed of Trust shall constitute a security agreement under pursuant to the Uniform Commercial Code for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether Code (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), “Personal Property”) and Borrower hereby grants to Agent, for the benefit of Agent and Lender a security interest in the UCC CollateralPersonal Property. Agent, for the benefit of Agent and Lender, shall have all of the rights and remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Agent any financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Deed of Trust in such form as Agent may reasonably require to perfect a security interest with respect to the Personal Property. Borrower hereby authorizes and empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and file, on Borrower’s behalf, all financing statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all reasonable costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderAgent, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists and is continuing, Lender Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall have be subject to the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower, Lender and Agent agree that with respect to any part all items of Personal Property which are or will become fixtures on the Land, this Deed of Trust, upon recording or registration in the real estate records of the Mortgaged Property that proper office, shall constitute a “fixture filing” within the meaning of the Code. Borrower is or may become a Fixture, if permitted by applicable lawthe record owner of the Leasehold Estate.

Uniform Commercial Code Security Agreement. (a) This In addition to being a Mortgage and Assignment of Rents, this Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, which under applicable law, law may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender Ocwen and the Ocwen Affiliates a first security interest in the UCC Collateralsaid items. Borrower hereby authorizes Lender to prepare and agrees that Ocwen or the Ocwen Affiliates may file financing statementsthis Instrument, continuation statements and or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Ocwen, upon Ocwen's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as Ocwen or the Ocwen Affiliates may reasonably require to perfect a security interest with respect to said items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender Ocwen or the Ocwen Affiliates may reasonably require. Without the prior written consent of LenderOcwen, except as otherwise permitted by the Transaction Documents, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in said items, including replacements and additions thereto. If any Event of Default occurs under any of the UCC Collateral. (b) Unless Transaction Documents, specifically including but not limited to the BCC Note and the Deferred Purchase Price Note, or if a default occurs under any other note, document or agreement given by Borrower gives Notice or Balanced Care to Lender within 30 days after Ocwen or the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Ocwen Affiliates in connection with indebtedness of Borrower or Balanced Care to Ocwen or the Ocwen Affiliates secured by this Instrument) as Lender may require, Borrower shall not (i) change its nameor if Ocwen or the Ocwen Affiliates declare all sums secured hereby immediately due and payable in accordance with the first sentence of paragraph 25, identity, structure or jurisdiction of organization; (ii) change Ocwen and the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Ocwen Affiliates shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Ocwen's or the Ocwen Affiliates' option, may also invoke the remedies provided by in paragraph 25 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender Ocwen and the Ocwen Affiliates may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderOcwen's other remedies. (d) This Instrument constitutes a financing statement with respect to any part or the Ocwen Affiliates' remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 25 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This In addition to being a Mortgage and Assignment of Rents, this Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, which under applicable law, law may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender Ocwen a first security interest in the UCC Collateralsaid items. Borrower hereby authorizes Lender to prepare and agrees that Ocwen may file financing statementsthis Instrument, continuation statements and or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Ocwen, upon Ocwen's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as Ocwen may reasonably require to perfect a security interest with respect to said items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender Ocwen may reasonably require. Without the prior written consent of LenderOcwen, except as otherwise permitted by the Term Loan Agreement, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in said items, including replacements and additions thereto. If any Event of Default occurs under any of the UCC Collateral. (b) Unless Loan Agreements, specifically including but not limited to the Term Loan Agreement, or if a default occurs under any other note, document or agreement given by Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Ocwen in connection with indebtedness of Borrower to Ocwen secured by this Instrument) as Lender may require, Borrower shall not (i) change its nameor if Ocwen declares all sums secured hereby immediately due and payable in accordance with the first sentence of paragraph 25, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Ocwen shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Ocwen's option, may also invoke the remedies provided by in paragraph 25 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender Ocwen may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderOcwen's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 25 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in paragraph 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 27 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Xxxxxxxx agrees, if Lender Xxxxxx so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of LenderXxxxxx's other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Mortgage is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. Xxxxxxxx agrees that Lender may file this Mortgage, or a reproduction thereof, in the UCC Collateralreal estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Borrower hereby authorizes Lender Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Xxxxxxxx agrees to prepare execute and file deliver to Xxxxxx, upon Xxxxxx's request, any financing statements, continuation statements as well as extensions, renewals, and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Xxxxxxxx's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of Borrower contained in this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingMortgage, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in this Instrument or existing under applicable lawMortgage as to such items. In exercising any remedies, of said remedies Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderXxxxxx's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in this Mortgage.

Uniform Commercial Code Security Agreement. (a) This Instrument Mortgage is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Mortgage, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals, and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of Borrower contained in this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingMortgage, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in this Instrument or existing under applicable lawMortgage as to such items. In exercising any remedies, of said remedies Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in this Mortgage.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations under this Instrument and to further secure Borrower’s obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender Lxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall cover, and the Property shall include, all of Borrower’s right, title and interest in and to all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition this Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether Code (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), “Personal Property”) and Borrower hereby grants to Agent, for the benefit of Agent and Lender a security interest in the UCC CollateralPersonal Property. Agent, for the benefit of Agent and Lender, shall have all of the rights and remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Agent any financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Agent may reasonably require to perfect a security interest with respect to the Personal Property. Borrower hereby authorizes and empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and file, on Borrower’s behalf, all financing statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all reasonable costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderAgent, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists and is continuing, Lender Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall have be subject to the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower, Lender and Agent agree that with respect to any part all items of Personal Property which are or will become fixtures on the Land, this Mortgage, upon recording or registration in the real estate records of the Mortgaged Property that proper office, shall constitute a “fixture filing” within the meaning of the Code. Borrower is or may become a Fixture, if permitted by applicable lawthe record owner of the Leasehold Estate.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the items specified above as part of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in and the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Mortgagor hereby grants to Lender the Mortgagee a security interest in said items. The Mortgagor agrees that the UCC Collateral. Borrower hereby authorizes Lender to prepare and Mortgagee may file financing statementsthis Instrument or a reproduction thereof, continuation statements and in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Mortgaged Property. Any reproduction of this Instrument or of any other security interest and Borrower agreesagreement or financing statement shall be sufficient as a financing statement. In addition, if Lender so requests, the Mortgagor agrees to execute and deliver to Lender such the Mortgagee, upon the Mortgagee's request, made at the direction of an Act of Secured Debtholders, any financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Instrument in such form as the Mortgagee may require to perfect a security interest with respect to said items. Further, the Mortgagor authorizes the Mortgagee to file Uniform Commercial Code financing statements in Indiana County, Pennsylvania and amendmentssuch other jurisdictions as the Mortgagee may require in order to perfect and provide notice of the liens and security interest created hereunder. Borrower The Mortgagor shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may the Mortgagee may, acting upon an Act of Secured Debtholders, reasonably require. Without Except for Permitted Encumbrances and except to the extent the same does not violate the terms of any one of the other Secured Debt Documents, without the prior written consent of Lenderthe Mortgagee, Borrower the Mortgagor shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after said items, including replacements and additions thereto. Upon the occurrence and during the pendancy of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingDefault, Lender the Mortgagee shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all acting upon an Act of Secured Debtholders, may also invoke such remedies under the Uniform Commercial Code and the remedies provided by in paragraph 19 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender the Mortgagee may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Mortgaged Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lenderthe Mortgagee's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 19 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower Guarantor as debtor, hereby grants to Lender as secured party, a security interest in the UCC Collateral. Borrower Guarantor hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Guarantor agrees, if Lender Xxxxxx so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower Guarantor shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower Guarantor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after , except for the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) Permitted Encumbrances. If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) . This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that which is or may become a Fixture, if permitted by applicable law.Fixture.‌

Uniform Commercial Code Security Agreement. (a) This In addition to being a mortgage, this Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of as enacted in the Mortgaged state wherein the Property which, under applicable law, may be subjected to a security interest under the is located ("Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), for all fixtures, equipment, machinery and other articles of personal property now owned or hereafter acquired and now or hereafter attached to the Property or which are or are to become fixtures on the Property as deemed under law (collectively "Fixtures"). Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement filed as a fixture filing with respect to prepare all items constituting a part of the collateral which are or are to become fixtures related to the Property, in accordance with the Uniform Commercial Code. The information required under the Uniform Commercial Code is set forth in other provisions of this Instrument. Borrower is the record owner of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that which Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto except for Permitted Liens. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property, separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any of with respect to the Mortgaged Property which, under applicable law, may be subjected to a security interest Hedge Collateral as provided in Article V and the Pledged Security Collateral as provided in Article VIII and all funds and accounts and investments thereof now or hereafter held by the Administrator under the Uniform Commercial Code, whether such Mortgaged Property is owned Series Certificate Agreement (to the extent of any retained interested by the Sponsor therein) and all funds and accounts and investments thereof now or acquired in hereafter held for the futurebenefit of Fxxxxxx Mac under the Repair Escrow Agreement, the Ohio Portfolio Escrow Agreement and the Villages at Lost Creek Escrow Agreement and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower the Sponsor hereby grants to Lender Fxxxxxx Mac a security interest in the UCC CollateralCollateral as security for all Obligations due under this Agreement and under any of the Sponsor Documents. Borrower hereby authorizes Lender The Sponsor shall execute and deliver to prepare and file Fxxxxxx Mac, upon Fxxxxxx Mac’s request, financing statements, continuation statements and financing statement amendments other account agreements and amendments, in such form as Lender Fxxxxxx Mac may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsinterest. Borrower The Sponsor shall pay or cause to be paid all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Fxxxxxx Mac may reasonably require. Without Except as otherwise permitted herein, without the prior written consent of LenderFxxxxxx Mac, Borrower the Sponsor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after . The Sponsor covenants and agrees that it will defend Fxxxxxx Mac’s rights and security interests created by this Article against the occurrence claims and demands of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) all Persons. If an Event of Default has occurred and is continuing, Lender subject to Article VII hereof, Fxxxxxx Mac shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable law. In exercising any remedies, Lender Fxxxxxx Mac may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's the other remediesremedies available to Fxxxxxx Mac. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Deed of Trust shall cover, and the Property shall include, all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition, this Deed of Trust shall constitute a security agreement under pursuant to the Uniform Commercial Code UCC for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, "Personal Property") and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Grantor hereby grants to Lender Agent, for the benefit of Agent and Lender, a security interest in the Personal Property. Agent shall have all of the rights and remedies of a secured party under the UCC Collateral. Borrower as well as all other rights and remedies available at law or in equity. (b) Grantor hereby authorizes Lender Agent to prepare and file any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Deed of Trust, all in such form as Lender Agent may require to perfect or continue the perfection of this a security interest with respect to the Personal Property. Grantor hereby authorizes and Borrower agrees, if Lender so requests, empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and deliver to Lender such file, on Grantor's behalf, all financing statements, continuation statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower Grantor shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Grantor shall not, without the prior written consent of LenderAgent, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC CollateralPersonal Property. So long as no Event of Default exists, Grantor may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest granted herein. (bd) Unless Borrower gives Notice To the extent permitted by law, Grantor, Lender and Agent agree that with respect to Lender within 30 days after all items of Personal Property which are or will become fixtures on the occurrence Land, this Deed of any Trust, upon recording or registration in the real estate records of the followingproper office, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change constitute a "fixture filing" within the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any meaning of the Mortgaged Property is stored, held or locatedUCC. (ce) If After an Event of Default has occurred Default, Agent may exercise in respect of the Personal Property, in addition to all other rights and is continuingremedies provided for herein or otherwise available to it, Lender shall have all the rights and remedies of a secured party on default under the Uniform Commercial Code, in addition to all remedies provided by this Instrument UCC (whether or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against not the UCC Collateral separately or togetherapplies to the affected Personal Property) and also may: (i) require Grantor to, and Grantor hereby agrees that it will, at its expense and upon request of Agent, forthwith assemble all or part of the Personal Property as directed by Agent and make it available to Agent at any reasonable place or places designated by Agent; and (ii) without notice except as specified below, sell, lease or otherwise dispose of the Personal Property or any part thereof in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any orderof Agent's offices or elsewhere, without in any way affecting the availability of Lender's at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other remediesterms as Agent may deem commercially reasonable. (df) This Instrument constitutes Grantor agrees that, to the extent notice of sale shall be required by law, a financing statement with respect reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any part of such sale and such notice shall (i) describe Agent and Grantor, (ii) describe the Mortgaged Personal Property that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that Grantor is entitled to an accounting of the Indebtedness and stating the charge, if any, for an accounting, and (v) state the time and place of any public disposition or may become the time after which any private sale is to be made. Notwithstanding the foregoing, to the contrary, no notification need be given to Grantor if it has authenticated after default a Fixturestatement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Personal Property, if permitted by law, Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Personal Property or any portion thereof for the account of Agent. Agent shall not be obligated to make any sale of Personal Property regardless of notice of sale having been given. Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Personal Property and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any applicable law now existing or hereafter enacted. (g) After an Event of Default, Agent or its agents or attorneys shall have the right without further notice or demand or legal process (unless the same shall be required by applicable law), personally, or by its agents or attorneys, (i) to enter upon, occupy and use any premises owned or leased by Grantor or where the Personal Property is located (or is believed to be located) for so long as such entry, occupancy and use is necessary, without any obligation to pay rent to Grantor, to render the Personal Property useable or saleable and to remove the Personal Property or any part thereof therefrom to the premises of Agent or any agent of Agent for such time as Agent may desire in order to effectively collect or liquidate the Personal Property and use in connection with such removal any and all services, supplies and other facilities of Grantor; (ii) to make copies of and have access to Grantor's original books and records, to obtain access to Grantor's data processing equipment, computer hardware and software relating to the Personal Property and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of Grantor's mail to an address designated by Agent and to receive, open and dispose of all mail addressed to Grantor.

Uniform Commercial Code Security Agreement. (a) This Security Instrument is also a security agreement under the Uniform Commercial Code as in effect from time to time in the State of Florida (the “UCC”) for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial CodeUCC, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds Proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial CodeUCC, in addition to all remedies provided by this Security Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, together and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This remedies hereunder and/or under applicable law. The terms “sign,” “signed” and signatures” shall have their ordinary meanings except that, to limited extent Lender in an authenticated record expressly agrees otherwise from time to time in the exercise of its sole and absolute discretion, the terms may also include other methods used to authenticate. Without implying any limitation on the foregoing, with respect to the UCC Collateral that may be perfected by control, Borrower shall take such steps as Lender may require in order that Lender may have such control. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than Borrower or Lender, Borrower shall cause all such parties to execute and deliver on the date of this Security Instrument constitutes and from time to time hereafter security documents, financing statements or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement with respect to any part as set forth in Article 9 of the Mortgaged Property that is UCC. Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower and without notice to Borrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender may become a Fixturerequire pursuant the foregoing provisions of this Section. Further, if to the extent permitted by applicable lawlaws, Lender may file, without Borrower’s signature, one or more financing statements or other notices disclosing Lender’s liens and other security interests. All financing statements and notices may describe Lender’s collateral as all assets or all personal property of Borrower. Borrower hereby ratifies and confirms the validity of any and all financing statements filed by Lender prior to the date of this Security Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument Mortgage is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. Xxxxxxxx agrees that Lender may file this Mortgage, or a reproduction thereof, in the UCC Collateralreal estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Borrower hereby authorizes Lender Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Xxxxxxxx agrees to prepare execute and file deliver to Xxxxxx, upon Xxxxxx’s request, any financing statements, continuation statements as well as extensions, renewals, and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Xxxxxxxx’s breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of Borrower contained in this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingMortgage, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender’s option, may also invoke the remedies provided by in this Instrument or existing under applicable lawMortgage as to such items. In exercising any of said remedies, Lender Xxxxxx may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Xxxxxx’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in this Mortgage.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any of with respect to the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned Pledged Security Collateral as provided in Article VIII and all funds and accounts and investments thereof now or acquired in hereafter held by the future, Administrator under any Series Certificate Agreement (to the extent of any retained interested by the Sponsor therein) and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower the Sponsor hereby grants to Lender Freddie Mac a security interest in the UCC CollateralCollateral as security for all Obligations due under this Agreement and under any of the Sponsor Documents. Borrower hereby authorizes Lender The Sponsor shall execute and deliver to prepare and file Freddie Mac, upon Freddie Mac’s reasonable request, financing statements, continuation statements and financing statement amendments other account agreements and amendments, in such form as Lender Freddie Mac may reasonably require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsinterest. Borrower The Sponsor shall pay or cause to be paid all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Freddie Mac may reasonably require. Without Except as otherwise provided herein, without the prior written consent of LenderFreddie Mac, Borrower the Sponsor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after . The Sponsor covenants and agrees that it will defend Freddie Mac’s rights and security interests created by this Article against the occurrence claims and demands of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) all Persons. If an a Termination Event of Default has occurred and is continuing, Lender Freddie Mac shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable law. In exercising any remedies, Lender Freddie Mac may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's the other remediesremedies available to Freddie Mac. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code Code, as enacted in the State of Minnesota (the “Uniform Commercial Code”) for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Mortgagor hereby grants and conveys to Lender Mortgagee a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and Mortgagor agrees that Mortgagee may file financing statementsthis Instrument, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and Borrower agreesagreement or financing statement shall be sufficient as a financing statement. In addition, if Lender so requests, Mortgagor agrees to execute and deliver to Lender such Mortgagee, upon Mortgagee’s request, any financing statements, continuation statements extensions, renewals, amendments and amendmentsother records, and reproductions of this Instrument in such form as Mortgagee may require to perfect a security interest with respect to the foregoing items. Borrower Mortgagor shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Mortgagee may require. Mortgagor hereby waives any and all rights Mortgagor may have to file in the real estate records or any other index or record any financing statement, amendment, termination statement or other record pertaining to the Collateral and/or Mortgagee’s interest therein. Without the prior written consent of LenderMortgagee, Borrower Mortgagor shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the followingsaid items, including replacements and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If additions thereto. Upon an Event of Default has occurred and is continuingDefault, Lender Mortgagee shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Mortgagee may also invoke the remedies provided by this Instrument or existing under applicable lawin Sections 24, 25, 26 and 27 hereof as to such items. In exercising any remedies, Lender of said remedies Mortgagee may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Mortgagee’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixtureremedies provided in Sections 24, if permitted by applicable law25, 26 and 27 hereof.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code UCC for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial CodeUCC, for the purpose of securing Borrower’s obligations under this Instrument and to further secure Borrower’s obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and by this Instrument, Borrower hereby grants to Lender a security interest under the UCC in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall Xxxxxx will have the remedies of a secured party under the Uniform Commercial CodeUCC, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Mortgage is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Mortgage, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender’s request, any financing statements, continuation statements as well as extensions, renewals, and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower’s breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of Borrower contained in this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingMortgage, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender’s option, may also invoke the remedies provided by in this Instrument or existing under applicable lawMortgage as to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part ’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in this Mortgage.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any the Cap Reserve Account, the Cap Fee Escrow, the Principal Reserve Funds and all funds and accounts and investments of funds and accounts now or hereafter held by the Mortgaged Property which, under applicable law, may be subjected to a security interest Trustee under the Uniform Commercial Code, whether such Mortgaged Property is owned now Indenture (to the extent the Owner retains any interest therein) and by the Servicer with respect to payments payable under the Loan or acquired in the futureReimbursement Security Documents, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral")) for all obligations due under this Agreement and under any of the Borrower Documents, and Borrower the Owner hereby grants to Lender Xxxxxxx Mac a security interest in the UCC Collateral. Borrower hereby authorizes Lender The Owner shall execute and deliver to prepare and file Xxxxxxx Mac upon Xxxxxxx Mac's request, financing statements, continuation statements statements, and financing statement amendments other account agreements and amendments, in such form as Lender Xxxxxxx Mac may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsinterest. Borrower The Owner shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Xxxxxxx Mac may require. Without the prior written consent of LenderXxxxxxx Mac, Borrower the Owner shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. Collateral (b) Unless Borrower gives Notice to Lender within 30 days after other than as created under the occurrence Indenture). The Owner covenants and agrees that it will defend Xxxxxxx Mac's rights and security interests created by this Article against the claims and demands of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) all Persons. If an Event of Default has occurred and is continuing, Lender Xxxxxxx Mac shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable law. In exercising any remedies, Lender Xxxxxxx Mac may exercise its remedies against the UCC Collateral separately or together, together and in any order, without in any way affecting the availability of Lender's the other remediesremedies available to Xxxxxxx Mac. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under between Borrower, as debtor, and Lender, as secured party, pursuant to the Uniform Commercial Texas Business and Commerce Code 1.01 et seq. ("Texas UCC") for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral")Texas UCC, and Borrower hereby grants to Lender a security interest in the UCC Collateralall such items. Borrower hereby authorizes agrees that Lender to prepare and may file financing statements, continuation statements and this Instrument or a reproduction thereof in the real estate records or other appropriate index as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to execute and deliver to Lender, upon Lender's request, any financing statement, as well as extensions, renewals, and amendments thereof, and reproduction of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statement and any extensions, renewals, amendments, and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, which consent may be withheld for any reason whatsoever or no reason, as Lender may determine in its sole and absolute discretion, Borrower shall not create or permit suffer to exist be created pursuant to the Texas UCC any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after said items, including replacements and additions thereto. Upon the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and (as that term is continuingdefined in Article VII below), including the covenants to pay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeTexas UCC and, in addition to all at Lender's option, may also invoke the remedies provided by in Article VIII of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Texas UCC or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in Article VIII of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Security Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash proceeds and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender HUD a security interest in the UCC Collateral. Borrower hereby authorizes Lender HUD to prepare and file financing statements, continuation statements and financing statement amendments amendments, in such form as Lender HUD may require to perfect or continue the perfection of this security interest. Xxxxxxxx agrees to enter into any agreements, in form as HUD may require, that the Uniform Commercial Code requires to perfect and continue perfection of HUD’s security interest and Borrower agrees, if Lender so requests, in the portion of UCC Collateral that requires HUD control to execute and deliver to Lender attain such financing statements, continuation statements and amendmentsperfection. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender HUD may require. Without the prior written consent of LenderHUD, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice . Except for such UCC filings disclosed to Lender within 30 days after the occurrence of any of the following, and executes and delivers HUD that are to Lender modifications or supplements of this Instrument (and any financing statement which may be filed released in connection with this Instrument) as Lender may requirethe financing of the Loan or that are otherwise consented to in writing by HUD, Borrower represents and warrants to HUD that Borrower has taken and shall take no action that would give rise to such UCC filings, except for any UCC filings in connection with the acquisition of any Personalty that has been approved in writing by HUD. Borrower also represents and warrants to HUD that it has not (i) entered into, and will not enter into, any agreement with any party other than HUD in conjunction with the present Loan transaction that allows for the perfection of a security interest in any portion of the UCC Collateral. Borrower may enter into such agreement for financing that is senior to this Loan as part of the Senior Loan Documents. Borrower will promptly notify HUD of any change in its business or principal location, name, identityor other organizational change that would require a filing under the UCC to continue perfection of HUD’s interest, structure and hereby authorizes HUD to file, and will assist HUD in filing, any forms necessary to continue the effectiveness of existing financing statements or jurisdiction for perfection of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) HUD’s security interest. If an Event of Default has occurred and is continuing, Lender HUD shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Security Instrument or existing under applicable law. In exercising any remedies, Lender HUD may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of LenderHUD's other remedies. (d) . This Security Instrument constitutes a fixture filing financing statement with respect to any part of the Mortgaged Property that which is or may become a Fixture, if permitted by applicable lawFixture and which shall be filed in the local real estate records.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender METLIFE a first and prior security interest in all of the UCC CollateralProperty that constitutes personally, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and agrees that METLIFE may file financing statementsthis Instrument, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such METLIFE, upon METLIFE's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as METLIFE may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender METLIFE may require. Without the prior written consent of LenderMETLIFE, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its nameincluding the covenants to pay when due all sums secured by this Instrument, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender METLIFE shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and METLIFE may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies METLIFE may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderMETLIFE's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by METLIFE, Borrower shall prepare and deliver to METLIFE a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender’s request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower’s breach of any covenant or agreement of Borrower contained in this instrument, including the following, and executes and delivers covenants to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with pay when due all sums secured by this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender’s option, may also invoke the remedies provided by in paragraph 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part ’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 27 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code (the "UCC") for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC CollateralPersonal Property"), (b) Borrower agrees to execute and Borrower hereby grants deliver to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest with respect to the Personal Property. Borrower hereby authorizes and Borrower agrees, if empowers Lender so requests, and irrevocably appoints Lender its agent and attorney-in-fact to execute and deliver to Lender such file, on Borrower's behalf, all financing statements, continuation statements and amendmentsrefilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that as Lender may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderLender (which consent will not be unreasonably withheld), Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and is continuingutility to the disposed Personal Property. Any replacement or substituted Personal Property shall be, Lender shall have subject to the remedies of a secured party under Senior Movable Personal Property Interests, subject to the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower and Lender agree that with respect to any part all items of Personal Property which are or will become fixtures on the Land, this Mortgage, upon recording or registration in the real estate records of the Mortgaged Property that is or may become proper office, shall constitute a Fixture, if permitted by applicable law"fixture filing" within the meaning of the UCC.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender Lxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Bxxxxxxx agrees, if Lender Lxxxxx so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any the Cap Reserve Account, the Cap Fee Escrow, the Principal Reserve Funds and all funds and accounts and investments of funds and accounts now or hereafter held by the Mortgaged Property which, under applicable law, may be subjected to a security interest Trustee under the Uniform Commercial Code, whether such Mortgaged Property is owned now Indenture (to the extent the Owner retains any interest therein) and by the Servicer with respect to payments payable under the Loan or acquired in the futureReimbursement Security Documents, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral")) for all obligations due under this Agreement and under any of the Borrower Documents, and Borrower the Owner hereby grants to Lender Freddie Mac a security interest in the UCC Collateral. Borrower hereby authorizes Lender The Ownxx xxxxl execute and deliver to prepare and file Freddie Mac upon Freddie Mac's request, financing statements, continuation statements conxxxxxxxon statemenxx, xxx other account agreements and financing statement amendments amendments, in such form as Lender Freddie Mac may require to perfect or continue the perfection of this xxxx security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsinterest. Borrower The Owner shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Freddie Mac may require. Without the prior written consent of LenderFrexxxx Xac, Borrower the Owner shall not create or permit to exist any other lien xxxxx xien or security interest in any of the UCC Collateral. Collateral (b) Unless Borrower gives Notice to Lender within 30 days after other than as created under the occurrence Indenture). The Owner covenants and agrees that it will defend Freddie Mac's rights and security interests created by this Artixxx xxainst the claims and demands of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) all Persons. If an Event of Default has occurred and is continuing, Lender Freddie Mac shall have the remedies of a secured party under the Uniform xxx Xniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable law. In exercising any remedies, Lender Freddie Mac may exercise its remedies against the UCC Collateral separately xxxxxxxely or together, together and in any order, without in any way affecting the availability of Lender's the other remediesremedies available to Freddie Mac. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Deed is also intended to ------------------------------------------ be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender METLIFE a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, Xxxxxxxx agrees to execute and deliver to Lender such METLIFE, upon METLIFE's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Deed in such form as METLIFE may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender METLIFE may require. Without the prior written consent of LenderMETLIFE, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Xxxxxxxx's breach of any covenant or agreement of Borrower contained in this Deed, including the followingcovenants to pay when due all sums secured by this Deed, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender METLIFE shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and METLIFE may also invoke the remedies provided by in Section 26 ---------- of this Instrument or existing under applicable lawDeed as to such items. In exercising any remedies, Lender of said remedies METLIFE may exercise its remedies proceed against the UCC Collateral items of Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderMETLIFE's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of ---------- this Deed. Within ten (10) days following any request therefor by METLIFE, Borrower shall prepare and deliver to METLIFE a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument MRLF Mortgage is also a security agreement under the Uniform Commercial Code for any of the MRLF Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument MRLF Mortgage or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) . This Instrument MRLF Mortgage constitutes a financing statement with respect to any part of the MRLF Mortgaged Property that which is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any of with respect to the Mortgaged Property which, under applicable law, may be subjected to a security interest Hedge Collateral as provided in Article V and the Pledged Security Collateral as provided in Article VIII and all funds and accounts and investments thereof now or hereafter held by the Administrator under the Uniform Commercial Code, whether such Mortgaged Property is owned Series Certificate Agreement (to the extent of any retained interested by the Sponsor therein) and all funds and accounts and investments thereof now or acquired in hereafter held for the futurebenefit of Xxxxxxx Mac under the Custody Account, the Stabilization Escrow Agreement and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower the Sponsor hereby grants to Lender Xxxxxxx Mac a security interest in the UCC CollateralCollateral as security for all Obligations due under this Agreement and under any of the Sponsor Documents. Borrower hereby authorizes Lender The Sponsor shall execute and deliver to prepare and file Xxxxxxx Mac, upon Xxxxxxx Mac’s request, financing statements, continuation statements and financing statement amendments other account agreements and amendments, in such form as Lender Xxxxxxx Mac may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsinterest. Borrower The Sponsor shall pay or cause to be paid all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Xxxxxxx Mac may reasonably require. Without Except as otherwise permitted herein, without the prior written consent of LenderXxxxxxx Mac, Borrower the Sponsor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after . The Sponsor covenants and agrees that it will defend Xxxxxxx Mac’s rights and security interests created by this Article against the occurrence claims and demands of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) all Persons. If an Event of Default has occurred and is continuing, Lender subject to Article VII hereof, Xxxxxxx Mac shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable law. In exercising any remedies, Lender Xxxxxxx Mac may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's the other remediesremedies available to Xxxxxxx Mac. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject' to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. Borrower agrees that Lender may file this Instrument, or a reproduction thereof, in the UCC real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower hereby authorizes Lender agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by this Instrument herein or existing under in any of the Loan Documents, or pursuant to any applicable lawlaw as to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is remedies provided herein or may become a Fixturein any of the Loan Documents. For purposes of the Security Agreement and the fixture filing, if permitted by applicable lawthe Borrower shall constitute the "DEBTOR" and shall have the address specified in the first paragraph of this Instrument and the Lender shall constitute the "SECURITY PARTY" and shall have the address specified in the first paragraph of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall cover, and the Property shall include, all of Borrower’s right, title and interest in and to all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition this Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether Code (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), “Personal Property”) and Borrower hereby grants to Agent, for the benefit of Agent and Lender a security interest in the UCC CollateralPersonal Property. Agent, for the benefit of Agent and Lender shall have all of the rights and remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Agent any financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Agent may reasonably require to perfect a security interest with respect to the Personal Property. Borrower hereby authorizes and empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and file, on Borrower’s behalf, all financing statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all reasonable costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderAgent, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC CollateralPersonal Property. So long as no Event of Default exists and is continuing, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest granted herein. (bd) Unless Borrower gives Notice To the extent permitted by law, Borrower, Lender and Agent agree that with respect to Lender all items of Personal Property which are or will become fixtures on the Land, this Mortgage shall be effective as a financing statement filed as, and shall constitute, a “fixture filing,” within 30 days after the occurrence of any meaning of the followingCode, and executes and delivers is to Lender modifications or supplements be filed for record in the real estate records of this Instrument each County where any part of the Land (and any including said fixtures) is situated. This Mortgage shall also be effective as a financing statement covering as-extracted collateral (including oil and gas and other minerals), accounts and general intangibles under the Code, which will be financed at the wellhead or minehead of the xxxxx or mines located on the Land, and is to be filed for record in the real estate records of each county where any part of the Land is situated. This Mortgage shall also be effective as a financing statement covering any other property and may be filed in connection with this Instrument) as Lender may require, any other appropriate filing or recording. Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change is the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any record owner of the Mortgaged Property Leasehold Estate. The mailing address for Borrower (debtor) is stored, held or locatedset forth on the first page of this Mortgage and the address of Lender (secured party) from which information concerning the security interest may be obtained is the address of Lender set forth on the first page of this Mortgage. (ce) If Upon the occurrence of an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remediesDefault, Lender may exercise its remedies against rights of enforcement with respect to the UCC Collateral separately or togetherPersonal Property under the New Mexico Uniform Commercial Code, and in any order, without in any way affecting the availability of Lender's other remediesas amended. (df) This Instrument Mortgage constitutes a financing statement with respect “construction mortgage,” as defined in XXXX 0000, § 55-9-334(h) (2001), as it may be revised from time to any part time, to the extent that it secures an obligation incurred for the construction of an improvement on the Land, including the acquisition cost of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawLand.

Uniform Commercial Code Security Agreement. (a) This Instrument Trust Deed is also intended to be a security agreement under pursuant to the Uniform Commercial Code of Oregon for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral")Code of Oregon, and Borrower hereby grants to Lender Bank a security interest in the UCC Collateralsaid items. Borrower hereby authorizes Lender to prepare and agrees that Bank may file financing statementsthis Trust Deed, continuation statements and or a reproduction of it, in the real estate records, office of the Oregon Secretary of State, or other appropriate filing index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Trust Deed or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Bank, upon Bank's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments of them, and reproductions of this Trust Deed in such form as Bank may require to perfect a security interest with respect to said items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases of them, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Bank may require. Borrower shall notify Bank in writing prior to changing Borrower's name or moving Borrower's chief executive office or any of the Property secured by this Trust Deed. Without the prior written consent of LenderBank, Borrower shall not create or permit suffer to exist be created any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice those items, including, without limitation, replacements, substitutions and additions to Lender within 30 days after the occurrence them. Upon Borrower's breach of any covenant or agreement of Borrower contained in this Trust Deed, including, but not limited to, the followingcovenants to pay when due all sums secured by this Trust Deed, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Bank shall have the remedies of a secured party under the Uniform Commercial CodeCode of Oregon and, in addition to all at Bank's option, may also invoke the remedies provided by in this Instrument or existing under applicable lawTrust Deed as to such items. In exercising any of said remedies, Lender Bank may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, whether by nonjudicial sale or otherwise, without in any way affecting the availability of LenderBank's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code of Oregon or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawother remedies provided in this Trust Deed.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in and the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to the Lender a security interest in said items. The Borrower agrees that the UCC Lender may file any appropriate document in the appropriate index as a financing statement for any of the items specified above as part of the Collateral. In addition, the Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such the Lender, upon the Lender's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Agreement in such form as the Lender may reasonably require to perfect a security interest with respect to said items. The Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that the Lender may reasonably require. Without the prior written consent of Lender, The Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any the Collateral, other than the Security Interests of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after Secured Parties, including replacements and additions thereto. Upon the occurrence of any an event of the followingdefault, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender each Secured Party shall have the remedies of a secured party Lender under the Uniform Commercial CodeCode and, in addition to all at the Secured Party's option, may also invoke the other remedies provided by in this Instrument or existing under applicable lawAgreement as to such items. In exercising any of said remedies, Lender the Secured Parties may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lenderthe Secured Party's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawother remedies provided in this Agreement.

Uniform Commercial Code Security Agreement. (a) This Instrument Security Deed is also intended to be a security agreement pursuant to the Uniform Commercial Code for any of the items specified above as part of the Property that under applicable law may be subject to a security interest pursuant to the Uniform Commercial Code, and Borrower hereby grants Lender a security interest in such items. The parties intend for this Security Deed to create a lien and security interest and security title in the Property and an absolute assignment of the Rents, all in favor of Lender. This Security Deed constitutes a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under State in which the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the futurelocated, covering all personal property, fixtures, and all products leases and cash and non-cash proceeds thereof rents. (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateral. b) Borrower hereby authorizes Lender to prepare and file one or more financing statements, continuation statements and financing statement amendments in such form other documents as Lender may from time to time require to perfect or continue the perfection of this Lender's security interest in any Property, including personal property, fixtures, and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsrents. Borrower shall pay all filing fees and costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may incur in filing such documents in public offices and in obtaining such record searches as Lender may reasonably require. Without In case Borrower fails to execute any financing statements or other documents for the prior written consent perfection or continuation of Lenderany security interest, Borrower shall not create or permit hereby appoints Lender as its true and lawful attorney-in-fact to exist execute any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and such documents on its behalf. If any financing statement which may be or other document is filed in connection with this Instrument) the records normally pertaining to personal property, that filing shall never be construed as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting derogating from or impairing this Security Deed or the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part rights or obligations of the Mortgaged Property that is or may become a Fixtureparties under it. For the purposes set forth herein, if permitted by applicable lawthe respective addresses of Borrower, as debtor, and Lender, as secured party, are as set forth in the preambles of this Security Deed.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentsthe foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Lender may also invoke the remedies provided by in Section 23 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, of said remedies Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 23 of this Instrument. Within ten (10) days following any request therefor by Lender, Borrower shall prepare and deliver to Lender a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender METLIFE a first and prior security interest in all of the UCC CollateralProperty that constitutes personally, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and agrees that METLIFE may file financing statementsthis Instrument, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such METLIFE, upon METLIFE's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as METLIFE may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender METLIFE may require. Without the prior written consent of LenderMETLIFE, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after said items, including replacements and additions thereto. Upon the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingDefault, Lender METLIFE shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and METLIFE may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies METLIFE may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderMETLIFE's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by METLIFE, Borrower shall prepare and deliver to METLIFE a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code (the "UCC") for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future"Personal Property") and, and all products and cash and non-cash proceeds thereof (collectivelysubject to the Senior Movable Personal Property Interests, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the Personal Property. Lender shall have all of the rights and remedies of a secured party under the UCC Collateral. as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes agrees to execute and deliver to Lender to prepare and file any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest with respect to the Personal Property. Borrower hereby authorizes and Borrower agrees, if 13 empowers Lender so requests, and irrevocably appoints Lender its agent and attorney-in-fact to execute and deliver to Lender such file, on Borrower's behalf, all financing statements, continuation statements and amendmentsrefilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that as Lender may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderLender (which consent will not be unreasonably withheld), Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and is continuingutility to the disposed Personal Property. Any replacement or substituted Personal Property shall be, Lender shall have subject to the remedies of a secured party under Senior Movable Personal Property Interests, subject to the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower and Lender agree that with respect to any part all items of Personal Property which are or will become fixtures on the Land, this Mortgage, upon recording or registration in the real estate records of the Mortgaged Property that is or may become proper office, shall constitute a Fixture, if permitted by applicable law"fixture filing" within the meaning of Section 9-313 of the UCC.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender Bank a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and agrees that Bank may file financing statementsthis Instrument, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Bank, upon Bank's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as Bank may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Bank may require. Without the prior written consent of LenderBank, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its nameincluding the covenants to pay when due all sums secured by this Instrument, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Bank shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Bank may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies Bank may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderBank's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by Bank, Borrower shall prepare and deliver to Bank a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code (the "UCC") for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future"Personal Property") and, and all products and cash and non-cash proceeds thereof (collectivelysubject to the Senior Movable Personal Property Interests, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the Personal Property. Lender shall have all of the rights and remedies of a secured party under the UCC Collateral. as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes agrees to execute and deliver to Lender to prepare and file any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest with respect to the Personal Property. Borrower hereby authorizes and Borrower agrees, if empowers Lender so requests, and irrevocably appoints Lender its agent and attorney-in-fact to execute and deliver to Lender such file, on Borrower's behalf, all financing statements, continuation statements and amendmentsrefilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without expenses (c) Borrower shall not, without the prior written consent of LenderLender (which consent will not be unreasonably withheld), Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and is continuingutility to the disposed Personal Property. Any replacement or substituted Personal Property shall be, Lender shall have subject to the remedies of a secured party under Senior Movable Personal Property Interests, subject to the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower and Lender agree that with respect to any part all items of Personal Property which are or will become fixtures on the Land, this Mortgage, upon recording or registration in the real estate records of the Mortgaged Property that is or may become proper office, shall constitute a Fixture, if permitted by applicable law"fixture filing" within the meaning of the UCC.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Deed of Trust shall cover, and the Property shall include, all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition, this Deed of Trust shall constitute a security agreement under pursuant to the Uniform Commercial Code UCC for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, "Personal Property") and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Grantor hereby grants to Lender Agent, for the benefit of Agent and Lender, a security interest in the Personal Property. Agent shall have all of the rights and remedies of a secured party under the UCC Collateral. Borrower as well as all other rights and remedies available at law or in equity. (b) Grantor hereby authorizes Lender Agent to prepare and file any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Deed of Trust, all in such form as Lender Agent may require to perfect or continue the perfection of this a security interest with respect to the Personal Property. Grantor hereby authorizes and Borrower agrees, if Lender so requests, empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and deliver to Lender such file, on Grantor's behalf, all financing statements, continuation statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower Grantor shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Grantor shall not, without the prior written consent of LenderAgent, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC CollateralPersonal Property. So long as no Event of Default exists, Grantor may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest granted herein. (bd) Unless Borrower gives Notice To the extent permitted by law, Grantor, Lender and Agent agree that with respect to Lender within 30 days after all items of Personal Property which are or will become fixtures on the occurrence Land, this Deed of any Trust, upon recording or registration in the real estate records of the followingproper office, shall constitute a "fixture filing" within the meaning of the UCC, generally, and executes specifically under A.R.S. §§ 47-9334 and delivers to Lender modifications or supplements of this Instrument (47-9502.B and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any C of the Mortgaged Property is storedUCC, held as amended or locatedrecodified from time to time. (ce) If After an Event of Default has occurred Default, Agent may exercise in respect of the Personal Property, in addition to all other rights and is continuingremedies provided for herein or otherwise available to it, Lender shall have all the rights and remedies of a secured party on default under the Uniform Commercial Code, in addition to all remedies provided by this Instrument UCC (whether or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against not the UCC Collateral separately or togetherapplies to the affected Personal Property) and also may: (i) require Grantor to, and Grantor hereby agrees that it will, at its expense and upon request of Agent, forthwith assemble all or part of the Personal Property as directed by Agent and make it available to Agent at any reasonable place or places designated by Agent; and (ii) without notice except as specified below, sell, lease or otherwise dispose of the Personal Property or any part thereof in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any orderof Agent's offices or elsewhere, without in any way affecting the availability of Lender's at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other remediesterms as Agent may deem commercially reasonable. (df) This Instrument constitutes Grantor agrees that, to the extent notice of sale shall be required by law, a financing statement with respect reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any part of such sale and such notice shall (i) describe Agent and Grantor, (ii) describe the Mortgaged Personal Property that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that Grantor is entitled to an accounting of the Indebtedness and stating the charge, if any, for an accounting, and (v) state the time and place of any public disposition or may become the time after which any private sale is to be made. Notwithstanding the foregoing, to the contrary, no notification need be given to Grantor if it has authenticated after default a Fixturestatement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Personal Property, if permitted by law, Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Personal Property or any portion thereof for the account of Agent. Agent shall not be obligated to make any sale of Personal Property regardless of notice of sale having been given. Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Personal Property and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any applicable law now existing or hereafter enacted. (g) After an Event of Default, Agent or its agents or attorneys shall have the right without further notice or demand or legal process (unless the same shall be required by applicable law), personally, or by its agents or attorneys, (i) to enter upon, occupy and use any premises owned or leased by Grantor or where the Personal Property is located (or is believed to be located) for so long as such entry, occupancy and use is necessary, without any obligation to pay rent to Grantor, to render the Personal Property useable or saleable and to remove the Personal Property or any part thereof therefrom to the premises of Agent or any agent of Agent for such time as Agent may desire in order to effectively collect or liquidate the Personal Property and use in connection with such removal any and all services, supplies and other facilities of Grantor; (ii) to make copies of and have access to Grantor's original books and records, to obtain access to Grantor's data processing equipment, computer hardware and software relating to the Personal Property and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of Grantor's mail to an address designated by Agent and to receive, open and dispose of all mail addressed to Grantor.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Deed of Trust shall cover, and the Property shall include, all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition, this Deed of Trust shall constitute a security agreement under pursuant to the Uniform Commercial Code UCC for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC CollateralPersonal Property"), ) and Borrower hereby grants to Lender Agent, for the benefit of Agent and Lender, a security interest in the Personal Property. Agent shall have all of the rights and remedies of a secured party under the UCC Collateralas well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes Agent to file any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Deed of Trust, all in such form as Agent may require to perfect a security interest with respect to the Personal Property. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements empowers Agent and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest irrevocably appoints Agent its agent and Borrower agrees, if Lender so requests, attorney-in-fact to execute and deliver to Lender such file, on Borrower's behalf, all financing statements, continuation statements and amendments. refilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderAgent, Borrower shall not create sell assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC CollateralPersonal Property. So long as no Event of Default exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of xxx.Xxxxxxxx, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest granted herein. (bd) Unless Borrower gives Notice To the extent permitted by law, Borrower, Lender and Agent agree that with respect to Lender within 30 days after all items of Personal Property which are or will become fixtures on the occurrence Land, this Deed of any Trust, upon recording or registration in the real estate records of the followingproper office, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change constitute a "fixture filing" within the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any meaning of the Mortgaged Property is stored, held or locatedUCC. (ce) If After an Event of Default has occurred Default, Agent may exercise in respect of the Personal Property, in addition to all other rights and is continuingremedies provided for herein or otherwise available to it, Lender shall have all the rights and remedies of a secured party on default under the Uniform Commercial Code, in addition to all remedies provided by this Instrument UCC (whether or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against not the UCC Collateral separately or togetherapplies to the affected Personal Property) and also may: (i) require Borrower to, and Borrower hereby agrees that it will, at its expense and upon request of Agent, forthwith assemble all or part of the Personal Property as directed by Agent and make it available to Agent at any reasonable place or places designated by Agent; and (ii) without notice except as specified below, sell, lease or otherwise dispose of the Personal Property or any part thereof in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any orderof Agent's offices or elsewhere, without in any way affecting the availability of Lender's at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other remediesterms as Agent may deem commercially reasonable. (df) This Instrument constitutes Borrower agrees that, to the extent notice of sale shall be required by law, a financing statement with respect reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any part of such sale and such notice shall (i) describe Agent and Borrower, (ii) describe the Mortgaged Personal Property that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that Borrower is entitled to an accounting of the Indebtedness and stating the charge, if any, for an accounting, and (v) state the time and place of any public disposition or may become the time after which any private sale is to be made. Notwithstanding the foregoing, to the contrary, no notification need be given to Borrower if it has authenticated after default a Fixturestatement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Personal Property, if permitted by law, Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Personal Property or any portion thereof for the account of Agent. Agent shall not be obligated to make any sale of Personal Property regardless of notice of sale having been given. Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Personal Property and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any applicable law now existing or hereafter enacted. (g) After an Event of Default, Agent or its agents or attorneys shall have the right without further notice or demand or legal process (unless the same shall be required by applicable law), personally, or by its agents or attorneys, (i) to enter upon, occupy and use any premises owned or leased by Borrower or where the Personal Property is located (or is believed to be located) for so long as such entry, occupancy and use is necessary, without any obligation to pay rent to Borrower, to render the Personal Property useable or saleable and to remove the Personal Property or any part thereof therefrom to the premises of Agent or any agent of Agent for such time as Agent may desire in order to effectively collect or liquidate the Personal Property and use in connection with such removal any and all services, supplies and other facilities of Borrower; (ii) to make copies of and have access to Borrower's original books and records, to obtain access to Borrower's data processing equipment, computer hardware and software relating to the Personal Property and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of Borrower's mail to an address designated by Agent and to receive, open and dispose of all mail addressed to Borrower.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender Mortgagee a first and prior security interest in all of the UCC Property that constitutes personal property (“Collateral”, for purposes of this Section 14), whether now owned or hereafter acquired. Xxxxxxxx agrees that Mortgagee may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Borrower hereby authorizes Lender to prepare and file Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagee may submit for filing any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender Mortgagee may require deem appropriate to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentsthe foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Mortgagee may reasonably require. Without Borrower expressly warrants and covenants: (a) Except for the prior written consent of LenderPermitted Exceptions and the security interest granted hereby and by the other Loan Documents, Borrower shall not create or permit to exist is the owner of the Collateral free from any other lien or lien, security interest in or encumbrance. Borrower understands that any further encumbrance of the UCC CollateralCollateral is prohibited. Xxxxxxxx shall defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. (b) Unless The Collateral is used or bought primarily for use in the business of Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or locatedfor consumer purposes. (c) If Xxxxxxxx’s business address is as stated above. The Collateral is located at or on or is used or owned for or in connection with the Premises and other Property. (d) Borrower shall promptly notify Mortgagee of any change in the location of the Collateral or any change in Borrower’s principal place of business. (e) Borrower will not use the Collateral in violation of any applicable statutes, regulations or ordinances. (f) Notwithstanding anything else contained herein to the contrary, if any personal property for use on the Property will be leased to Borrower, Mortgagee’s interest therein shall be subordinate to lessor’s interest therein. Until the occurrence of an Event of Default, Borrower may have possession of the Collateral and use it in any lawful manner, and upon the occurrence of an Event of Default has occurred Mortgagee shall have the immediate right to the possession of the Collateral. Upon the occurrence and is continuingduring the continuance of an Event of Default, Lender Mortgagee shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Mortgagee may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies Mortgagee may exercise its remedies proceed against the UCC items of real property and any items of Collateral specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Mortgagee’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by Mortgagee, Borrower shall prepare and deliver to Mortgagee a Fixturewritten inventory specifically listing all of the Collateral covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. 2.1 As security for the payment, performance and observance of the covenants and agreements of Operator contained in this Agreement and any other Loan Documents to which Operator is a party and of Borrower under the Loan Documents, including Xxxxxxxx’s repayment of the Loan in a timely manner and all interest and other charges under the Loan Documents and the other Obligations (collectively, “Secured Obligations”), Operator grants to Lender a security interest in all of Operator’s now owned or hereafter acquired or arising right, title and interest in and to all of the following property (collectively, “Collateral Property”) provided that the Collateral Property is strictly limited in all cases (whether or not so specified below) to the extent, and only to the extent, it is a part of the Mortgaged Property or attached to, used in connection with or arising from the ownership, leasing, management or operation of the Mortgaged Property, including the operation of the Mortgaged Property by Operator pursuant to the Operating Lease: (a) Accounts (b) Awards (c) Contracts (d) Facility Licenses (e) Fixtures (f) Imposition Reserve Deposits (g) Improvements (h) Insurance Proceeds (i) Land (j) Leases (k) Names (l) Other Earnings (m) Other Rights (n) Payments (o) Personalty (p) Refunds (q) Rents (r) Tenant Security Deposits (s) Third Party Care Payments (t) Third Party Miscellaneous Payments (u) Products and Proceeds of all the foregoing 2.2 This Instrument Agreement is also a security agreement under the Uniform Commercial Code (“Code”) for any of the Mortgaged Collateral Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Collateral Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby Operator grants to Lender a security interest in the UCC CollateralCollateral to secure the timely payment and performance of the Secured Obligations of Operator and Borrower, respectively. Borrower hereby Operator authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Operator agrees, if Lender Xxxxxx so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall will pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall Operator will not create or permit to exist any other lien or security interest Lien in any of the UCC CollateralCollateral or any of the other Collateral Property (except only Liens in favor of Lender to secure the Secured Obligations and Permitted Liens). (b) 2.3 Unless Borrower Operator gives Notice to Lender within 30 10 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument Agreement (and any financing statement which may be filed in connection with this InstrumentAgreement) as Lender may require, Borrower shall not Operator will not: (ia) change its name, identity, structure or jurisdiction of organization; , (iib) change the location of its place of business (or chief executive office if more than one place of business); or business),or (iiic) add to or change any location at which any of the Mortgaged Collateral Property is stored, held or located. (c) 2.4 If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable lawlaw or in equity. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as pan of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender METLIFE a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. In addition, Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such METLIFE, upon METLIFE's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as METLIFE may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender METLIFE may require. Without the prior written consent of LenderMETLIFE, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of Borrower contained in this Instrument, including the following, and executes and delivers covenants to Lender modifications or supplements of pay when due all sums secured by this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender METLIFE shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and METLIFE may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies METLIFE may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderMETLIFE's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by METLIFE, Borrower shall prepare and deliver to METLIFE a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender METLIFE a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and agrees that METLIFE may file financing statementsthis Instrument, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such METLIFE, upon METLIFE's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as METLIFE may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender METLIFE may require. Without the prior written consent of LenderMETLIFE, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its nameincluding the covenants to pay when due all sums secured by this Instrument, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender METLIFE shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and METLIFE may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies METLIFE may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderMETLIFE's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by METLIFE, Borrower shall prepare and deliver to METLIFE a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. Borrower agrees that Lender may file this Instrument, or a reproduction thereof, in the UCC real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower hereby authorizes Lender agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by this Instrument herein or existing under in any of the Loan Documents, or pursuant to any applicable lawlaw as to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) remedies under the Uniform Commercial Code or of the remedies provided herein or in any of the Loan Documents. This Instrument constitutes shall constitute a financing statement with respect to any part fixture filing within the meaning of Sections 9-102(a)(40), 9-334 and 9-502 of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawUniform Commercial Code in effect in the State of Michigan.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower Bxxxxxxx hereby authorizes Lender Lxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Bxxxxxxx agrees, if Lender Lxxxxx so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower's obligations under this Instrument and to further secure Borrower's obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall cover, and the Property shall include, all of Xxxxxxxx’s right, title and interest in and to all property now or hereafter affixed or attached to the Land, which to the fullest extent permitted by law, shall be deemed fixtures and a part of the Land. In addition this Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether Code (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), “Personal Property”) and Borrower hereby grants to Agent, for the benefit of Agent and Lender a security interest in the UCC CollateralPersonal Property. Borrower hereby authorizes Lender to prepare Agent, for the benefit of Agent and file financing statements, continuation statements Xxxxxx shall have all of the rights and financing statement amendments remedies of a secured party under the Code as well as all other rights and remedies available at law or in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, equity. (b) Xxxxxxxx agrees to execute and deliver to Lender such Agent any financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Agent may reasonably require to perfect a security interest with respect to the Personal Property. Xxxxxxxx hereby authorizes and empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and file, on Xxxxxxxx’s behalf, all financing statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all reasonable costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderAgent, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC CollateralPersonal Property. So long as no Event of Default exists and is continuing, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest granted herein. (bd) Unless Borrower gives Notice To the extent permitted by law, Xxxxxxxx, Xxxxxx and Agent agree that with respect to Lender all items of Personal Property which are or will become fixtures on the Land, this Mortgage shall be effective as a financing statement filed as, and shall constitute, a “fixture filing,” within 30 days after the occurrence of any meaning of the followingCode, and executes and delivers is to Lender modifications or supplements be filed for record in the real estate records of this Instrument each County where any part of the Land (and any including said fixtures) is situated. This Mortgage shall also be effective as a financing statement covering as-extracted collateral (including oil and gas and other minerals), accounts and general intangibles under the Code, which will be financed at the wellhead or minehead of the xxxxx or mines located on the Land, and is to be filed for record in the real estate records of each county where any part of the Land is situated. This Mortgage shall also be effective as a financing statement covering any other property and may be filed in connection with this Instrument) as Lender may require, any other appropriate filing or recording. Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change is the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any record owner of the Mortgaged Property Leasehold Estate. The mailing address for Borrower (debtor) is stored, held or locatedset forth on the first page of this Mortgage and the address of Lender (secured party) from which information concerning the security interest may be obtained is the address of Lender set forth on the first page of this Mortgage. (ce) If Upon the occurrence of an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remediesDefault, Lender may exercise its remedies against rights of enforcement with respect to the UCC Collateral separately or togetherPersonal Property under the New Mexico Uniform Commercial Code, and in any order, without in any way affecting the availability of Lender's other remediesas amended. (df) This Instrument Mortgage constitutes a financing statement with respect “construction mortgage,” as defined in NMSA 1978, § 55-9-334(h) (2001), as it may be revised from time to any part time, to the extent that it secures an obligation incurred for the construction of an improvement on the Land, including the acquisition cost of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawLand.

Uniform Commercial Code Security Agreement. (a) This Instrument RRDP Mortgage is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Permanent Lender a security interest in the UCC Collateral. Borrower hereby authorizes Permanent Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Permanent Lender may require to perfect or continue the perfection of this security interest and Borrower Xxxxxxxx agrees, if Permanent Lender so requests, to execute and deliver to Permanent Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Permanent Lender may require. Without the prior written consent of Permanent Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Permanent Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument RRDP Mortgage or existing under applicable law. In exercising any remedies, Permanent Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Permanent Lender's ’s other remedies. (d) . This Instrument RRDP Mortgage constitutes a financing statement with respect to any part of the Mortgaged Property that which is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code as adopted in the State of Alabama for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial CodeCode as adopted in the State of Alabama, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds Proceeds thereof (collectively, "UCC Collateral"), and Borrower Mortgagor hereby grants to Lender Mortgagee a security interest in the UCC Collateral. Borrower hereby authorizes Lender Mortgagor shall execute and deliver to prepare Mortgagee promptly for the filing of such financing statements and file any extensions, renewals and amendments thereof, of any termination statements and, upon Mortgagee's request, financing statements, continuation statements and financing statement amendments amendments, in such form as Lender Mortgagee may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsinterest. Borrower Mortgagor shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Mortgagee may require. Without the prior written consent of LenderMortgagee, Borrower Mortgagor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Lender Mortgagee shall have the remedies of a secured party under the Uniform Commercial CodeCode as adopted in the State of Alabama, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender Mortgagee may exercise its remedies against the UCC Collateral separately or together, together and in any order, without in any way affecting the availability of LenderMortgagee's other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by remedies hereunder and/or under applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender reasonably may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in PARAGRAPH 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in PARAGRAPH 27 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Unifoiin Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. Borrower agrees that Lender may file this Instrument, or a reproduction thereof, in the UCC real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower hereby authorizes Lender agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by this Instrument herein or existing under in any of the Loan Documents, or pursuant to any applicable lawlaw as to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is remedies provided herein or may become a Fixturein any of the Loan Documents. For purposes of the Security Agreement and the fixture filing, if permitted by applicable lawthe Borrower shall constitute the "DEBTOR" and shall have the address specified in the first paragraph of this Instrument and the Lender shall constitute the "SECURITY PARTY" and shall have the address specified in the first paragraph of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. Borrower agrees that Lender may file this Instrument, or a reproduction thereof, in the UCC real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower hereby authorizes Lender agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by this Instrument herein or existing under in any of the Loan Documents, or pursuant to any applicable lawlaw as to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is remedies provided herein or may become a Fixturein any of the Loan Documents. For purposes of the Security Agreement and the fixture filing, if permitted by applicable lawthe Borrower shall constitute the "DEBTOR" and shall have the address specified in the first paragraph of this Instrument and the Lender shall constitute the "SECURITY PARTY" and shall have the address specified in the first paragraph of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower's obligations under this Instrument and to further secure Borrower's obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.. Alabama Multifamily Mortgage, Assignment of Rents and Security Agreement Page7

Uniform Commercial Code Security Agreement. (a) This In addition to being a mortgage, this Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code as enacted in the state wherein the Property is located, for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement filed as a fixture filing with respect to prepare all items constituting a part of the collateral which are or are to become fixtures related to the Property, in accordance with I.C. Section 26-1-9-402(6). The information required under I.C. Section 26-1-9-402 is set forth in other provisions of this Instrument. Borrower is the record owner of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financial statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that which Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the followingsaid items, including replacements and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If additions thereto. Upon an Event of Default has occurred and is continuingDefault, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property, separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in paragraph 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral Items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remediesremedies under the Uniform Commercial Code or the remedies provided in paragraph 27 of this Instrument. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Security Instrument is also a security agreement under the Uniform Commercial Code as in effect from time to time in the State of California (the “UCC”) for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial CodeUCC, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds Proceeds thereof (collectively, "“UCC Collateral"”), and Borrower Trustor hereby grants to Lender Beneficiary a security interest in the UCC Collateral. Borrower Trustor hereby authorizes Lender Beneficiary to prepare and file financing statements, continuation statements and financing statement amendments amendments, in such form as Lender Beneficiary may require to perfect or continue the perfection of this security interest and Borrower Trustor agrees, if Lender Beneficiary so requests, to execute and deliver to Lender Beneficiary such financing statements, continuation statements and amendments. Borrower Trustor shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Beneficiary may require. Without the prior written consent of LenderBeneficiary, Borrower Trustor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Lender Beneficiary shall have the remedies of a secured party under the Uniform Commercial CodeUCC, in addition to all remedies provided by this Security Instrument or existing under applicable law. In exercising any remedies, Lender Beneficiary may exercise its remedies against the UCC Collateral separately or together, together and in any order, without in any way affecting the availability of Lender's Beneficiary’s other remedies. (d) This remedies hereunder and/or under applicable law. The terms “sign,” “signed” and signatures” shall have their ordinary meanings except that, to limited extent Beneficiary in an authenticated record expressly agrees otherwise from time to time in the exercise of its sole and absolute discretion, the terms may also include other methods used to authenticate. Without implying any limitation on the foregoing, with respect to the UCC Collateral that may be perfected by control, Trustor shall take such steps as Beneficiary may require in order that Beneficiary may have such control. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than Trustor or Beneficiary, Trustor shall cause all such parties to execute and deliver on the date of this Security Instrument constitutes and from time to time hereafter security documents, financing statements or other documents as requested by Beneficiary and as may be necessary to evidence and/or perfect the security interest of Beneficiary in those proceeds. Trustor agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the UCC. Trustor hereby irrevocably appoints Beneficiary as Trustor’s attorney-in-fact, with respect power of substitution, in the name of Beneficiary or in the name of Trustor or otherwise, for the use and benefit of Beneficiary, but at the cost and expense of Trustor and without notice to Trustor, to execute and deliver any and all of the instruments and other documents and take any action which Beneficiary may require pursuant the foregoing provisions of this Section. Further, to the extent permitted by applicable laws, Beneficiary may file, without Trustor’s signature, one or more financing statements or other notices disclosing Beneficiary’s liens and other security interests. All financing statements and notices may describe Beneficiary’s collateral as all assets or all personal property of Trustor. Trustor hereby ratifies and confirms the validity of any and all financing statements filed by Beneficiary prior to the date of this Security Instrument. The UCC Collateral in which Beneficiary has a security interest under this Section 2 includes goods which are or may become Fixtures on the Mortgaged Property. This Deed of Trust constitutes a fixture filing pursuant to the terms of Sections 9313, 9401 and 9402 of the California Code of Civil Procedure which shall be recorded in the real estate records of the county in which the Property is located. In that regard, the following information is provided: ARV Hillcreek, LLC 000 Xxxxxxx Xxxxxx Suite D-1 Costa Mesa, California 92626 GMAC Commercial Mortgage Corporation, its successors and assigns 000 Xxxxxx Xxxx P.O. Box 1015 Horsham, Pennsylvania 19044-8015 Golden Creek Inn Hillcrest Inn LEASES. Trustor shall not, without the prior written consent and approval of Beneficiary, enter into any Lease (except for admission of Facility patients or residents), or enter into or permit any management agreement of or affecting any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawProperty.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code as in effect in the State of Illinois as 810 ILCS 5 (as amended from time to time, the “Uniform Commercial Code”) for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under Article 9 of the Uniform Commercial CodeCode (810 ILCS 5/9-101 et. seq.), whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (d) . This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that which is or may become a FixtureFixture in respect of the following: Name of Debtor: XXX XXXXXXX TOWER, if permitted by applicable lawLLC, an Illinois limited liability company Name of Secured Party: TOWNE REALTY, INC. d/b/a LINCOLN TOWER, INC., a Wisconsin corporation Name of Record Owner: XXX XXXXXXX TOWER, LLC, an Illinois limited liability company

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in paragraph 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any times of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 27 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations under this Instrument and to further secure Borrower’s obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies.. Alabama (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Mortgage shall constitute a security agreement under pursuant to the Uniform Commercial Code (the "UCC") for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future"Personal Property") and, and all products and cash and non-cash proceeds thereof (collectivelysubject to the Senior Movable Personal Property Interests, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the Personal Property. Lender shall have all of the rights and remedies of a secured party under the UCC Collateral. as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes agrees to execute and deliver to Lender to prepare and file any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest with respect to the Personal Property. Borrower hereby authorizes and Borrower agrees, if empowers Lender so requests, and irrevocably appoints Lender its agent and attorney-in-fact to execute and deliver to Lender such file, on Borrower's behalf, all financing statements, continuation statements and amendmentsrefilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that as Lender may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderLender (which consent will not be unreasonably withheld), Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and is continuingutility to the disposed Personal Property. Any replacement or substituted Personal Property shall be, Lender shall have subject to the remedies of a secured party under Senior Movable Personal Property Interests, subject to the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower and Lender agree that with respect to any part all items of Personal Property which are or will become fixtures on the Mortgaged Property that is or may become a FixtureLand, if permitted by applicable law.this Mortgage, upon

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations under this Instrument and to further secure Borrower’s obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. To the extent necessary under applicable law, Borrower hereby authorizes Lender Xxxxxx to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateralinterest. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's Xxxxxx’s other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This In addition to being a Deed of Trust and Assignment of Rents, this Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument in any personal property or real estate records or other appropriate index as a financing statement for any of the items specified above as part of the Property. A carbon, photographic or other reproduction of this Instrument or of a financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file to deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument, in such form as Lender may require to perfect or continue the perfection of this its security interest with respect to said items, and Borrower agreesauthorizes Lender, if Lender so requeststo the extent permitted by any applicable law, to execute and deliver to Lender such file financing statements, continuation statements and amendmentsrelating to said security interest without the signature of Borrower. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for of financing statements and/or amendments statement records that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create create, permit or permit suffer to exist exist, and shall take such action as is necessary to remove, any other lien claim to or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.or

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also intended to be a security agreement under pursuant to the Uniform Commercial Code UCC for any of the Mortgaged Property items specified herein as part of the Collateral or the Stock Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the futureUCC, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower CDA hereby grants to Lender the Investor a security interest in the UCC Collateral and the Stock Collateral. Borrower hereby authorizes Lender CDA agrees to prepare execute and file financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Agreement, and do whatever may be necessary under the applicable UCC to perfect and continue the Investor’s interest in the Collateral or the Stock Collateral, all at CDA’s expense. The Parties agree that such financing statements relating to the Collateral and extensions and renewals thereof may be filed in the name of the Investor and all other holders of the Notes collectively. CDA also agrees that the Investor may file on behalf of the Investors any appropriate document in the appropriate index as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendmentsCollateral. Borrower CDA shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender the Investor may reasonably require. Without the prior written consent of Lenderthe Investor, Borrower CDA shall not create or permit allow to exist be created, pursuant to the UCC, any other lien or security interest in any of the UCC Collateral or the Stock Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after , including replacements and additions thereto. Upon the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred or CDA’s nonpayment of the Default Payment within five business days’ of when such Default Payment shall have become due and is continuingpayable, Lender Investor shall have the remedies of a secured party under the Uniform Commercial CodeUCC and, in addition to all at the Investor’s option, may also invoke the other remedies provided by in this Instrument or existing under applicable lawAgreement as to such items. In exercising any of said remedies, Lender the Investor may exercise its remedies proceed against any items of the Collateral or against the UCC Stock Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part the Investor’s remedies under the UCC or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawother remedies provided in this Agreement.

Uniform Commercial Code Security Agreement. (a) This Instrument instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, pay when due all sums secured by this Instrument. Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in paragraph 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 27 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes agrees that Lender may file this Instrument, or a reproduction therreof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to prepare execute and file deliver to Lender, upon Lender's request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender may reasonably require. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change including the location of its place of business (or chief executive office if more than one place of business); or (iii) add covenants to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingpay when due all sums secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Lender's option, may also invoke the remedies provided by in paragraph 27 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, and together in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in paragraph 27 of this Instrument.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Borrower's Collateral and Guarantor's Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in and the future, Borrower and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Guarantor each hereby grants to grant the Lender a security interest in said items. The Borrower and Guarantor each agree that the UCC Lender may file any appropriate document in the appropriate index as a financing statement for any of the items specified above as part of the Borrower's Collateral and Guarantor's Collateral. In addition, the Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, Guarantor each agree to execute and deliver to Lender such the Lender, upon the Lender's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Agreement in such form as the Lender may reasonably require to perfect a security interest with respect to said items. The Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that the Lender may reasonably require. Without the prior written consent of Lender, The Borrower or Guarantor shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any the Borrower's Collateral and Guarantor's Collateral, other than the security interests of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after Secured Parties, including replacements and additions thereto. Upon the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingDefault, Lender each Secured Party shall have the remedies of a secured party Lender under the Uniform Commercial CodeCode and, in addition to all at the Secured Party's option, may also invoke the other remedies provided by in this Instrument or existing under applicable lawAgreement as to such items. In exercising any of said remedies, Lender the Secured Parties may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Borrower's Collateral and Guarantor's Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lenderthe Secured Party's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawother remedies provided in this Agreement.

Uniform Commercial Code Security Agreement. (a) This Security Instrument is also a security agreement under the Uniform Commercial Code as in effect from time to time in the State of California (the "UCC") for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial CodeUCC, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds Proceeds thereof (collectively, "UCC Collateral"), and Borrower Trustor hereby grants to Lender Beneficiary a security interest in the UCC Collateral. Borrower Trustor hereby authorizes Lender Beneficiary to prepare and file financing statements, continuation statements and financing statement amendments amendments, in such form as Lender Beneficiary may require to perfect or continue the perfection of this security interest and Borrower Trustor agrees, if Lender Beneficiary so requests, to execute and deliver to Lender Beneficiary such financing statements, continuation statements and amendments. Borrower Trustor shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Beneficiary may require. Without the prior written consent of LenderBeneficiary, Borrower Trustor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Lender Beneficiary shall have the remedies of a secured party under the Uniform Commercial CodeUCC, in addition to all remedies provided by this Security Instrument or existing under applicable law. In exercising any remedies, Lender Beneficiary may exercise its remedies against the UCC Collateral separately or together, together and in any order, without in any way affecting the availability of LenderBeneficiary's other remedies. (d) This remedies hereunder and/or under applicable law. The terms "sign," "signed" and signatures" shall have their ordinary meanings except that, to limited extent Beneficiary in an authenticated record expressly agrees otherwise from time to time in the exercise of its sole and absolute discretion, the terms may also include other methods used to authenticate. Without implying any limitation on the foregoing, with respect to the UCC Collateral that may be perfected by control, Trustor shall take such steps as Beneficiary may require in order that Beneficiary may have such control. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than Trustor or Beneficiary, Trustor shall cause all such parties to execute and deliver on the date of this Security Instrument constitutes and from time to time hereafter security documents, financing statements or other documents as requested by Beneficiary and as may be necessary to evidence and/or perfect the security interest of Beneficiary in those proceeds. Trustor agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement with respect to any part as set forth in Article 9 of the Mortgaged Property that is UCC. Trustor hereby irrevocably appoints Beneficiary as Trustor's attorney-in-fact, with power of substitution, in the name of Beneficiary or in the name of Trustor or otherwise, for the use and benefit of Beneficiary, but at the cost and expense of Trustor and without notice to Trustor, to execute and deliver any and all of the instruments and other documents and take any action which Beneficiary may require pursuant the foregoing provisions of this Section. Further, to the extent permitted by applicable laws, Beneficiary may file, without Trustor's signature, one or more financing statements or other notices disclosing Beneficiary's liens and other security interests. All financing statements and notices may describe Beneficiary's collateral as all assets or all personal property of Trustor. Trustor hereby ratifies and confirms the validity of any and all financing statements filed by Beneficiary prior to the date of this Security Instrument. The UCC Collateral in which Beneficiary has a security interest under this Section 2 includes goods which are or may become Fixtures on the Mortgaged Property. This Deed of Trust constitutes a Fixturefixture filing pursuant to the terms of Sections 9313, 9401 and 9402 of the California Code of Civil Procedure which shall be recorded in the real estate records of the county in which the Property is located. In that regard, the following information is provided: Name of Debtor: ARV Hillcreek, LLC Address of Debtor: 000 Xxxxxxx Xxxxxx Suite D-1 Costa Mesa, California 92626 Name of Secured Party: GMAC Commercial Mortgage Corporation, its successors and assigns Address of Secured Party: 000 Xxxxxx Xxxx P.O. Box 1015 Horsham, Pennsylvania 19044-8015 Debtor's trade name or style, if permitted by applicable law.any: Xxxxxx Xxxxx Xxx Xxxxxxxxx Inn

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender a first and prior security interest in all of the UCC Property that constitutes personal property ("Collateral", for purposes of this Section 14), whether now owned or hereafter acquired. Borrower agrees that Lender may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Borrower hereby authorizes Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Lender to prepare and file may submit for filing any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender may require deem appropriate to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentsthe foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without Borrower expressly warrants and covenants: (a) Except for the prior written consent of Lendersecurity interest granted hereby, Borrower shall not create or permit to exist is the owner of the Collateral free from any other lien or lien, security interest in or encumbrance. Borrower understands that any further encumbrance of the UCC CollateralCollateral is prohibited. Borrower shall defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. (b) Unless The Collateral is used or bought primarily for use in the business of Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or locatedfor consumer purposes. (c) If Borrower's business address is as stated above. The Collateral is located at or on or is used or owned for or in connection with the Premises and other Property. (d) Borrower shall promptly notify Lender of any change in the location of the Collateral or any change in Borrower's principal place of business. (e) Borrower shall pay when due, prior to delinquency, all taxes and assessments of every nature which may be levied or assessed against the Collateral. (f) Except for liens in favor of Lender, without Lender's prior written consent, Borrower shall not permit or allow any lien, security interest or encumbrance whatsoever upon the Collateral and shall not permit the Collateral to be attached or replevied. Lender's consent to a junior lien by an entity owned by, or under common control with, Lender shall not be unreasonably withheld. (g) The Collateral is in good condition and Borrower shall keep the Collateral in good condition (reasonable wear and tear excepted) and from time to time, forthwith, replace and repair all such parts of the Collateral as may be broken, worn out, or damaged without allowing any lien to be created upon the Collateral on account of such replacement or repairs. Lender may examine and inspect the Collateral at any time, wherever located, subject to reasonable prior notice. (h) Borrower will not use the Collateral in violation of any applicable statutes, regulations or ordinances. (i) Notwithstanding anything else contained herein to the contrary, if any personal property for use on the Property will be leased to Borrower, Lender's interest therein shall be subordinate to lessor's interest therein. Until the occurrence of an Event of Default, Borrower may have possession of the Collateral and use it in any lawful manner, and upon the occurrence of an Event of Default has occurred and is continuingLender shall have the immediate right to the possession of the Collateral. Upon the occurrence of an Event of Default, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Lender may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, of said remedies Lender may exercise its remedies proceed against the UCC items of real property and any items of Collateral specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by Lender, Borrower shall prepare and deliver to Lender a Fixturewritten inventory specifically listing all of the Collateral covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument Mortgage is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in said items. This Mortgage shall also be deemed to be a fixture financing statement within the UCC Collateralmeaning of the Wisconsin Uniform Commercial Code. Borrower hereby authorizes For such purposes the following information is set forth: (a) Name and Debtor: Address of 000 Xxxxxx Xxx LLC c/o Star Equity Holdings, Inc. 00 Xxxxxx Xxx. Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 (b) Name and Secured Party: Address of Timber Properties, LLC 000 Xxxxxx Xxxxxx Colfax, Wisconsin 54730 (c) Description of the types (or items) of property covered by this financial statement: Any fixtures described or referred to herein and included as the Property. (d) Description of real estate to which collateral is attached or upon which it is located: See Exhibit A. (e) Some of the above-described collateral are or are to become fixtures upon the real estate described in Exhibit A, the record owner of which is Xxxxxxxx, and this Financing Statement is to be filed for record in the real estate records. Xxxxxxxx agrees that Lender may file this Mortgage, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition Xxxxxxxx agrees to prepare execute and file deliver to Xxxxxx, upon Xxxxxx’s request, any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentssaid items. Borrower shall pay all costs of filing costs and all costs and expenses of any record searches for such financing statements and/or and any extensions, renewals, amendments that Lender may requireand releases thereof. Without the prior written consent of Lender, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Xxxxxxxx’s breach of any covenant or agreement of Borrower contained in this Mortgage, including the following, and executes and delivers covenants to Lender modifications or supplements of pay when due all sums secured by this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuingMortgage, Lender shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at Xxxxxx’s option, may also invoke the remedies provided by this Instrument or existing under applicable lawin Article VI hereof as to such items. In exercising any of said remedies, Lender Xxxxxx may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Xxxxxx’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in Article VI hereof.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender Mortgagee a first and prior security interest in all of the UCC Property that constitutes personally (“Collateral”, for purposes of this Section 14), whether now owned or hereafter acquired. Borrower agrees that Mortgagee may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Collateral. Borrower hereby authorizes Lender to prepare and file Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagee may submit for filing any financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Instrument in such form as Lender Mortgagee may require deem appropriate to perfect or continue the perfection of this a security interest and Borrower agrees, if Lender so requests, with respect to execute and deliver to Lender such financing statements, continuation statements and amendmentsthe foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Mortgagee may require. Without Borrower expressly warrants and covenants: (a) Except for the prior written consent of Lendersecurity interest granted hereby, Borrower shall not create or permit to exist is the owner of the Collateral free from any other lien or lien, security interest in or encumbrance. Borrower understands that any further encumbrance of the UCC CollateralCollateral is prohibited. Borrower shall defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. (b) Unless The Collateral is used or bought primarily for use in the business of Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or locatedfor consumer purposes. (c) If Borrower’s business address is as stated above. The Collateral is located at or on or is used or owned for or in connection with the Premises and other Property. (d) Borrower shall promptly notify Mortgagee of any change in the location of the Collateral or any change in Borrower’s principal place of business. (e) Borrower shall pay when due, prior to delinquency, all taxes and assessments of every nature which may be levied or assessed against the Collateral (f) Except for liens in favor of Mortgagee and the Permitted Exceptions, without Mortgagee’s prior written consent, Borrower shall not permit or allow any lien, security interest or encumbrance whatsoever upon the Collateral and shall not permit the Collateral to be attached or relieved. Mortgagee’s consent to a junior lien by an entity owned by, or under common control with, Mortgagee shall not be unreasonably withheld. (g) The Collateral is in good condition and Borrower shall keep the Collateral in good condition (reasonable ear and tear excepted) and from time to time, forthwith, replace and repair all such parts of the Collateral as may be broken, worn out, or damaged without allowing any lien to be created upon the Collateral on account of such replacement or repairs. Mortgagee may examine and inspect the Collateral at any time, wherever located, subject to reasonable prior notice. (h) Borrower will not use the Collateral in violation of any applicable statues, regulations or ordinances. (i) Notwithstanding anything else contained herein to the contrary, if any personal property for use on the Property will be leased to Borrower, Mortgagee’s interest therein shall be subordinate to lessor’s interest therein. Until the occurrence of an Event of Default, Borrower may have possession of the Collateral and use it in any lawful manner, and upon the occurrence of an Event of Default has occurred and is continuingMortgagee shall have the immediate right to the possession of the Collateral. Upon the occurrence of an Event of Default, Lender Mortgagee shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Mortgagee may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies Mortgagee may exercise its remedies proceed against the UCC items of real property and any items of Collateral specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Mortgagee’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixtureremedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefore by Mortgagee, if permitted Borrower shall prepare and deliver to Mortgagee written inventory specifically listing all of the Collateral covered by applicable lawthe security interest herein granted, which inventory shall be certified by Borrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument NLRP Mortgage is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned acquired now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), and Borrower hereby grants to Permanent Lender a security interest in the UCC Collateral. Borrower hereby authorizes Permanent Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Permanent Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Permanent Lender so requests, to execute and deliver to Permanent Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Permanent Lender may require. Without the prior written consent of Permanent Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) . If an Event of Default has occurred and is continuing, Permanent Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument NLRP Mortgage or existing under applicable law. In exercising any remedies, Permanent Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Permanent Lender's ’s other remedies. (d) . This Instrument NLRP Mortgage constitutes a financing statement with respect to any part of the Mortgaged Property that which is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Mortgage is also intended ------------------------------------------ to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender METLIFE a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and Xxxxxxxx agrees that METLIFE may file financing statementsthis Mortgage, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Mortgage or of any other security interest and Borrower agreesagreement or financing statement shall be sufficient as a financing statement. In addition, if Lender so requests, Xxxxxxxx agrees to execute and deliver to Lender such METLIFE, upon METLIFE's request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Mortgage in such form as METLIFE may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender METLIFE may require. Without the prior written consent of LenderMETLIFE, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Xxxxxxxx's breach of any covenant or agreement of Borrower contained in this Mortgage, including the followingcovenants to pay when due all sums secured by this Mortgage, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender METLIFE shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and METLIFE may also invoke the remedies provided by in Section 26 ---------- of this Instrument or existing under applicable lawMortgage as to such items. In exercising any remedies, Lender of said remedies METLIFE may exercise its remedies proceed against the UCC Collateral items of Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderMETLIFE's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Mortgage. Within ten (10) ---------- days following any request therefor by METLIFE, Borrower shall prepare and deliver to METLIFE a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct, and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument is also Deed of Trust shall constitute a security agreement under and a financing statement pursuant to the Uniform Commercial Code (the "UCC") for any portion of the Mortgaged Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether UCC (such Mortgaged portion of the Property is owned now or acquired in hereinafter called the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC CollateralPERSONAL PROPERTY"), ) and Borrower hereby grants to Lender Agent for the benefit of Lenders a security interest in the Personal Property. Agent and Lenders shall have all of the rights and remedies of a secured party under the UCC Collateral. as well as all other rights and remedies available at law or in equity. (b) Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Agent any financing statements, continuation as well as extensions, renewals and amendments thereof, and reproductions of this Deed of Trust in such form as Agent may require to perfect a security interest with respect to the Personal Property. Borrower hereby authorizes and empowers Agent and irrevocably appoints Agent its agent and attorney-in-fact to execute and file, on Borrower's behalf, all financing statements and amendmentsrefilings and continuations thereof as Agent deems necessary or advisable to create, preserve and protect such lien. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender as Agent may reasonably require. Without . (c) Borrower shall not, without the prior written consent of LenderAgent oras may be explicitly permitted by the Loan Agreement, Borrower shall not create sell, assign, transfer, encumber, remove or permit to exist any other lien or security interest in be removed from the Property any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) Personal Property. So long as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an no Event of Default has occurred exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and is continuing, Lender utility to the disposed Personal Property. Any replacement or substituted Personal Property shall have be subject to the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remediessecurity interest granted herein. (d) This Instrument constitutes a financing statement To the extent permitted by law, Borrower and Agent agree that with respect to any part all items of Personal Property which are or will become fixtures on the Land, this Deed of Trust, upon recording or registration in the real estate records of the Mortgaged Property that is or may become proper office, shall constitute a Fixture, if permitted by applicable law"fixture filing" within the meaning of the UCC.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender Bank a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower hereby authorizes Lender to prepare and agrees that Bank may file financing statementsthis Instrument, continuation statements and or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees, if Lender so requests, agrees to execute and deliver to Lender such Bank, upon Bank’s request, any financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as Bank may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Bank may require. Without the prior written consent of LenderBank, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Borrower’s breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its nameincluding the covenants to pay when due all sums secured by this Instrument, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Bank shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Bank may also invoke the remedies provided by in Section 26 of this Instrument or existing under applicable lawas to such items. In exercising any remedies, Lender of said remedies Bank may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Bank’s remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in Section 26 of this Instrument. Within ten (10) days following any request therefor by Bank, Borrower shall prepare and deliver to Bank a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct and complete.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also intended to be a security agreement under pursuant to the Uniform Commercial Code for any of the Mortgaged Property items specified above as part of the Collateral which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in and Xxxxxxxx hereby grants the futureInvestors, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateralsaid items. Borrower hereby authorizes Lender Xxxxxxxx agrees to prepare execute and file financing statements, continuation statements as well as extensions, renewals and financing statement amendments thereof, and reproductions of this Agreement, and do whatever may be necessary under the applicable Uniform Commercial Code in such form as Lender may require the state where the Collateral is located, to perfect or and continue the perfection of this security Investors' interest and Borrower agreesin the Collateral, if Lender so requests, to execute and deliver to Lender all at Xxxxxxxx'x expense. The parties agree that such financing statements, continuation statements extensions and amendmentsrenewals may be filed in the name of, or for the benefit of PAG, on behalf of the Investor and all other holders of the Notes, collectively. Borrower Xxxxxxxx also agrees that the Investor may file on behalf of the Investors any appropriate document in the appropriate index as a financing statement for any of the items specified above as part of the Collateral. Xxxxxxxx shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender the Investor may reasonably require. Without the prior written consent of Lenderthe Investor, Borrower Xxxxxxxx shall not create or permit allow to exist be created, pursuant to the Uniform Commercial Code, any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after , including replacements and additions thereto. Upon the occurrence of any an event of the followingdefault, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Investor shall have the remedies of a secured party under the Uniform Commercial CodeCode and, in addition to all at the Investor's option, may also invoke the other remedies provided by in this Instrument or existing under applicable lawAgreement as to such items. In exercising any of said remedies, Lender the Investor may exercise its remedies proceed against the UCC items of real property and any items of personal property specified above as part of the Collateral separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of Lenderthe Investor's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawother remedies provided in this Agreement.

Uniform Commercial Code Security Agreement. (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower's obligations under this Instrument and to further secure Borrower's obligations under the Note, this Instrument and other Loan Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and by this Instrument, Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender Georgia Page6 Multifamily Deed to prepare Secure Debt, Assignment of Rents and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral.Security Agreement (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall will not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall will have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. (d) This Instrument also constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law. 3.

Uniform Commercial Code Security Agreement. 2.1 As security for the Obligations, Grantor hereby grants to Secured Party a security interest in all of Grantor’s now owned or hereafter acquired or arising right, title and interest in and to the following Collateral Property provided that the Collateral Property is strictly limited in all cases (whether or not so specified below) to the extent, and only to the extent, they are a part of the Premises or attached to, used in connection with or arising from the operation of the Premises: (a) Improvements; (b) Fixtures; (c) Personalty; (d) Other Rights; (e) Insurance Proceeds; (f) Awards; (g) Contracts; (h) Proceeds; (i) Rents; (j) Leases; (k) Other Earnings; (l) Imposition Deposits; (m) Refunds; (n) Tenant Security Deposits; (o) Names; (p) Permits; (q) Third Party Payments; (r) Accounts; and (s) Products of all the foregoing. 2.2 This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under UCC Collateral whether the Uniform Commercial Code, whether such Mortgaged Property UCC Collateral is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral")thereof, and Borrower Grantor hereby grants to Lender Secured Party a security interest in the UCC Collateral. Borrower Grantor hereby authorizes Lender Secured Party to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender Secured Party may require to perfect or continue the perfection of this security interest and Borrower Grantor agrees, if Lender Secured Party so requests, to execute and deliver to Lender Secured Party such financing statements, continuation statements and amendments. Borrower Secured Party shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender Secured Party may require. Without the prior written consent of LenderSecured Party, Borrower Grantor shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) 2.3 Unless Borrower Grantor gives Notice to Lender Secured Party within 30 10 days after the occurrence of any of the following, and executes and delivers to Lender Secured Party modifications or supplements of this Instrument Agreement (and any financing statement which may be filed in connection with this InstrumentAgreement) as Lender Secured Party may require, Borrower Grantor shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Collateral Property is stored, held or located. (c) 2.4 If an Event of Default has occurred and is continuing, Lender Secured Party shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable lawlaw or in equity. In exercising any remedies, Lender Secured Party may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's Secured Party’s other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

Uniform Commercial Code Security Agreement. (a) This Instrument Deed of Trust is also intended to be a security agreement under between Grantor, as debtor, and Beneficiary, as secured party, pursuant to the Texas Uniform Commercial Code [Texas Business and Commerce Code Section 1.01, et seq. (“Texas UCC”)] for any of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the futureTexas UCC, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower Grantor hereby grants to Lender Beneficiary a security interest in all such items. Grantor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the UCC Collateralreal estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Borrower Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement. Grantor hereby irrevocably authorizes Lender Beneficiary to prepare prepare, execute and file all initial financing statements, continuation statements and financing statement any restatements, extensions, continuations, renewals or amendments thereof, in such form as Lender Beneficiary may require to perfect or continue the perfection of this security interest and Borrower agreesor other statutory liens held by Beneficiary. In addition, if Lender so requests, Grantor agrees to execute and deliver to Lender Beneficiary, upon Beneficiary's request, any financing statement, as well as extensions, renewals, and amendments thereof, and reproduction of this Deed of Trust in such financing statements, continuation statements and amendmentsform as Beneficiary may require to perfect a security interest with respect to said items. Borrower Grantor shall pay all costs of filing costs such financing statement and any extensions, renewals, amendments, and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements and/or amendments that Lender Beneficiary may reasonably require. Without the prior written consent of LenderBeneficiary, Borrower Grantor shall not create or permit suffer to exist be created pursuant to the Texas UCC any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after said items, including replacements and additions thereto. Upon the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and (as that term is continuingdefined in Article 5 below), Lender including the covenants to pay when due all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the Uniform Commercial CodeTexas UCC and, in addition to all at Beneficiary's option, may also invoke the remedies provided by in Article 6 of this Instrument or existing under applicable lawDeed of Trust as to such items. In exercising any remedies, Lender Beneficiary may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above as part of the Property separately or together, together and in any orderorder whatsoever, without in any way affecting the availability of LenderBeneficiary's other remedies. (d) This Instrument constitutes a financing statement with respect to any part remedies under the Texas UCC or of the Mortgaged Property that is or may become a Fixture, if permitted by applicable lawremedies provided in Article 6 of this Deed of Trust.

Uniform Commercial Code Security Agreement. (a) This Instrument Agreement is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property Contracts, Accounts, Equipment, Inventory, Leases and Rents of Operator which, under applicable law, may be subjected subject to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned acquired now or acquired in the future, future and all products and cash and non-cash proceeds thereof (collectively, "“UCC Collateral"”), . Operator hereby assigns and Borrower hereby grants to Lender a security interest in the UCC CollateralCollateral to secure all Obligations of the Operator under this Agreement and under the Operating Lease. Borrower Operator hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower Operator Subordination, Assignment and Security Agreement Form 4079 (Seniors Housing) (Memorial Xxxxx) 05-05 Ó 2000-2005 Xxxxxx Mae agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower Operator shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. Operator represents and warrants that Operator has delivered or has caused to be delivered to Lender copies, with filing information, of all of the UCC financing statements, including any amendments, naming Operator, as debtor, that pledge any of the Collateral under the Loan Documents or any UCC Collateral under this Agreement to any Person other than Lender, including but not limited to, all of the UCC financing statements naming Operator, as debtor, and Wachovia Bank, National Association, as secured party, in connection with that certain Credit and Security Agreement dated as of May 9, 2005, as the same has been amended (the “Operator UCC Amendments”). Operator hereby authorizes Lender to file the Operator UCC Amendments with the appropriate Governmental Authority. Operator represents and warrants that Operator has entered into the Seventh Amendment to Credit and Security Agreement (the “Wachovia Agreement”) dated the date hereof with Wachovia Bank, National Association (“Wachovia”) wherein Wachovia released all of its Liens on certain property of Operator with respect to the Mortgaged Properties. Operator further represents and warrants that the property released by Wachovia pursuant to the Wachovia Agreement represents all of the property of Operator with respect to the Mortgaged Properties that had been pledged to Wachovia. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument Agreement or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's ’s other remedies. (dc) This Instrument Upon an Event of Default, Lender or its designee may (in Lender’s sole discretion) terminate Operator’s authority to collect Accounts and notify the residents and account debtors that the Accounts have been assigned to Lender or of Lender’s security interest therein and, either in its own name or that of Operator or both, demand, collect (including, without limitation, through any lockbox arrangement prescribed by Lender), receive, receipt for, xxx for or give acquittance for any or all amounts due or to become due in respect of the Accounts, and may also, in its discretion, file any claim, institute any proceeding or take any other action that Lender may deem necessary or appropriate to protect and realize upon the security interest of Lender in the Accounts. All of Lender’s collection expenses shall be charged to the Borrower’s account and added to the Indebtedness. If Lender is collecting the Accounts as above provided, Lender shall have the right to receive, endorse, assign and deliver in Lender’s name or Operator’s name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and Operator hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If Lender is collecting the Accounts directly as above provided, Operator hereby constitutes a financing statement Lender or Lender’s designee as Operator’s attorney-in-fact with power with respect to any part the Accounts to: (1) endorse Operator’s name upon all notes, acceptances, checks, drafts, money orders or other evidences of payment that may come into Subordination, Assignment and Security Agreement Form 4079 (Seniors Housing) (Memorial Xxxxx) 05-05 Ó 2000-2005 Xxxxxx Mae Lender’s possession; (2) notify the Post Office to change the address for delivery of mail addressed to Operator for the Mortgaged Property that is to such address as Lender may designate; and (3) receive, open, and dispose of all such mail addressed to Operator. Any amounts so received by Lender and not utilized to pay for operating expenses of any Mortgaged Property shall be applied against Operator’s obligations to Master Tenant under the Operating Lease and to Master Tenant’s obligations under the Master Lease. (d) Upon an Event of Default, unless cured to Lender’s satisfaction, Lender may, without demand and without advertisement or may become a Fixturenotice, if permitted at any time or times, sell and deliver any or all Equipment or Inventory held by or for it at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as Lender, in its sole discretion, deems advisable. Subject to the provisions of applicable law, Lender may postpone or cause the postponement of the sale of all or any portion of the Equipment or Inventory by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale has been postponed or Lender may further postpone such sale by announcement made at such time and place. Without in any way limiting the foregoing, Lender shall, following any Event of Default, unless cured to Lender’s satisfaction, have the right, in addition to all other rights provided herein or by law, to enter without legal process upon the Mortgaged Property (provided that such entry be done lawfully) for the purpose of taking possession of the Equipment or Inventory, and the right to maintain such possession on the Mortgaged Property or to remove the Equipment or Inventory or any part thereof to such other places as Lender may desire. Whether or not Lender exercises its right to take possession of the Equipment or Inventory, Operator shall, upon Lender’s demand, promptly assemble the Equipment or Inventory and make it available to Lender at the Mortgaged Property.

Uniform Commercial Code Security Agreement. (a) This Instrument is also intended to be a security and a fixture filing agreement under pursuant to the Uniform Commercial Code for any and all of the Mortgaged items specified above as part of the Property which, under applicable law, may be subjected subject to a security interest under pursuant to the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants and conveys to Lender Xxxx a first and prior security interest in all of the UCC CollateralProperty that constitutes personalty, whether now owned or hereafter acquired. Borrower is the debtor and Xxxx is the secured party. The respective addresses of Borrower and of Xxxx are as provided on page 1 of this Instrument. Borrower hereby authorizes Lender Xxxx to prepare file this Instrument, or a reproduction thereof, and file any other financing statementsstatements describing the Property which are deemed necessary by Xxxx, continuation statements in the real estate records and other appropriate indexes as determined by Xxxx, as a financing statement amendments in such form for any of the items specified above as Lender may require to perfect or continue part of the perfection Property. Any reproduction of this Instrument or of any other security interest and Borrower agreesagreement or financing statement shall be sufficient as a financing statement. In addition, if Lender so requests, Xxxxxxxx agrees to execute and deliver to Lender such Xxxx, upon Xxxx'x request, any additional financing statements, continuation statements as well as extensions, renewals and amendmentsamendments thereof, and reproductions of this Instrument in such form as Xxxx may require to perfect a security interest with respect to the foregoing items. Borrower shall pay all costs of filing costs such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all costs and expenses of any record searches for financing statements and/or amendments that Lender Xxxx may require. Without the prior written consent of LenderXxxx, Borrower shall not create or permit suffer to exist be created pursuant to the Uniform Commercial Code any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence said items, including replacements and additions thereto. Upon Xxxxxxxx's breach of any covenant or agreement of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed Borrower contained in connection with this Instrument) as Lender may require, Borrower shall not (i) change its nameincluding the covenants to pay when due all sums secured by this Instrument, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender Xxxx shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all and Xxxx also may invoke the remedies provided by in SECTION 26 of this Instrument or existing under applicable lawas to such items. In exercising any of said remedies, Lender Xxxx may exercise its remedies proceed against the UCC Collateral items of real property and any items of personal property specified above, separately or together, and in any orderorder whatsoever, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part Xxxx'x remedies under the Uniform Commercial Code or of the Mortgaged Property that is or may become remedies provided in SECTION 26 of this Instrument. Within ten (10) days following any request therefor by Xxxx, Borrower shall prepare and deliver to Xxxx a Fixturewritten inventory specifically listing all of the personal property covered by the security interest herein granted, if permitted which inventory shall be certified by applicable lawBorrower as being true, correct and complete.