Common use of Uniform Commercial Code Clause in Contracts

Uniform Commercial Code. Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. Lender shall Agent shall, with respect to the Personal Property, have all of the rights rights, options and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble including without limitation, the Collateral and make it available to Lender, at a place designated by Lender. Subject right to the terms possession of any applicable leasessuch property or any part thereof, Lender or its agents and the right to enter with legal process any premises where any such property may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of itbe found. Any requirement of said Code for reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers Borrower at the its address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, 31 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Mortgaged Property in order that the Mortgaged Property, including the Personal Property, may be sold as a single parcel if the Agent elects. The Borrower hereby agrees that if the Agent demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, the Borrower will promptly turn over and deliver possession thereof to the Agent, and the Borrower authorizes, to the extent the Borrower may now or hereafter lawfully grant such authority, the Agent, its employees and agents, and potential bidders or purchasers to enter upon the Premises or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and the Agent may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, disposition lease or other actiondisposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement so much additional Debt and shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any be payable upon demand with interest therein, should be necessary to effectuate any sale or other disposition of at the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldDefault Rate.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 8.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Lender’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees the Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, Borrowers the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers the Borrower at the address set forth in Section 8.1 (Notices), or such other address of Borrowers the Borrower which may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowersthe Borrower. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize The Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant The Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, Borrowers the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers the Borrower at the address set forth in Section 8.1 (Notices), or such other address of Borrowers the Borrower which may from time to time be shown on the Lender’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowersthe Borrower. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize The Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant The Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. Lender The Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lenderthe Agent, Borrowers the Borrower shall assemble the Collateral and make it available to Lenderthe Agent, at a place designated by Lenderthe Agent. Subject to the terms of any applicable leases, Lender The Agent or its agents may without notice from time to time enter upon any the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender the Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers the Borrower at the address set forth in Section 8.1 (Notices)9.1 of this Agreement, or such other address of Borrowers the Borrower which may from time to time be shown on Lender’s the Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowersthe Borrower. Lender The Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize The Borrower recognizes that Lender the Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender The Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender the Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant The Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as Lender the Agent may request from time to time and as may be necessary to offer and/or sell the securities Securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which that is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 8.1 (Notices), or such other address of the Borrowers which that may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees the Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which that is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. Lender shall have all Without limitation of Beneficiary's rights of enforcement with respect to the Personal Property Collateral or any part thereof in accordance with the procedures for foreclosure of real estate, Beneficiary may exercise its rights and remedies of a secured party enforcement with respect to the Personal Property Collateral or any part thereof under the applicable Texas Business and Commerce Code as amended (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and other in conjunction with, in addition to or in substitution for those rights and remedies: (1) Beneficiary may enter upon Grantor's premises to take possession of, assemble and collect the Personal Property Collateral or, to the extent and for those items of the Personal Property Collateral permitted under applicable Laws. Upon demand by Lenderlaw, Borrowers shall to render it unusable; (2) Beneficiary may require Grantor to assemble the Personal Property Collateral and make it available to Lender, at a place designated by Lender. Subject Beneficiary designates which is mutually convenient to allow Beneficiary to take possession or dispose of the Personal Property Collateral; (3) written notice mailed to Grantor as provided herein at least five (5) days prior to the date of public sale of the Personal Property Collateral or prior to the date after which private sale of the Personal Property Collateral will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Property under power of sale as provided in paragraph (f) above in this Section 2.2; (5) in the event of a foreclosure sale, whether made by Trustee under the terms hereof, or under judgment of any applicable leasesa court, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to the Personal Property Collateral and the other Property may, at the option of Beneficiary, be sold as a whole; (6) it shall not be necessary that Beneficiary take possession of the CollateralPersonal Property Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that the Personal Property Collateral or any part thereof be present at the location of such sale; (7) with respect to application of proceeds from disposition of the Personal Property Collateral under Section 5.2 hereof, the costs and expenses incident to remove itdisposition shall include the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses incurred by Beneficiary; (8) any and all statements of fact or other recitals made in any xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to render it unusable, nonpayment of the Indebtedness or as to process it or otherwise prepare it for salethe occurrence of any default, or as to sell Beneficiary having declared all of such indebtedness to be due and payable, or otherwise dispose as to notice of it. Any written notice time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Beneficiary, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (9) Beneficiary may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Beneficiary, including the sending of notices and the conduct of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained but in the Securities Act name and on behalf of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldBeneficiary.

Uniform Commercial Code. (a) Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code as well as all other rights and other applicable Lawsremedies available at law or in equity. (b) Xxxxxxxx agrees to deliver to Lender any financing statements, as well as extensions, renewals and amendments thereof, and to execute and deliver to Lender any reproductions of this Deed of Trust in such form as Lender may require to perfect a security interest with respect to the Personal Property. Upon demand by Xxxxxxxx hereby authorizes and empowers Xxxxxx and irrevocably appoints Lender its agent and attorney-in-fact to file, on Xxxxxxxx’s behalf, all financing statements and refilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien, which financing statements may describe the collateral as “all assets” of the debtor or words of similar effect. 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 expenses of any record searches for financing statements as Lender may reasonably require. (c) Except as permitted pursuant to the Loan Agreement, Borrower shall not, without the prior written consent of Lender, Borrowers shall assemble sell, assign, transfer, encumber, remove or permit to be removed from the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of Premises any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the CollateralPersonal Property. Notwithstanding the foregoing, to remove itso long as no Event of Default has occurred and is continuing, to render it unusable, to process it or otherwise prepare it for sale, or to Borrower may sell or otherwise dispose of itany Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any written notice of replacement or substituted Personal Property shall be subject to the salesecurity interest granted herein. (d) To the extent permitted by law, disposition or other intended action by Lender Xxxxxxxx and Xxxxxx agree that with respect to all items of Personal Property which are or will become fixtures on the Collateral Land, this Deed of Trust, upon recording or registration in the real estate records of the proper office, shall constitute a “fixture filing” within the meaning of Sections 9501(a)(1) and 9502(b) and (c) of the Code. Xxxxxxxx is the record owner of the Land. (e) Upon the occurrence and during the continuance of an Event of Default under this Deed of Trust, Lender, pursuant to the appropriate provisions of the Code and subject to other applicable provisions of California law, shall have an option to proceed with respect to both the real property portion of the interest of Borrower in the Premises and the Personal Property in accordance with its rights, powers and remedies with respect to such real property, in which event the default provisions of the Code shall not apply. Such option shall be revocable by Xxxxxx as to all or any portion of the Personal Property at any time prior to the sale of the remainder of the interest of Borrower in the Premises. In such event Lender shall designate Trustee to conduct the sale of the Personal Property in combination with the sale of the remainder of the interest of Borrower in the Premises. Should Lender elect to sell the Personal Property or any part thereof which is sent by regular mail, postage prepaid, real property or which Xxxxxx has elected to Borrowers at the address set forth in Section 8.1 (Notices), treat as real property or such other address of Borrowers which may be sold together with the real property as provided above, Lender or Trustee shall give such notice of default and election to sell as may then be required by law. The parties agree that if Lender shall elect to proceed with respect to any portion of the Personal Property separately from time to time be shown on Lender’s recordssuch real property, at least ten (10) days prior to such notice of the sale of the Personal Property shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, disposition or other actionselling and the like incurred by Xxxxxx shall include, shall constitute commercially but not be limited to, reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consentattorneys’ fees, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications costs and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amendedexpenses, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldexpenses incurred by Xxxxxx.

Uniform Commercial Code. Lender shall Mortgagee shall, with respect to the Personal Property, have all of the rights rights, options and remedies of a secured party Mortgagee under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble the Collateral and make it available to Lenderincluding without limitation, at a place designated by Lender. Subject to the terms extent provided by the Code, the right to the possession of any applicable leasessuch property or any part thereof, Lender or its agents and the right to enter with legal process any premises where any such property may without notice from time to time enter upon any Borrower’s premises to take possession be found. Any requirement of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it Code for sale, or to sell or otherwise dispose of it. Any reasonable notification shall be met by mailing written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers Mortgagor at the its address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, 17 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Property in order that the Property, including the Personal Property, may be sold as a single parcel if Mortgagee elects. Mortgagor hereby agrees that if Mortgagee demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, Xxxxxxxxx will promptly turn over and deliver possession thereof to Mortgagee, and Xxxxxxxxx authorizes, to the extent now or hereafter permitted by applicable law, Mortgagee, its employees and agents, and potential bidders or purchasers to enter upon the Property or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and Mortgagee may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, disposition lease or other actiondisposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute commercially reasonable notice additional Obligations and shall be payable upon demand with interest to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other actionMortgagee, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldapplicable.

Uniform Commercial Code. Lender (a) This Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). Mortgagor hereby grants to Mortgagee a security interest in and to all Personal Property Collateral to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble including without limitation the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises right to take immediate and exclusive possession of the Collateral, to remove it, to render it unusable, to process it Personal Property Collateral or otherwise prepare it for sale, any part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of any one or to sell or otherwise dispose of it. Any written notice more of the saleremedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, disposition or other including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. (c) This Mortgage is intended action by Lender to be a “fixture filing” for purposes of the Code with respect to the Collateral items of Property which is sent by regular mail, postage prepaid, are or may become fixtures relating to Borrowers at the address Premises upon recording of this Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 8.1 on the first page hereof. (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10d) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement The Mortgagor hereby directs that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or Mortgagee shall cause to be done promptly all recorded in the County in which the Premises are located, as well as with the applicable offices of the State, such acts financing statements and things fixture filings as Lender may request from time to time and as may shall be necessary in order to offer and/or sell perfect and preserve the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have priority of Mortgagee’s lien upon the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldPersonal Property Collateral.

Uniform Commercial Code. Lender (a) This Second Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble including without limitation the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises right to take immediate and exclusive possession of the Collateral, to remove it, to render it unusable, to process it Personal Property Collateral or otherwise prepare it for sale, any part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of any one or to sell or otherwise dispose of it. Any written notice more of the saleremedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, disposition or other including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. (c) This Second Mortgage is intended action by Lender to be a “fixture filing” for purposes of the Code with respect to the Collateral items of Property which is sent by regular mail, postage prepaid, are or may become fixtures relating to Borrowers at the address Premises upon recording of this Second Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 8.1 5.1 hereof. (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10d) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement The Mortgagor hereby directs that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or Mortgagee shall cause to be done promptly all recorded in the County in which the Premises are located, as well as with the applicable offices of the State, such acts financing statements and things fixture filings as Lender may request from time to time and as may shall be necessary in order to offer and/or sell perfect and preserve the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have priority of Mortgagee’s lien upon the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldPersonal Property Collateral.

Uniform Commercial Code. Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by Lender, Borrowers Borrower shall assemble the UCC Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the UCC Collateral which is sent by regular mail, postage prepaid, to Borrowers Borrower at the address set forth in Section 8.1 (Notices), or such other address of Borrowers Borrower which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to BorrowersBorrower. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize Borrower recognizes that Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of Investment Property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “1933 Act”), and other applicable Federal federal and state Lawslaws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.

Uniform Commercial Code. Lender This Deed of Trust, to the extent that it conveys or otherwise deals with (i) personal property, or (ii) items of personal property which are or may become fixtures, shall also be construed as a security agreement under the Uniform Commercial Code as in effect in the state of Utah (“UCC”), and this Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the county recorder of the county or counties in which the Subject Property, or any portion thereof is located with respect to any and all fixtures included within the term “Subject Property” as used herein and with respect to any personal property that may now be or hereafter become such fixtures. For purposes of the foregoing, Trustor is the debtor and owner of the Subject Property (with its address as set forth above), Beneficiary is the secured party (with its address as set forth below). Trustor grants to Beneficiary a valid and effective first priority security interest in all of Trustor’s right, title and interest in and to all portions of the Subject Property which constitute personal property, together with all replacements, additions, and proceeds. Except for Permitted Encumbrances, Trustor agrees that, without the written consent of Beneficiary and except as otherwise permitted under the Power Purchase Agreement, no other security interest will be created under the provisions of the UCC and no lease having a market value of over $500,000 will be entered into with respect to any goods, fixtures, equipment, appliances, or articles of personal property now attached to or used or to be attached to or used in connection with the Subject Property; provided that any lease entered into by Trustor having a market value of over $50,000 shall constitute Subject Property subject to the security interest under this Deed of Trust. Subject to the cure provisions of section 4 herein, upon Trustor’s failure to perform any of its material obligations under this Deed of Trust or upon the occurrence of a Default under the Power Purchase Agreement, as provided and defined therein, Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to LenderUCC and, at a place designated by Lender. Subject Beneficiary’s option, may also invoke the power of sale and all other remedies provided in this Deed of Trust as to the terms of personal property and any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession other items of the CollateralSubject Property subject to this security interest. In exercising any remedies, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose Beneficiary may proceed against the items of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in Real Estate and any other commercially reasonable manner. Nothing items specified in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, Article 1 as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting Subject Property separately or together and in any order whatsoever, without in any way affecting the availability of Investment Property by reason of certain prohibitions contained in Beneficiary’s remedies under the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale UCC or of the Collateral consisting remedies provided in this Deed of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldTrust.

Uniform Commercial Code. Lender shall have all Upon the occurrence of a default, the Beneficiary may exercise its rights of enforcement with respect to the Collateral under the Texas Business and Commerce Code, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies of a secured party under remedies: (a) the applicable Uniform Commercial Code Beneficiary may enter upon the Property to take possession of, assemble and other applicable Laws. Upon demand by Lender, Borrowers shall collect the Collateral or to render it unusable; and (b) the Beneficiary may require Grantor to assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject the Beneficiary designates which is mutually convenient to allow the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises Beneficiary to take possession or dispose of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any ; and (c) written notice of the sale, disposition or other intended action by Lender with respect mailed to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least Grantor as provided herein ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization the date of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting or prior to the date after which private sale of securities restrict the prospective bidders Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this paragraph, shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and (e) in the event of a foreclosure sale, whether made by the Trustee under the terms hereof, or purchasers under judgment of a court, the Collateral and the Mortgaged Property may, at the option of the Beneficiary, be sold as to their number, nature of business and investment intention, including, without limitation, a requirement whole; and (f) it shall not be necessary that the Persons making such purchases represent and agree to Beneficiary take possession of the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities Collateral or any part thereof in a manner which prior to the time that any sale pursuant to the provisions of this paragraph is valid conducted and binding and in conformance with all applicable Laws. Upon it shall not be necessary that the Collateral or any part thereof be present at the location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured indebtedness, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or dispositionlease, Lender shall have selling, leasing and the right like and the reasonable attorney’s fees and legal expenses incurred by the Beneficiary; and (h) any and all statements of fact or other recitals made in any xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to deliver, assign and transfer nonpayment of the indebtedness or as to the purchaser thereof occurrence of any default, or as to the Collateral consisting Beneficiary having declared all of securities such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Beneficiary, shall be taken as prima facie evidence of the truth of the facts so soldstated and recited; and (i) the Beneficiary may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Beneficiary, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Beneficiary.

Uniform Commercial Code. Lender shall have all Upon the occurrence of a default, the ----------------------- Noteholder may exercise its rights of enforcement with respect to the Collateral under the Texas Business and Commerce Code, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies of a secured party under remedies: (a) the applicable Uniform Commercial Code Noteholder may enter upon the Property to take possession of, assemble and other applicable Laws. Upon demand by Lender, Borrowers shall collect the Collateral or to render it unusable; and (b) the Noteholder may require Grantor to assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject the Noteholder designates which is mutually convenient to allow the Noteholder to take possession or dispose of the Collateral; and (c) written notice mailed to Grantor as provided herein 10 days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and (e) in the event of a foreclosure sale, whether made by the Trustee under the terms hereof, or under judgment of any applicable leasesa court, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to the Collateral and the Mortgaged Property may, at the option of the Noteholder, be sold as a whole; and (f) it shall not be necessary that the Noteholder take possession of the CollateralCollateral or any part thereof prior to the time that any sale pursuant to the provisions of this paragraph is conducted and it shall not be necessary that the Collateral or any part thereof be present at the location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured indebtedness, such proceeds shall be applied to remove itthe reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney's fees and legal expenses incurred by the Noteholder; and (h) any and all statements of fact or other recitals made in any xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to render it unusable, nonpayment of the indebtedness or as to process it or otherwise prepare it for salethe occurrence of any default, or as to sell the Noteholder having declared all of such indebtedness to be due and payable, or otherwise dispose as to notice of it. Any written notice time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Noteholder, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (i) the Noteholder may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Noteholder, including the sending of notices and the conduct of the sale, disposition or other intended action by Lender with respect to but in the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown name and on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition behalf of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldNoteholder.

Uniform Commercial Code. Lender shall have all Upon the occurrence of a default, the Noteholder may exercise its rights of enforcement with respect to the Collateral under the Texas Business and Commerce Code, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies of a secured party under remedies: (a) the applicable Uniform Commercial Code Noteholder may enter upon the Property to take possession of, assemble and other applicable Laws. Upon demand by Lender, Borrowers shall collect the Collateral or to render it unusable; and (b) the Noteholder may require Grantor to assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject the Noteholder designates which is mutually convenient to allow the Noteholder to take possession or dispose of the Collateral; and (c) written notice mailed to Grantor as provided herein five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (d) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Properly under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and (e) in the event of a foreclosure sale, whether made by the Trustee under the terms hereof, or under judgment of any applicable leasesa court, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to the Collateral and the Mortgaged Property may, at the option of the Noteholder, be sold as a whole; and (f) it shall not be necessary that the Noteholder take possession of the CollateralCollateral or any part thereof prior to the time that any sale pursuant to the provisions of this paragraph is conducted and it shall not be necessary that the Collateral or any part thereof be present at the location of such sale; and (g) prior to application of proceeds of disposition of the Collateral to the secured indebtedness, such proceeds shall be applied to remove itthe reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney's fees and legal expenses incurred by the Noteholder; and (h) any and all statements of fact or other recitals made in any xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to render it unusable, nonpayment of the indebtedness or as to process it or otherwise prepare it for salethe occurrence of any default, or as to sell the Noteholder having declared all of such indebtedness to be due and payable, or otherwise dispose as to notice of it. Any written notice time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Noteholder, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (i) the Noteholder may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Noteholder, including the sending of notices and the conduct of the sale, disposition or other intended action by Lender with respect to but in the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown name and on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition behalf of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldNoteholder.

Uniform Commercial Code. Lender (a) This Deed of Trust constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Trustor’s right, title and interest in the Personal Property Collateral is hereby assigned to Beneficiary to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble including without limitation, the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises right to take immediate and exclusive possession of the Collateral, to remove it, to render it unusable, to process it Personal Property Collateral or otherwise prepare it for sale, any part thereof. The remedies of Beneficiary hereunder are cumulative and the exercise of any one or to sell or otherwise dispose of it. Any written notice more of the saleremedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Beneficiary, disposition or other including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. (c) This Deed of Trust is intended action by Lender to be a “fixture filing” for purposes of the Code with respect to the Collateral items of Property which is sent by regular mail, postage prepaid, are or may become fixtures relating to Borrowers at the address Premises upon recording of this Deed of Trust in the real estate records of the proper office. The addresses of Trustor (Debtor) and Beneficiary (Secured Party) are set forth in Section 8.1 6.2 hereof. (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10d) days prior to such sale, disposition or other action, Trustor shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do record or cause to be done promptly recorded in the County in which the Premises are located, as well as with the applicable offices of the State, such financing statements and fixture filings and any and all such acts and things continuation statements or other documents or instruments as Lender may request from time to time and as may shall be necessary in order to offer and/or sell perfect and preserve the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have priority of Beneficiary’s lien upon the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldPersonal Property Collateral.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, Borrowers the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any the Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers the Borrower at the address set forth in Section 8.1 (Notices)of this Agreement, or such other address of Borrowers the Borrower which may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowersthe Borrower. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize The Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant The Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. Lender This Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the state in which the leased premises are situated and, Lessor, in addition to the rights prescribed in this Lease, shall have all of the rights rights, titles, liens, and remedies of interest in and to Lessee’s property now or hereafter located upon the leased premises which are granted a secured party party, as that term is defined, under the applicable Uniform Commercial Code to secure to Lessor payment of all sums due under the full performance of all Lessee’s covenants under this Lease. Lessee will on request execute and other applicable Lawsdeliver to Lessor a financing statement for the purpose of perfecting Lessor’s security interest under this Lease or Lessor may file this Lease or a copy thereof as a financing statement. Upon demand Unless otherwise provided by Lenderlaw and for the purpose of exercising any right pursuant to this section, Borrowers Lessor and Lessee agree that reasonable notice shall assemble be met if such notice is given by ten days written notice, certified mail, return receipt requested to Lessor or Lessee at the Collateral addresses specified herein. 14. Lessor and make it available his agents have the right at all reasonable times during the term of this lease to Lenderenter the leased premises for the purpose of inspecting them and all buildings and improvements thereon, at provided a place designated by Lenderthirty (30) day written notice is given. 15. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take Should Lessee remain in possession of the Collateralleased premises with the consent of Lessor after the expiration of this lease, a new tenancy from month to remove it, month subject to render it unusable, all the other terms and conditions of this lease but which shall be terminable by thirty (30) days written notice served by either Lessor or Lessee on the other party to process it or otherwise prepare it for sale, or to sell or otherwise dispose of itthis lease. 16. Any written notice of required or permitted by this lease to be given to either party to this lease by the sale, disposition or other intended action by Lender with respect to party hereto shall be in writing and shall be deposited in the Collateral which is sent by regular United States mail, postage prepaid, by certified mail, return receipts requested, addressed to Borrowers Lessee at the address set forth of the leased premises and to Lessor at X.X. Xxx 0000, Xxxxx, Xxxxx 00000. Any such notice shall be deemed to have been received as of the earlier of (i) three (3) days after mailing of such notice in Section 8.1 (Notices)accordance herewith, or (ii) the date of the signed receipt for such other address of Borrowers which may from notice to such party. From time to time be shown on Lender’s records, at least either party hereto may change his address for the purpose of this paragraph by giving written notice of such change to the other party not less than ten (10) days prior advance written notice of such change of address. 17. All rent payable under this lease shall be paid to Lessor at X.X. Xxx 0000, Xxxxx, Xxxxx 00000, unless changed by written notice pursuant to the provisions in the paragraph above. 18. Should any litigation be commenced between the parties hereto concerning the leased premises, this lease, or the rights and duties of either party in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, relief as may be required granted, to a reasonable sum as and for this attorney’s fees in connection with securing such litigation. 19. The waiver by Lessor of any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect breach of any provision of this lease shall not constitute a public sale of all continuing waiver or a part waiver of any subsequent breach of the Collateral consisting same or different provision of Investment Property by reason this lease. 20. Time is expressly declared to be of certain prohibitions contained in the Securities Act essence of 1933this lease. 21. Subject to the provisions of this lease against assignment of the Lessee’s interest hereunder, as amendedall provisions of this lease shall extend to and bind, or inure to the benefit not only of the parties hereto but to each and every one of the heirs, executors, administrators, legal representatives, successors, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale assigns of the Collateral consisting of securities restrict the prospective bidders Lessor or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldLessee.

Uniform Commercial Code. Lender shall have This Mortgage constitutes a Security Agreement as that term is used in the Code with respect to: (i) all sums at any time on deposit for the benefit of Mortgagee pursuant to any of the rights and remedies provisions of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of this Mortgage or any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice Loan Documents; and (ii) any part of the saleProperty which may or might now or hereafter be or be deemed to be personal property, disposition fixtures or property (including all replacements, additions and substitutions) other intended action by Lender than real estate (collectively "Collateral"). For this purpose, the following information is included: (i) Mortgagor shall be deemed the "Debtor" with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 the Recitals, (Notices)ii) Mortgagee shall be deemed the "Secured Party" with the address set forth in the Recitals, (iii) this document covers goods which are or are to become fixtures, (iv) the name of the record owner of the Premises is the Debtor, and (v) the tax identification number of the Debtor is 00-0000000. If notice to Mortgagor of intended disposition of such other address of Borrowers which may from time property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given to time be shown on Lender’s records, Mortgagor at least ten thirty (1030) calendar days prior to such salethe date of intended disposition. All of Mortgagor's right, disposition or other actiontitle and interest in the Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness and the performance of all of Mortgagor's obligations. All of the terms, shall constitute commercially reasonable notice provisions, conditions and agreements contained in this Mortgage apply to Borrowers. Lender may alternatively or additionally give such notice in the Collateral as fully and to the same extent as to any other commercially reasonable mannerproperty comprising the Property. Nothing in this Agreement At any time after an Event of Default has occurred and is continuing, Mortgagee shall require Lender have the remedies of a Secured Party under the Code, including without limitation the right to give take immediate and exclusive possession of the Collateral or any notice not required part thereof to the fullest extent permitted by applicable Lawslaw. If any consent, approval, or authorization The remedies of Mortgagee hereunder are cumulative and the exercise of any state, municipal one or other Governmental Authority more of the remedies provided for herein or under the Code shall not be construed as a waiver of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateralother remedies of the Mortgagee, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a including having the Collateral deemed part of the Collateral consisting realty upon any foreclosure so long as any part of Investment Property the Secured Indebtedness remains unsatisfied. To the extent permitted by reason of certain prohibitions contained in applicable law, the Securities Act of 1933security interest created hereby is specifically intended to cover and include all Leases between the Mortgagor, as amendedlessor, and other applicable Federal various tenants, as lessee, including all extensions and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale renewals of the Collateral consisting Lease terms, as well as any amendments to or replacements of securities restrict the prospective bidders or purchasers Leases, together with all of the right, title and interest of the Mortgagor as to their number, nature of business and investment intentionlessor, including, without limitationlimiting the generality of the foregoing, a requirement that the Persons making such purchases represent present and agree to continuing right to: (i) make claim for, collect, receive and receipt for any and all of the satisfaction of Lender that they are purchasing such securities for their account, for investmentRents, and not with a view to moneys payable as damages or in lieu of the distribution or resale Rents and moneys payable as the purchase price of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities Property or any part thereof in a manner or claims for money and other sums of money payable or receivable thereunder howsoever payable; and (ii) bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Mortgagor or any lessor is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have may become entitled to do under the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldLeases.

Uniform Commercial Code. Upon the occurrence of an Event of Default, Lender shall have all may exercise its rights of the rights and remedies of a secured party enforcement under the applicable Uniform Commercial Code with respect to the Personal Property, and other applicable Laws. Upon demand by Lenderin conjunction with, Borrowers shall in addition to or in substitution for those rights and remedies: (1) Lender may enter upon the Property to take possession of, assemble and collect the Personal Property or to render it unusable; (2) Lender may require Borrower to assemble the Collateral Personal Property and make it available to Lender, at a place designated by Lender. Subject Lender designates which is mutually convenient to the terms of any applicable leases, allow Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession or dispose of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any Personal Property; (3) written notice of the sale, disposition or other intended action by Lender with respect mailed to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least Borrower as provided herein ten (10) days prior to such sale, disposition the date of public sale of the Personal Property or other action, prior to the date after which private sale of the Personal Property will be made shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate notice; (4) any sale or other disposition made pursuant to the provisions of the Collateral, each Borrower agrees this paragraph shall be deemed to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect have been a public sale of all or conducted in a part of commercially reasonable manner if held contemporaneously with the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting Property under power of securities restrict sale as provided herein upon giving the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree same notice with respect to the satisfaction sale of Lender that they are purchasing the Personal Property hereunder as is required for such securities for their accountsale of the Property under power of sale; (5) in the event of a foreclosure sale, for investmentwhether made by Trustee under the terms hereof, or under judgment of a court, the Personal Property and the remainder of the Property may, at the option of Lender, be sold as a whole; (6) it shall not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell that Lender take possession of the securities Personal Property or any part thereof in a manner which prior to the time that any sale pursuant to the provisions of this paragraph is valid conducted and binding and in conformance with all applicable Laws. Upon it shall not be necessary that the Personal Property or any part thereof be present at the location of such sale; (7) prior to application of proceeds of disposition of the Personal Property to the secured indebtedness, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or dispositionlease, Lender shall have selling, leasing and the right like and the reasonable attorneys’ fees and legal expenses incurred by Lender; (8) any and all statements of fact or other recitals made in any xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to deliver, assign and transfer non-payment of the indebtedness or as to the purchaser thereof occurrence of any Event of Default, or as to Lender having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the Collateral consisting properties to be sold having been duly given, or as to any other act or thing having been duly done by Lender, shall absent manifest error be taken as conclusive evidence of securities the truth of the facts so soldstated and recited; and (9) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the sending of notices and the conduct of sale, but in the name and on behalf of Lender.

Uniform Commercial Code. Lender This Deed of Trust, to the extent that it conveys or otherwise deals with (i) personal property, or (ii) items of personal property which are or may become fixtures, shall also be construed as a security agreement under the Uniform Commercial Code as in effect in the state of Utah (“UCC”), and this Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the county recorder of the county or counties in which the Subject Property, or any portion thereof is located with respect to any and all fixtures included within the term “Subject Property” as used herein and with respect to any personal property that may now be or hereafter become such fixtures. For purposes of the foregoing, Trustor is the debtor and owner of the Subject Property (with its address as set forth above), Beneficiary is the secured party (with its address as set forth below). Trustor grants to Beneficiary a valid and effective first priority security interest in all of Trustor’s right, title and interest in and to all portions of the Subject Property which constitute personal property, together with all replacements, additions, and proceeds. Except for Permitted Encumbrances, Trustor agrees that, without the written consent of Beneficiary and except as otherwise permitted under the Power Purchase Agreement, no other security interest will be created under the provisions of the UCC and no lease having a market value of over $500,000 will be entered into with respect to any goods, fixtures, equipment, appliances, or articles of personal property now attached to or used or to be attached to or used in connection with the Subject Property; provided that any lease entered into by Trustor having a market value of over $50,000 shall constitute Subject Property subject to the security interest under this Deed of Trust. Subject to the cure provisions of Article 4 herein, upon Trustor’s failure to perform any of its material obligations under this Deed of Trust or upon the occurrence of a Default under the Power Purchase Agreement, as provided and defined therein, Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to LenderUCC and, at a place designated by Lender. Subject Beneficiary’s option, may also invoke the power of sale and all other remedies provided in this Deed of Trust as to the terms of personal property and any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession other items of the CollateralSubject Property subject to this security interest. In exercising any remedies, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose Beneficiary may proceed against the items of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in Real Estate and any other commercially reasonable manner. Nothing items of personal property specified in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, Article 1 as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting Subject Property separately or together and in any order whatsoever, without in any way affecting the availability of Investment Property by reason of certain prohibitions contained in Beneficiary’s remedies under the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale UCC or of the Collateral consisting remedies provided in this Deed of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldTrust.

Uniform Commercial Code. Lender To the extent this Lease grants Landlord any lien or lien rights greater than those provided by the laws of the State governing this Lease, this Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code. In addition to the rights prescribed in this Lease, Landlord shall have all a lien upon and an interest in Tenant’s property now or hereafter located upon the Leased Premises, including, but not limited to Tenant’s accounts, receivables, fixtures, machinery, equipment, goods, wares, merchandise, and other personal property for the performance of the rights and remedies obligations of Tenant under this Lease, which grants Landlord a secured party Security Interest, as that term is defined under the applicable said state’s Uniform Commercial Code Code, to secure the payment to Landlord of the various amounts provided in this Lease. Tenant agrees to and other applicable Laws. Upon demand by Lendershall execute and deliver to Landlord such “Financing Statements” and such further assurances as Landlord may, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateraltime, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be consider necessary to effectuate any create, perfect and preserve the lien described and all additions, substitutions, replacements and accessions thereto, and all proceeds of its or their sale or other disposition disposition. Landlord, at the expense of the CollateralTenant, each Borrower agrees may cause such Financing Statements and assurances to execute all such applications be recorded and other instrumentsre-recorded, filed and re-filed, and to take all other actionrenewed or continued, at such times and places as may be required in connection with securing or permitted by law to create, perfect and preserve such liens. In the event Tenant fails to promptly execute and return to Landlord such Financing Statements as Landlord may require to create, preserve and perfect such lien, Tenant shall and does hereby designate Landlord to act as Tenant’s agent for the sole and limited purpose of executing such Financing Statements, and any such consentexecution by Landlord pursuant to this Lease shall be effective and binding upon Tenant as though executed by Tenant. Tenant’s designation of Landlord as agent hereunder shall not be subject to revocation during the term hereof. Any statutory lien for ‘rent’ is not hereby waived, approval or authorizationthe express contractual lien herein granted being in addition and supplementary thereto. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of Notwithstanding the Collateral consisting of Investment Property by reason of certain prohibitions contained foregoing, any Security Interest in the Securities Act of 1933Tenant’s accounts, as amendedreceivables, fixtures, machinery, equipment, goods, wares, merchandise, and other personal property shall be subordinate to any properly perfected lien of Tenant’s trade creditors that is specifically applicable Federal and state Laws. Lender mayto such accounts, thereforereceivables, in its discretionfixtures, take such steps as it may deem appropriate to comply with such Laws and maymachinery, for exampleequipment, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their numbergoods, nature of business and investment intentionwares, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investmentmerchandise, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldother personal property.

Uniform Commercial Code. Lender This Shore Mortgage constitutes a security agreement under the Code and a fixture filing for the purposes of Article 9 of the Code and a security interest shall attach to the Security Interest Property for the benefit of Mortgagee as additional security for the Secured Obligations. Pursuant to Section 32 hereof, Grantor is obligated to make certain filings and re-filings. Grantor also hereby authorizes Mortgagee to file financing and continuation statements with respect to the Security Interest Property without the signature of Grantor and, upon request, Grantor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in the Security Interest Property. Mortgagee shall deliver to Grantor a copy of each such filing promptly after making the same. Upon the occurrence of any Event of Default, Mortgagee shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and Code, with respect to the Security Interest Property, or other applicable Lawslaw, and all rights and remedies provided for herein and in each other Transaction Document, all of which rights and remedies are cumulative to those provided elsewhere in this Shore Mortgage or otherwise available to Mortgagee. Upon demand by LenderFollowing the occurrence of any Event of Default, Borrowers Mortgagee, pursuant to Section 9-501(4) of the Code, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the Code shall not apply. The parties agree that, in the event Mortgagee elects to proceed with respect to the Equipment separately from the Real Property, Grantor will assemble the Collateral Equipment (other than those items of Equipment which are affixed to the Improvements and not removable without material damage to such items or the Improvements) and make it the Equipment available to Lender, Mortgagee at a place designated by Lender. Subject or places reasonably convenient to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of itMortgagee. Any written notice of the sale, disposition or other intended action by Lender with respect Mortgagee, sent to the Collateral which is sent by regular mail, postage prepaid, to Borrowers Grantor at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, Grantor specified for notices herein at least ten fifteen (1015) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to BorrowersGrantor. Lender may alternatively All replacements, renewals and additions to the Equipment shall become and be immediately subject to the security interest herein of Mortgagee and be covered by this Shore Mortgage as part of the Mortgaged Property. Grantor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Equipment in reasonable detail. Grantor warrants and represents that all Equipment now is, and that all replacements thereof, substitutions therefor and additions thereto, will be, owned by Grantor free and clear of liens, encumbrances or additionally give such notice security interests of others prior to or on a parity with the interest herein of Mortgagee other than security interests or leases given to providers of Equipment to finance the purchase of the same and Permitted Encumbrances and Permitted Liens. Neither the provisions of this Paragraph nor the filing of any separate security agreement or financing statement with respect to Mortgagee's security interest in the Security Interest Property shall be construed as in any other commercially reasonable manner. Nothing way derogating or impairing the intention of Grantor and Mortgagee hereto that the Security Interest Property shall, at all times and for all purposes and in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consentall proceedings, approvalboth legal and equitable, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, regarded as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldMortgaged Property.

Uniform Commercial Code. Lender This Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the state in which the Premises are situated. Landlord, in addition to the rights prescribed in this Lease, shall have all of the rights rights, titles, liens, and remedies of interests in and to Tenant's property, now or hereafter located upon the Premises, which may be granted a secured party security party, as that term is defined, under the applicable Uniform Commercial Code to secure to Landlord payment of all sums due and other applicable Lawsthe full performance of all Tenant's covenants under this Lease. Upon demand Tenant will on request execute and deliver to Landlord a financing statement for the purpose of perfecting Landlord's security interest under this Lease or Landlord may file this Lease or a copy thereof as a financing statement. Unless otherwise provided by Lenderlaw and for the purpose of exercising any right pursuant to this Section, Borrowers Landlord and Tenant agree that reasonable notice shall assemble the Collateral and make it available to Lender, at a place designated be met if such notice is given by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior written notice, certified mail, return receipt requested, to such saleLandlord or Tenant at the addresses specified herein. Notwithstanding the provisions of Section 10.1 of this Lease. Landlord hereby agrees that provided no event of default has occurred, disposition or other actionLandlord shall subordinate the security interest upon Tenant's property hereinbefore granted to Landlord by Tenant, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender the security interest therein granted by Tenant to give any notice not required by applicable Laws. If any consentTenant's lender(s) as a condition to obtaining financing therefor, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower Landlord agrees to execute all such applications and other instruments, and deliver to take all other action, as may be required in connection with securing any such consent, approval Tenant a standard form of subordination agreement within thirty (30) days after receipt of written request therefor from Tenant or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldTenant's lender.

Uniform Commercial Code. Lender shall have all Without limitation of Mortgagee's rights ----------------------- of enforcement with respect to the Collateral or any part thereof in accordance with the procedures for foreclosure of real estate, Mortgagee may exercise its rights and remedies of a secured party enforcement with respect to the Collateral or any part thereof under the applicable Uniform Commercial Code of Pennsylvania (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and other in conjunction with, in addition to or in substitution for those rights and remedies: (1) Mortgagee may enter upon Mortgagor's premises to take possession of, assemble and collect the Collateral or, to the extent and for those items of the Collateral permitted under applicable Laws. Upon demand by Lenderlaw, Borrowers shall to render it unusable; (2) Mortgagee may require Mortgagor to assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Collateral; (3) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice as required for the sale of the Property under power of sale as provided in paragraph (c) above in this Section 5.1; (5) in the event of a foreclosure sale, whether made by Mortgagee under the terms hereof, or under judgment of any applicable leasesa court, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to the Collateral and the other Property may, at the option of Mortgagee, be sold as a whole; (6) it shall not be necessary that Mortgagee take possession of the CollateralCollateral or any part thereof prior to the time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that the Collateral or any part thereof be present at the location of such sale; (7) with respect to application of proceeds of disposition of the Collateral under Section 5.2 hereof, the costs and expenses incident to remove itdisposition shall include the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses incurred by Mortgagee; (8) any and all statements of fact or other recitals made in any xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to render it unusable, nonpayment of the secured indebtedness or as to process it or otherwise prepare it for salethe occurrence of any default, or as to sell Mortgagee's having declared all of such indebtedness to be due and payable, or otherwise dispose as to notice of it. Any written notice time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Mortgagee, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (9) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained but in the Securities Act name and on behalf of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldMortgagee.

Uniform Commercial Code. Lender This Deed of Trust is a "security agreement" and creates a "security interest" in favor of Beneficiary as a "secured party" with respect to all property included in the Collateral which is covered by the Uniform Commercial Code, including but not limited to the Tangible Property and Intangibles. Upon default under this Deed of Trust or any other Loan Document, Beneficiary may at its option pursue any and all rights and remedies available to a secured party with respect to any portion of the Collateral so covered by the Uniform Commercial Code, or Beneficiary may at its option proceed as to all or any part of the Collateral in accordance with Beneficiary's rights and remedies in respect of real property to the extent permitted by law. Grantor and Beneficiary agree that the mention of any portion of the Collateral in a financing statement filed in the records normally pertaining to personal property shall have never derogate from or impair in any way their declared intention that all items of collateral described in this Deed of Trust are part of the real estate encumbered hereby to the fullest extent permitted by law, regardless of whether any such item is physically attached to the Improvements or whether serial numbers are used for the better identification of certain items of Tangible Property. Specifically, the mention in any such financing statement of (a) the rights in or the proceeds of any insurance policy, (b) any award in eminent domain proceedings for a taking or for loss of value, (c) Grantor's interest as lessor in any present or future lease or right to income growing out of the use or occupancy of the Mortgaged Property or Improvements, whether pursuant to lease or otherwise, or (d) any other item included in the definition of the Collateral shall never be construed to alter any of the rights and remedies of a secured party under the applicable Uniform Commercial Code and Beneficiary as determined by this Deed of Trust or any other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, Loan document or to sell or otherwise dispose impugn the priority of it. Any written notice of the sale, disposition or other intended action by Lender Beneficiary's lien and security interest with respect to the Collateral which Collateral; such mention in a financing statement is sent by regular mail, postage prepaid, declared to Borrowers at be for the address set forth protection of Beneficiary in Section 8.1 (Notices), or such other address the event any court shall hold that notice of Borrowers which may from time Beneficiary's priority of interest with respect to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part portion of the Collateral consisting of Investment Property by reason of certain prohibitions contained must be filed in the Securities Act Uniform Commercial Code records in order to be effective against or to take priority over any particular class of 1933persons, as amended, including but not limited to the federal government and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale subdivision or instrumentality of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldfederal government.

Uniform Commercial Code. (a) Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code as well as all other rights and other applicable Lawsremedies available at law or in equity. (b) Xxxxxxxx agrees to deliver to Lender any financing statements, as well as extensions, renewals and amendments thereof, and to execute and deliver to Lender any reproductions of this Deed of Trust in such form as Lender may require to perfect a security interest with respect to the Personal Property. Upon demand by Xxxxxxxx hereby authorizes and empowers Xxxxxx and irrevocably appoints Lender its agent and attorney-in-fact to file, on Xxxxxxxx’s behalf, all financing statements and refilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien, which financing statements may describe the collateral as “all assets” of the debtor or words of similar effect. 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 expenses of any record searches for financing statements as Lender may reasonably require. (c) Except as permitted pursuant to the Loan Agreement, Borrower shall not, without the prior written consent of Lender, Borrowers shall assemble sell, assign, transfer, encumber, remove or permit to be removed from the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of Premises any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the CollateralPersonal Property. Notwithstanding the foregoing, to remove itso long as no Event of Default has occurred and is continuing, to render it unusable, to process it or otherwise prepare it for sale, or to Borrower may sell or otherwise dispose of itany Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any written notice of replacement or substituted Personal Property shall be subject to the salesecurity interest granted herein. (d) To the extent permitted by law, disposition or other intended action by Lender Xxxxxxxx and Xxxxxx agree that with respect to all items of Personal Property which are or will become fixtures on the Collateral Land, this Deed of Trust, upon recording or registration in the real estate records of the proper office, shall constitute a “fixture filing” within the meaning of Sections 9501(a)(1) and 9502(b) and (c) of the Code. Xxxxxxxx is the record owner of the Land. (e) Upon the occurrence and during the continuance of an Event of Default under this Deed of Trust, Lender, pursuant to the appropriate provisions of the Code and subject to other applicable provisions of California law, shall have an option to proceed with respect to both the real property portion of the interest of Borrower in the Premises and the Personal Property in accordance with its rights, powers and remedies with respect to such real property, in which event the default provisions of the Code shall not apply. Such option shall be revocable by Xxxxxx as to all or any portion of the Personal Property at any time prior to the sale of the remainder of the interest of Borrower in the Premises. In such event Lender shall designate Trustee to conduct the sale of the Personal Property in combination with the sale of the remainder of the interest of Borrower in the Premises. Should Lender elect to sell the Personal Property or any part thereof which is sent by regular mail, postage prepaid, real property or which Xxxxxx has elected to Borrowers at the address set forth in Section 8.1 (Notices), treat as real property or such other address of Borrowers which may be sold together with the real property as provided above, Lender or Trustee shall give such notice of default and election to sell as may then be required by law. The parties agree that if Lender shall elect to proceed with respect to any portion of the Personal Property separately from time to time be shown on Lender’s recordssuch real property, at least ten (10) days prior to such days’ notice of the sale of the Personal Property shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, disposition or other actionselling and the like incurred by Xxxxxx shall include, shall constitute commercially but not be limited to, reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consentattorneys’ fees, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications costs and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amendedexpenses, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldexpenses incurred by Xxxxxx.

Uniform Commercial Code. This Mortgage constitutes a Security Agreement as that term is used in the Code with respect to: (i) all sums at any time on deposit for the benefit of the Lender pursuant to any of the provisions of this Mortgage; and (ii) any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property (including all replacements, additions and substitutions) other than real estate (collectively “Collateral”). All of Mortgagor’s right, title and interest in the Collateral is hereby assigned to the Lender to secure the payment of the Secured Indebtedness and the performance of all of Mortgagor’s obligations. All of the terms, provisions, conditions and agreements contained in this Mortgage apply to the Collateral as fully and to the same extent as to any other property comprising the Property. At any time after an Event of Default under this Mortgage has occurred and is continuing, the Lender shall have the remedies of a Secured Party under the Code, including without limitation the right to take immediate and exclusive possession of the Collateral or any part thereof. The remedies of the Lender hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Lender, including having the Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover and include all leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the lease terms, as well as any amendments to or replacements of the leases, together with all of the rights right, title and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession interest of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, Mortgagor as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intentionlessor, including, without limitationlimiting the generality of the foregoing, a requirement that following the Persons making such purchases represent occurrence and agree to during the satisfaction continuance of Lender that they are purchasing such securities an Event of Default under this Mortgage, the present and continuing right to: (i) make claim for, collect, receive and receipt for their account, for investmentany and all of the rents, and not with a view to moneys payable as damages or in lieu of the distribution or resale rents and moneys payable as the purchase price of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities Property or any part thereof in a manner or claims for money and other sums of money payable or receivable thereunder howsoever payable; and (ii) bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Mortgagor or any lessor is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have may become entitled to do under the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldleases.

Uniform Commercial Code. Lender shall have all of In addition to being a mortgage, this Mortgage is intended to be a security agreement pursuant to the rights and remedies of a secured party under the applicable Uniform Commercial Code for any of the items specified herein as part of the “Property” and other for any of the items listed on Exhibit B, attached hereto and incorporated by reference herein, which under applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available law may be subject to Lender, at a place designated by Lender. Subject security interest pursuant to the terms Uniform Commercial Code, and Mortgagor hereby grants Mortgagee a security interest in said items, and all substitutions, replacements, replacement parts, additions, repairs, repair parts, accessions and accessories incorporated therein or affixed thereto in which Mortgagor acquires an interest, and the proceeds thereof (sometimes referred to herein collectively as the “Collateral”). The “Collateral” shall be included in the “Property.” Mortgagor agrees that Mortgagee 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 applicable leasesother security agreement or financing statement shall be sufficient as a financing statement. In addition, Lender or Mortgagor hereby irrevocably authorizes Mortgagee to file any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Mortgagee determines in its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateralsole discretion, to remove it, to render it unusable, to process it perfect or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of protect the sale, disposition or other intended action by Lender security interest hereby created with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices)Collateral, or such other address to more fully describe the Collateral. Mortgagor shall pay all costs of Borrowers which may from time and expenses (including reasonable expenses of counsel and filing fees) relative to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization the preparation and filing of any statefinancing statements and any extensions, municipal or other Governmental Authority or renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications record searches for financing statements Mortgagee may reasonably require. Signed and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained acknowledged in the Securities Act of 1933presence of: XXX’X FOOD MART’S, as amendedLLC By: /s/ Its STATE OF ) ) ss COUNTY OF ) BE IT REMEMBERED, and other applicable Federal and state Laws. Lender maythat on the ____ day of, therefore2008, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitationforegoing instrument was acknowledged before me, a requirement that Notary Public in and for said County and State, by ____________________, the Persons making such purchases represent ____________________________ of Xxx’x Food Mart’s, LLC, a Tennessee limited liability company, on behalf of said company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and agree to affixed my notarial seal on the satisfaction of Lender that they are purchasing such securities for their accountday and year last aforesaid. Notary Public My Commission Expires: This instrument prepared by: Winthrop & Weinstine, for investmentP.A. 000 Xxxxx Xxxxx Xxxxxx, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or dispositionXxxxx 0000 Xxxxxxxxxxx, Lender shall have the right to deliverXxxxxxxxx 00000 ALL OF MORTGAGOR’S RIGHT, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.TITLE, INTEREST, ESTATE, CLAIM AND DEMAND, EITHER AT LAW OR IN EQUITY, NOW OR HEREAFTER, IN AND TO:

Uniform Commercial Code. Lender This Mortgage shall be construed as a Mortgage on real property, and it shall also constitute and serve as a Security Agreement on the Personal Property and shall constitute, until the grant of this Mortgage shall terminate, a first and prior pledge and assignment and a first and prior security interest under the Uniform Commercial Code of the State in which the Premises is located (herein called the "Code") with respect to any part of the Premises which may or might now or hereafter be or be deemed to be Personal Property or fixtures (all herein called "Collateral"); all of the terms, provisions, conditions and agreements contained in this Mortgage pertain and apply to the Collateral as fully and to the same extent as to any other property comprising the Premises; and the following provisions of this Section 18 shall not limit the generality or applicability of any other provisions of this Mortgage but shall be in addition thereto: (a) Mortgagee shall have all the rights, remedies and recourses with respect to the Collateral afforded a secured party by the Code, now or hereafter in effect, in addition to, and not in limitation of, the other rights, remedies and recourses afforded by the Loan Documents. (b) The Collateral is to be used by the Mortgagor solely for business purposes, being installed upon the Premises for Mortgagor's own use or as the equipment and furnishings furnished by Mortgagor, as landlord, to tenants of the Premises. (c) The Collateral will be kept at the Real Estate and will not be removed therefrom without the consent of the Mortgagee (being the Secured Party as that term is used in the Code) by Mortgagor or any other person; and the Collateral may be affixed to such Real Estate but will not be affixed to any other real estate. (d) The only persons having any interest in the Collateral are the Mortgagor, Mortgagee and any tenants thereof reasonably approved by Mortgagee. (e) No Financing Statement covering any of the Collateral or any proceeds thereof is on file in any public office except pursuant hereto; and Mortgagor will at its own EXHIBIT 10.19 cost and expense, upon demand, furnish to the Mortgagee such further information and will execute and deliver to the Mortgagee such financing statements and other documents in form reasonably satisfactory to the Mortgagee and will do all such acts and things as the Mortgagee may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Indebtedness Hereby Secured, and does hereby authorize Mortgagee to prepare and file financing statements and other documents in form reasonably satisfactory to Mortgagee and to do all such acts and other things as Mortgagee may at any time or from time to time deem reasonably necessary or appropriate to establish and maintain a perfected security interest in the Collateral, subject to no adverse liens or encumbrances, and the Mortgagor will pay the cost of filing the same or filing or recording such financing statements or other documents, and this instrument, in all public offices wherever filing or recording is deemed by the Mortgagee to be necessary or desirable. (f) Upon the occurrence of any Event of Default hereunder (regardless of whether the Code has been enacted in the jurisdiction where rights or remedies are asserted) and at any time thereafter (such Event of Default not having previously been cured), the Mortgagee at its option may declare the Indebtedness Hereby Secured immediately due and payable, all as more fully set forth in Section 19 hereof, and thereupon Mortgagee shall have the remedies of a secured party under the applicable Uniform Commercial Code Code, including, without limitation, the right to take immediate and other applicable Lawsexclusive possession of the Collateral, or any part thereof, and for that purpose may, so far as the Mortgagor can give authority therefor, with or without judicial process, enter (if this can be done without breach of the peace) upon any place which the Collateral or any part thereof may be situated and remove the same therefrom (provided that if the Collateral is affixed to real estate, such removal shall be subject to the conditions stated in the Code); and the Mortgagee shall be entitled to hold, maintain, preserve and prepare the Collateral for sale, until disposed of, or may propose to retain the Collateral subject to the Mortgagor's right of redemption in satisfaction of the Mortgagor's obligations as provided in the Code. Upon demand by Lender, Borrowers shall The Mortgagee without removal may render the Collateral unusable and dispose of the Collateral on the Premises. The Mortgagee may require the Mortgagor to assemble the Collateral and make it available to Lender, the Mortgagee for its possession at a place to be designated by LenderMortgagee which is reasonably convenient to both parties. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written The Mortgagee will give at least ten (10) days notice of the sale, disposition time and place of any public sale thereof or of the time after which any private sale or any other intended action disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by Lender with respect to the Collateral which is sent by regular mailcertified mail or equivalent, postage prepaid, to Borrowers at the address set forth of Mortgagor determined as provided in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records37 hereof, at least ten (10) days prior to such before the time of the sale or disposition. The Mortgagee may buy at any public sale, disposition and if the Collateral is a type customarily sold in a recognized market or other actionis of a type which is the subject of widely distributed standard price quotations, Mortgagee may buy at any private sale. Any such sale may be held as part of and in conjunction with any foreclosure sale of the Real Estate comprised within the Premises, the Collateral and Real Estate to be sold as EXHIBIT 10.19 one lot if Mortgagee so elects. The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys' fees and legal expenses incurred by Mortgagee, shall constitute commercially reasonable notice be applied toward the Indebtedness Hereby Secured. The Mortgagee will account to Borrowersthe Mortgagor for any surplus realized on such disposition. Lender may alternatively or additionally give The Mortgagor will remain liable for any deficiency remaining after any such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization disposition. (g) The remedies of the Mortgagee hereunder are cumulative and the exercise of any state, municipal one or other Governmental Authority more of the remedies provided for herein or under the Code shall not be construed as a waiver of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateralother remedies of the Mortgagee, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a including having the Collateral deemed part of the Collateral consisting Real Estate upon any foreclosure thereof so long as any part of Investment Property by reason of certain prohibitions the Indebtedness Hereby Secured remains unsatisfied. (h) The terms and provisions contained in this Section 18 shall, unless the Securities Act of 1933context otherwise requires, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign meanings and transfer to be construed as provided in the purchaser thereof the Collateral consisting of securities so soldCode.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any Borrower’s the Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 8.1 (Notices)of this Agreement, or such other address of the Borrowers which may from time to time be shown on the Lender’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize Each Borrower recognizes that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant Each Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. Lender This Shore Mortgage constitutes a security agreement under the Code and a fixture filing for the purposes of Article 9 of the Code and a security interest shall attach to the Security Interest Property for the benefit of Mortgagee as additional security for the Secured Obligations. Pursuant to Section 32 hereof, Grantor is obligated to make certain filings and re-filings. Grantor also hereby authorizes Mortgagee to file financing and continuation statements with respect to the Security Interest Property without the signature of Grantor and, upon request, Grantor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in the Security Interest Property. Mortgagee shall deliver to Grantor a copy of each such filing promptly after making the same. Upon the occurrence of any Event of Default, Mortgagee shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and Code, with respect to the Security Interest Property, or other applicable Lawslaw, and all rights and remedies provided for herein and in each other Transaction Document, all of which rights and remedies are cumulative to those provided elsewhere in this Shore Mortgage or otherwise available to Mortgagee. Upon demand by LenderFollowing the occurrence of any Event of Default, Borrowers Mortgagee, pursuant to Section 9-501(4) of the Code, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the Code shall not apply. The parties agree that, in the event Mortgagee elects to proceed with respect to the Equipment separately from the Real Property, Grantor will assemble the Collateral Equipment (other than those items of Equipment which are affixed to the Improvements and not removable without material damage to such items or the Improvements) and make it the Equipment available to Lender, Mortgagee at a place designated by Lender. Subject or places reasonably convenient to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of itMortgagee. Any written notice of the sale, disposition or other intended action by Lender with respect Mortgagee, sent to the Collateral which is sent by regular mail, postage prepaid, to Borrowers Grantor at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, Grantor specified for notices herein at least ten fifteen (1015) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to BorrowersGrantor. Lender may alternatively All replacements, renewals and additions to the Equipment shall become and be immediately subject to the security interest herein of Mortgagee and be covered by this Shore Mortgage as part of the Mortgaged Property. Grantor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Equipment in reasonable detail. Grantor warrants and represents that all Equipment now is, and that all replacements thereof, substitutions therefor and additions thereto, will be, owned by Grantor free and clear of liens, encumbrances or additionally give such notice security interests of others prior to or on a parity with the interest herein of Mortgagee other than security interests or leases given to providers of Equipment to finance the purchase of the same and Permitted Encumbrances and Permitted Liens (as defined in the Indenture). Neither the provisions of this Paragraph nor the filing of any separate security agreement or financing statement with respect to Mortgagee's security interest in the Security Interest Property shall be construed as in any other commercially reasonable manner. Nothing way derogating or impairing the intention of Grantor and Mortgagee hereto that the Security Interest Property shall, at all times and for all purposes and in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consentall proceedings, approvalboth legal and equitable, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, regarded as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldMortgaged Property.

Uniform Commercial Code. Lender With respect to the assignments set forth in Section IV of this Agreement, this Agreement shall have all constitute a Security Agreement for the benefit of the rights Surety and remedies also a Financing Statement, both in accordance with the provisions of a secured party under the applicable Uniform Commercial Code or similar statute of every jurisdiction wherein such Code or statute is in effect, and may be so used by the Surety without in any way abrogating, restricting or limiting the rights of the Surety under this Agreement, any other applicable Lawsagreements between or among the Surety, any Principal or Indemnitor under law, or in equity. Upon demand A carbon copy, photographic copy or other reproduction of this Agreement shall be sufficient to be, and may be filed as, a Financing Statement or Security Agreement, and the Principal and Indemnitor expressly consent to and authorize such a filing by Lenderthe Surety. The failure of the Surety to file this Agreement or a copy of this Agreement shall not release or excuse any of the obligations of any Principal or Indemnitor under this Agreement, Borrowers or otherwise. The Surety may add such schedules to this Agreement as it deems advisable, describing more specifically items of security covered by this Assignment. Notwithstanding the foregoing, the Principal and Indemnitor shall assemble the Collateral execute and make it available to Lender, at a place designated by Lender. Subject deliver to the terms Surety, upon its request, such further or additional instruments as may be necessary or desirable in the Surety’s sole and absolute discretion to permit or facilitate either the filing of this Agreement as a Financing Statement or Security Agreement, or the filing of any applicable leasesseparate Financing Statement or Security Agreement, Lender based upon this Agreement, in such states, counties, or its agents other places as the Surety may without notice from time deem necessary or advisable. The Indemnitor acknowledges and agrees that, with respect to time enter upon any Borrower’s premises settlement of a claim against a Bond involving disposition of rights, remedies, claims or interests arising under or in relation to take possession the Bonded Contract, such disposition will conclusively be deemed to have been commercially reasonable so long as the settlement of the Collateral, to remove it, to render it unusable, to process it claim is otherwise in accordance with the standards set forth in this Agreement or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender applicable with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or settlement of such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldclaims.

Uniform Commercial Code. The Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Lender, the Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender. Subject to the terms of any applicable leases, The Lender or its agents may without notice from time to time enter upon any Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 8.1 (Notices)of this Agreement, or such other address of the Borrowers which may from time to time be shown on the Lender’s 's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees the Borrowers agree to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. (7.1) Borrower and Lender agree that this Leasehold Mortgage shall constitute a security agreement within the meaning of the UCC with respect to all sums on deposit with the Lender with respect to insurance proceeds or the condemnation proceeds to which Borrower is entitled to under the provisions of the Sublease ("Deposits") and with respect to any personal property included in the definition herein of the word "Personal Property", which property may not be deemed to form a part of any property included in the definition herein of the words Land, Improvements or Fixtures or any other property to which the City owns or has a right to or in with respect to the real estate described in Exhibit A or may not constitute a "fixture" within the meaning of the UCC, and all replacements of such Personal Property, substitutions and additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to as the "Collateral", and that a security interest in and to the Collateral and the Deposits is hereby granted to Lender and the Deposits and all of Borrower’s right, title and interest therein are hereby assigned to Lender, all to secure payment of the Indebtedness and to secure performance by Borrower of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Leasehold Mortgage, Lender, pursuant to the appropriate provisions of the UCC, shall have all the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the Personal Property, in which event the default provisions of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC shall not apply. Upon demand by LenderThe parties agree that, Borrowers in the event Lender shall assemble elect to proceed with respect to the Collateral separately, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and make it available to Lenderthe like incurred by Lender shall include, at a place designated but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Lender. Subject Borrower agrees that, without the written consent of Lender, Borrower will not remove or permit to be removed from the terms of Premises any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the CollateralCollateral except that so long as the Borrower is not in default hereunder, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or Borrower shall be permitted to sell or otherwise dispose of it. Any written notice the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the salePremises, disposition upon replacing the same or substituting for the same other intended action by Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the security interest created hereby, and so that the security interest of Lender with respect shall be first in priority, it being expressly understood and agreed that all replacements of the Collateral and any additions to the Collateral which is sent by regular mailshall be and become immediately subject to the security interest of this Leasehold Mortgage and covered hereby. Borrower shall, postage prepaid, to Borrowers at the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown time, on request of Lender’s records, at least ten (10) days prior deliver to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part an inventory of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amendedreasonable detail. Borrower covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Lender otherwise consents, now are and will be free and clear of liens (other applicable Federal than the lien of taxes not yet due or payable), encumbrances or security interests of others. Borrower shall, upon demand execute and state Laws. deliver to Lender may, therefore, such financing statements and other documents in its discretion, take such steps as it may deem appropriate form satisfactory to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investmentLender, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to will do or cause to be done promptly all such acts and things as Lender may request at anytime, or from time to time and time, reasonably request or as may be necessary or appropriate to offer and/or sell establish and maintain a first perfected security interest in the securities Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or any part thereof in payable), encumbrances, or security interests of others. Provided, however, Borrower may grant purchase money security interests to third party lenders for small equipment and office furniture used for the purpose of its corporate business operations. This Leasehold Mortgage also constitutes a manner which is valid financing statement for the purpose of the UCC. For such purpose the name and binding address of the debtor and in conformance with all applicable Laws. Upon any such sale or dispositionthe secured party are as set forth below: Name and Address of Debtor: Woodside Racquet Club Management, Lender shall have Inc. 0000 Xxxx 00xx Xxxxx Xxxxxxxx, Xxxxxx 00000 Debtor’s Organizational ID Number: 0425925 - Kansas Address of Premises: 0000 Xxxx 00xx Xxxxx Xxxxxxxx, Xxxxxx 00000 Name and Address of Secured Party: Great Western Bank 00000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxx 00000 This financing statement covers the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldCollateral.

Uniform Commercial Code. Lender This Mortgage constitutes a Security Agreement as that term is used in the Code with respect to: (i) all sums at any time on deposit for the benefit of Mortgagee pursuant to any of the provisions of this Mortgage or any of the Loan Documents; and (ii) any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property (including all replacements, additions and substitutions) other than real estate (collectively "Collateral"). All of Mortgagor's right, title and interest in the Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness and the performance of all of Mortgagor's obligations. All of the terms, provisions, conditions and agreements contained in this Mortgage apply to the Collateral as fully and to the same extent as to any other property comprising the Property. At any time after an Event of Default has occurred and is continuing, Mortgagee shall have the remedies of a Secured Party under the Code, including without limitation the right to take immediate and exclusive possession of the Collateral or any part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, including having the Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover and include all Leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the Lease terms, as well as any amendments to or replacements of the Leases, together with all of the rights right, title and remedies interest of a secured party the Mortgagor as lessor, including, without limiting the generality of the foregoing, the present and continuing right to: (i) make claim for, collect, receive and receipt for any and all of the Rents, and moneys payable as damages or in lieu of the Rents and moneys payable as the purchase price of the Property or any part thereof or claims for money and other sums of money payable or receivable thereunder howsoever payable; and (ii) bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Mortgagor or any lessor is or may become entitled to do under the applicable Uniform Commercial Code Leases. This Mortgage is intended to be a "fixture filing" within the purview of Sections 9-313 and other applicable Laws. Upon demand by Lender, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession 9-402 of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender Code with respect to the Collateral items of Personal Property which is sent by regular mail, postage prepaid, are or may become fixtures relating to Borrowers at the address Premises upon recording of this Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are hereinbelow set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold5.1 hereof.

Uniform Commercial Code. Lender This Mortgage is a "security agreement" and creates a "security interest" in favor of Mortgagee as a "secured party" with respect to all property included in the Security Property which is covered by the Uniform Commercial Code, including but not limited to the Collateral and Intangibles. Upon default under this Mortgage or any other Loan Document, Mortgagee may at its option pursue any and all rights and remedies available to a secured party with respect to any portion of the Security Property so covered by the Uniform Commercial Code, or Mortgagee may at its option proceed as to all or any part of the Security Property in accordance with Mortgagee's rights and remedies in respect of real property to the extent permitted by law. Mortgagor and Mortgagee agree that the mention of any portion of the Security Property in a financing statement filed in the records normally pertaining to personal property shall have never derogate from or impair in any way their declared intention that all items of collateral described in this Mortgage are part of the real estate encumbered hereby to the fullest extent permitted by law, regardless of whether any such item is physically attached to the Improvements or whether serial numbers are used for the better identification of certain items of Collateral. Specifically, the mention in any such financing statement of (a) the rights in or the proceeds of any insurance policy, (b) any award in eminent domain proceedings for a taking or for loss of value, (c) Mortgagor's interest as lessor in any present or future Lease or right to income growing out of the use or occupancy of the Land or Improvements, whether pursuant to Lease or otherwise, or (d) any other item included in the definition of the Security Property shall never be construed to alter any of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand Mortgagee as determined by Lender, Borrowers shall assemble the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, this Mortgage or to sell or otherwise dispose impugn the priority of it. Any written notice of the sale, disposition or other intended action by Lender Mortgagee's lien and security interest with respect to the Collateral which Security Book 9117 Pg 1845 (Space reserved for Clerk of Court) Property; such mention in a financing statement is sent by regular mail, postage prepaid, declared to Borrowers at be for the address set forth protection of Mortgagee in Section 8.1 (Notices), or the event any court shall hold that notice of Mortgagee's priority of interest with respect to any such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition portion of the Collateral, each Borrower agrees Security Property must be filed in the Uniform Commercial Code records in order to execute all such applications and other instruments, and be effective against or to take all other actionpriority over any particular class of persons, as may be required in connection with securing including but not limited to the federal government and any such consent, approval subdivision or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part instrumentality of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldfederal government.

Uniform Commercial Code. Lender (a) This Leasehold Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Leasehold Mortgagor’s right, title and interest in the Personal Property Collateral is hereby assigned to Leasehold Mortgagee to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, subject to the Agreement Regarding Lease, Leasehold Mortgagee shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble including without limitation the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises right to take immediate and exclusive possession of the Collateral, to remove it, to render it unusable, to process it Personal Property Collateral or otherwise prepare it for sale, any part thereof. The remedies of Leasehold Mortgagee hereunder are cumulative and the exercise of any one or to sell or otherwise dispose of it. Any written notice more of the saleremedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Leasehold Mortgagee, disposition or other including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfied. (c) This Leasehold Mortgage is intended action by Lender to be a “fixture filing” for purposes of the Code with respect to the Collateral items of Property which is sent by regular mail, postage prepaid, are or may become fixtures relating to Borrowers at the address Leased Premises upon recording of this Leasehold Mortgage in the real estate records of the proper office. The addresses of Leasehold Mortgagor (Debtor) and Leasehold Mortgagee (Secured Party) are set forth in Section 8.1 5.1 hereof. (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10d) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement The Leasehold Mortgagor hereby directs that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or Leasehold Mortgagee shall cause to be done promptly all recorded in the County in which the Leased Premises are located, as well as with the applicable offices of the State, such acts financing statements and things fixture filings as Lender may request from time to time and as may shall be necessary in order to offer and/or sell perfect and preserve the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have priority of Leasehold Mortgagee’s lien upon the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldPersonal Property Collateral.

Uniform Commercial Code. Lender (a) This Mortgage constitutes a “security agreement” as that term is used in the Uniform Commercial Code in the State (the “Code”) with respect to any part of the Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee to secure the payment of the Obligations. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by LenderCode, Borrowers shall assemble including without limitation the Collateral and make it available to Lender, at a place designated by Lender. Subject to the terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower’s premises right to take immediate and exclusive possession of the Collateral, to remove it, to render it unusable, to process it Personal Property Collateral or otherwise prepare it for sale, any part thereof. The remedies of Mortgagee hereunder are cumulative and the exercise of any one or to sell or otherwise dispose of it. Any written notice more of the saleremedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgagee, disposition or other including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Obligations remain unsatisfied. (c) This Mortgage is intended action by Lender to be a “fixture filing” for purposes of the Code with respect to the Collateral items of Property which is sent by regular mail, postage prepaid, are or may become fixtures relating to Borrowers at the address Premises upon recording of this Mortgage in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 8.1 above. (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10d) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement The Mortgagor hereby directs that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or Mortgagee shall cause to be done promptly all recorded in the County in which the Premises are located, as well as with the applicable offices of the State, such acts financing statements and things fixture filings as Lender may request from time to time and as may shall be necessary in order to offer and/or sell perfect and preserve the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have priority of Mortgagee’s lien upon the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldPersonal Property Collateral.

Uniform Commercial Code. Lender Subject to the terms and conditions of the Intercreditor Agreement, the Collateral Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by Lenderthe Collateral Agent, Borrowers the Borrower shall assemble the Collateral and make it available to Lender, the Collateral Agent at a place designated by Lenderthe Collateral Agent. Subject to the terms of any applicable leasesThe Collateral Agent, Lender or its agents may without notice from time to time enter upon any the Borrower’s 's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by Lender the Collateral Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to Borrowers the Borrower at the address set forth in Section 8.1 9.1 (Notices), or such other address of Borrowers the Borrower which may from time to time be shown on Lender’s the Collateral Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowersthe Borrower. Lender The Collateral Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each the Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required in connection with securing any such consent, approval or authorization. Borrowers recognize The Borrower recognizes that Lender the Collateral Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Investment Property Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender The Collateral Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender the Collateral Agent, that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant The Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as Lender the Collateral Agent may request from time to time and as may be necessary to offer and/or sell the securities Securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. Lender shall have Beneficiary may proceed under the UCC as to all or any part of the Personalty, and in conjunction therewith may exercise all of the rights rights, remedies and remedies powers of a secured party creditor under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by Lenderthe occurrence and during the continuation of any Event of Default, Borrowers Grantor shall assemble all of the Collateral Accessories and make it the same available to Lenderwithin the Improvements. In connection therewith, Beneficiary may sell any Personalty at public or private sale, at a place designated by Lenderthe office of Beneficiary or elsewhere, for cash or credit and upon such other terms as Beneficiary deems commercially reasonable. Subject Beneficiary may sell any Personalty at one or more sales, and the security interest granted hereunder shall remain in effect as to the terms unsold portion of the Personalty. Grantor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by any Legal Requirement, Grantor hereby deems ten (10) days advance notice of the time and place of any applicable leasespublic or private sale reasonable notification, Lender or its agents may without notice from time to time enter upon recognizing that if any Borrower’s premises to take possession portion of the CollateralPersonalty is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. Beneficiary shall not be obligated to remove itmake any sale of Personalty regardless of notice of sale having been given. Beneficiary may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to render which it unusablewas adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of Beneficiary, Beneficiary shall have the right to process it cause subsequent sales to be made hereunder. Any statements of fact or otherwise prepare it for other recitals made in any xxxx of sale, assignment, or other document representing any sale hereunder, including statements relating to sell or otherwise dispose the occurrence of it. Any written an Event of Default, acceleration of the Secured Obligations, notice of the sale, disposition or the time, place, and terms of the sale, and other intended action actions taken by Lender with respect Beneficiary in relation to the Collateral which is sent sale may be conclusively relied upon by regular mail, postage prepaid, the purchaser at any sale hereunder. Beneficiary may delegate to Borrowers at any agent the address set forth in Section 8.1 (Notices), or such other address of Borrowers which may from time to time be shown on Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to Borrowers. Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization performance of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, each Borrower agrees to execute all such applications and other instruments, and to take all other action, as may be required acts in connection with securing any such consentsale hereunder, approval or authorization. Borrowers recognize that Lender may be unable to effect a public sale including the sending of all or a part notices and the conduct of the Collateral consisting of Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. Borrowers covenant and agree to do or cause to be done promptly all such acts and things as Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so soldsale.