Common use of Uniform Commercial Code Clause in Contracts

Uniform Commercial Code. (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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (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 Lender shall have all 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 rights 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 the remedies of a secured party under the CodeCode as well as all other rights and remedies available at law or in equity. (b) Xxxxxxxx agrees to deliver to Lender any financing statements, including without limitation 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 right Personal Property. Xxxxxxxx hereby authorizes and empowers Xxxxxx and irrevocably appoints Lender its agent and attorney-in-fact to take immediate file, on Xxxxxxxx’s behalf, all financing statements and exclusive possession 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 Personal Property Collateral debtor or words of similar effect. Borrower shall pay all costs of filing such financing statements and any part extensions, renewals, amendments and releases thereof. The remedies of Mortgagee hereunder are cumulative , and the exercise shall pay all reasonable costs and expenses of any one or more of the remedies provided record searches for herein or under the Code shall not be construed financing statements as a waiver of any of the other remedies of the Mortgagee, including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfiedLender may reasonably require. (c) This Second Mortgage is intended Except as permitted pursuant to the Loan Agreement, Borrower shall not, without the prior written consent of Lender, sell, assign, transfer, encumber, remove or permit to be a “fixture filing” for purposes removed from the Premises any of the Code Personal Property. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of any 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 replacement or substituted Personal Property shall be subject to the security interest granted herein. (d) To the extent permitted by law, Xxxxxxxx and Xxxxxx agree that with respect to the all items of Personal Property which are or may will become fixtures relating to on the Premises Land, this Deed of Trust, upon recording of this Second Mortgage or registration in the real estate records of the proper office. The addresses , shall constitute a “fixture filing” within the meaning of Mortgagor (DebtorSections 9501(a)(1) and Mortgagee 9502(b) and (Secured Partyc) are set forth in Section 5.1 hereofof the Code. Xxxxxxxx is the record owner of the Land. (de) The Mortgagor hereby directs that Upon the Mortgagee 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 cause have an option to be recorded proceed with respect to both the real property portion of the interest of Borrower 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateralin 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 real property or which Xxxxxx has elected to treat as real property or 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 such real property, ten (10) days notice of the sale of the Personal Property shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Xxxxxx shall include, but not be limited to, reasonable attorneys’ fees, costs and expenses, and other expenses incurred by Xxxxxx.

Uniform Commercial Code. 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 of enforcement with respect to the Personal Property Collateral or any part thereof under the Texas Business and Commerce Code as amended (a) This Second Mortgage constitutes a Security Agreement as that term is used in or under the Uniform Commercial Code in force in any other state to the State extent the same is applicable law) and in conjunction with, in addition to or in substitution for those rights and remedies: (the “Code”1) with respect Beneficiary may enter upon Grantor's premises to any part of the Property which may or might now or hereafter be or be deemed to be personal propertytake possession of, fixtures or property other than real estate (including all replacements thereof, additions thereto assemble and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and interest in collect the Personal Property Collateral is hereby assigned or, to Mortgagee to secure the payment extent and for those items of the Secured Indebtedness. Personal Property Collateral permitted under applicable law, to render it unusable; (b2) At Beneficiary may require Grantor to assemble the Personal Property Collateral and make it available at a place 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 time after an Event sale made pursuant to the provisions of Default has occurred and this paragraph shall be continuing, Mortgagee shall deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the remedies 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 secured party foreclosure sale, whether made by Trustee under the Codeterms hereof, including without limitation or under judgment of a court, the right to 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 immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies thereof prior to the time that any sale pursuant to the provisions of Mortgagee hereunder are cumulative 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 disposition shall include the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the exercise 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 nonpayment of the Indebtedness or as to the occurrence of any default, or as to Beneficiary 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 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 remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of the Mortgageesale, 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Second Mortgage but in the real estate records name and on behalf of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereofBeneficiary. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (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 Mortgagor hereby grants to Mortgagee a security interest in the and to all 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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 on the first page hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second 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 Agreement Interest Property for the benefit of Mortgagee as that term additional security for the Secured Obligations. Pursuant to Section 32 hereof, Grantor is used in the Uniform Commercial Code in the State (the “Code”) obligated to make certain filings and re-filings. Grantor also hereby authorizes Mortgagee to file financing and continuation statements with respect to any part the Security Interest Property without the signature of the Property which may or might now or hereafter be or be deemed Grantor and, upon request, Grantor shall promptly execute financing and continuation statements in form satisfactory to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto Mortgagee to further evidence and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and secure Mortgagee's interest in the Personal Property Collateral is hereby assigned Security Interest Property. Mortgagee shall deliver to Mortgagee to secure Grantor a copy of each such filing promptly after making the payment same. Upon the occurrence of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuingDefault, Mortgagee shall have all of the rights and remedies of a secured party under the Code, including without limitation with respect to the right to take immediate Security Interest Property, or other applicable law, and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee hereunder are cumulative all rights and the exercise of any one or more of the 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 under otherwise available to Mortgagee. Following the occurrence of any Event of Default, 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 be construed as a waiver of any of apply. The parties agree that, in the other remedies of the Mortgagee, 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 event Mortgagee elects to be a “fixture filing” for purposes of the Code proceed with respect to the Equipment separately from the Real Property, Grantor will assemble the Equipment (other than those items of Property Equipment which are or may become fixtures relating affixed to the Premises upon recording Improvements and not removable without material damage to such items or the Improvements) and make the Equipment available to Mortgagee at a place or places reasonably convenient to Mortgagee. Any notice of sale, disposition or other intended action by Mortgagee, sent to Grantor at the address of Grantor specified for notices herein at least fifteen (15) days prior to such action, shall constitute reasonable notice to Grantor. 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 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 Second Mortgage Paragraph nor the filing of any separate security agreement or financing statement with respect to Mortgagee's security interest in the real estate records Security Interest Property shall be construed as in any 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 all proceedings, both legal and equitable, be regarded as a part of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereofMortgaged Property. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second 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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Leasehold 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 Leasehold Mortgagee, 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 Leasehold Mortgage is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Leased Premises upon recording of this Second 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 5.1 hereof. (d) The Leasehold Mortgagor hereby directs that the Leasehold Mortgagee shall cause to be recorded in the County in which the Leased Premises are located, as well as with the applicable offices of the State, such financing statements and fixture filings as shall be necessary in order to perfect and preserve the priority of Leasehold Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (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: (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 (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property collectively "Collateral”"). All of Mortgagor’s 's right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness. (b) 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 shall be is continuing, Mortgagee shall have the remedies of a secured party Secured Party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 Personal Property 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 right, title and interest of the Mortgagor as lessor, including, without limiting the generality of the foregoing, the present and continuing right to: (ci) 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 Leases. This Second Mortgage is intended to be a “"fixture filing” for purposes " within the purview of Sections 9-313 and 9-402 of the Code with respect to the items of Personal Property which are or may become fixtures relating to the 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 hereinbelow set forth in Section 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. 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 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) This Second 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 of Mortgagee as determined by this Mortgage constitutes or to impugn the priority of Mortgagee's lien and security interest with respect to the Security Book 9117 Pg 1845 (Space reserved for Clerk of Court) Property; such mention in a financing statement is declared to be for the protection of Mortgagee in the event any court shall hold that notice of Mortgagee's priority of interest with respect to any such portion of the Security Agreement as that term is used Property must be filed 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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect be effective against or to take priority over any particular class of persons, including but not limited to the federal government and preserve any subdivision or instrumentality of the priority of Mortgagee’s lien upon the Personal Property Collateralfederal government.

Uniform Commercial Code. (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: (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 (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the collectively “Personal Property Collateral”). All of Mortgagor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee the Lender to secure the payment of the Secured Indebtedness. (b) 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 shall be is continuing, Mortgagee the Lender shall have the remedies of a secured party Secured Party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee 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 MortgageeLender, 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 . To the extent permitted by applicable law, the security interest created hereby is specifically intended to be a “fixture filing” for purposes cover and include all leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be recorded in the County in which the Premises are locatedlease terms, as well as with the applicable offices any amendments to or replacements of the Stateleases, such financing statements together with all of the right, title and fixture filings interest of the Mortgagor as shall be necessary lessor, including, without limiting the generality of the foregoing, following the occurrence and during the continuance of an Event of Default under this Mortgage, 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 order 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 perfect do any and preserve all things which Mortgagor or any lessor is or may become entitled to do under the priority of Mortgagee’s lien upon the Personal Property Collateralleases.

Uniform Commercial Code. (a) This Second Mortgage Deed to Secure Debt 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 Secured Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate property (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). Grantor hereby grants to Grantee a security interest in the Personal Property Collateral. All of MortgagorGrantor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee Grantee to secure the payment of the Secured Indebtedness.Obligations. The Grantor shall and Grantee may cause to be 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 as shall be necessary or desirable in order to establish, maintain, preserve, protect and continue the validity, perfection and priority of Grantee’s Lien upon the Personal Property Collateral. Deed to Secure Debt (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee Grantee shall have the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee Grantee 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 MortgageeGrantee, including having the Personal Property Collateral deemed part of the realty real property upon any foreclosure so long as any part of the Secured Indebtedness Obligations remains unsatisfied. (c) This Second Mortgage is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second Mortgage constitutes a Security Agreement “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 IndebtednessObligations. (b) At any time after an Event of Default has occurred and shall be 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 Personal Property 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 Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains Obligations remain unsatisfied. (c) This Second Mortgage is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereofabove. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second Mortgage Deed to Secure Debt 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 Secured Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate property (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”). Grantor hereby grants to Grantee a security interest in the Personal Property Collateral. All of MortgagorGrantor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee Grantee to secure the payment of the Secured IndebtednessObligations. The Grantor shall and Grantee may cause to be 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 as shall be necessary or desirable in order to establish, maintain, preserve, protect and continue the validity, perfection and priority of Grantee’s Lien upon the Personal Property Collateral. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee Grantee shall have the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee Grantee 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 MortgageeGrantee, including having the Personal Property Collateral deemed part of the realty real property upon any foreclosure so long as any part of the Secured Indebtedness Obligations remains unsatisfied. (c) This Second Mortgage is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second 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 Agreement Interest Property for the benefit of Mortgagee as that term additional security for the Secured Obligations. Pursuant to Section 32 hereof, Grantor is used in the Uniform Commercial Code in the State (the “Code”) obligated to make certain filings and re-filings. Grantor also hereby authorizes Mortgagee to file financing and continuation statements with respect to any part the Security Interest Property without the signature of the Property which may or might now or hereafter be or be deemed Grantor and, upon request, Grantor shall promptly execute financing and continuation statements in form satisfactory to be personal property, fixtures or property other than real estate (including all replacements thereof, additions thereto Mortgagee to further evidence and substitutions therefor) (collectively, the “Personal Property Collateral”). All of Mortgagor’s right, title and secure Mortgagee's interest in the Personal Property Collateral is hereby assigned Security Interest Property. Mortgagee shall deliver to Mortgagee to secure Grantor a copy of each such filing promptly after making the payment same. Upon the occurrence of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuingDefault, Mortgagee shall have all of the rights and remedies of a secured party under the Code, including without limitation with respect to the right to take immediate Security Interest Property, or other applicable law, and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee hereunder are cumulative all rights and the exercise of any one or more of the 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 under otherwise available to Mortgagee. Following the occurrence of any Event of Default, 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 be construed as a waiver of any of apply. The parties agree that, in the other remedies of the Mortgagee, 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 event Mortgagee elects to be a “fixture filing” for purposes of the Code proceed with respect to the Equipment separately from the Real Property, Grantor will assemble the Equipment (other than those items of Property Equipment which are or may become fixtures relating affixed to the Premises upon recording Improvements and not removable without material damage to such items or the Improvements) and make the Equipment available to Mortgagee at a place or places reasonably convenient to Mortgagee. Any notice of sale, disposition or other intended action by Mortgagee, sent to Grantor at the address of Grantor specified for notices herein at least fifteen (15) days prior to such action, shall constitute reasonable notice to Grantor. 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 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 Second Mortgage Paragraph nor the filing of any separate security agreement or financing statement with respect to Mortgagee's security interest in the real estate records Security Interest Property shall be construed as in any 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 all proceedings, both legal and equitable, be regarded as a part of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereofMortgaged Property. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. This Deed of Trust, to the extent that it conveys or otherwise deals with (ai) This Second Mortgage constitutes personal property, or (ii) items of personal property which are or may become fixtures, shall also be construed as a Security Agreement as that term is used in security agreement under the Uniform Commercial Code as in effect in the State state of Utah (“UCC”), and this Deed of Trust constitutes a financing statement filed as a fixture filing in the “Code”) 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 part 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 which may or might now or hereafter be or be deemed to be personal property(with its address as set forth above), fixtures or property other than real estate Beneficiary is the secured party (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”with its address as set forth below). All Trustor grants to Beneficiary a valid and effective first priority security interest in all of MortgagorTrustor’s right, title and interest in the Personal Property Collateral is hereby assigned and to Mortgagee to secure the payment all portions of the Secured Indebtedness. (b) At 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 time after an Event 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 has occurred under the Power Purchase Agreement, as provided and shall be continuingdefined therein, Mortgagee Beneficiary shall have the remedies of a secured party under the CodeUCC and, including without limitation at Beneficiary’s option, may also invoke the right power of sale and all other remedies provided in this Deed of Trust as to take immediate the personal property and exclusive possession any other items of the Personal Subject Property Collateral subject to this security interest. In exercising any remedies, Beneficiary may proceed against the items of Real Estate and any other items of personal property specified in Article 1 as part of the Subject Property separately or together and in any part thereof. The order whatsoever, without in any way affecting the availability of Beneficiary’s remedies of Mortgagee hereunder are cumulative and under the exercise of any one UCC or more of the remedies provided for herein or under the Code shall not be construed as a waiver in this Deed of any of the other remedies of the Mortgagee, including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfiedTrust. (c) This Second Mortgage is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (ai) This Second Mortgage Deed of Trust constitutes a Security Agreement “security agreement” as that such 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 MortgagorGrantor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee Lender to secure the payment of the Secured IndebtednessDebt. (bii) At any time after an Event of Default has occurred and shall be continuing, Mortgagee Lender shall have the remedies of a secured party under the Uniform Commercial Code, including without limitation the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee Lender hereunder are cumulative and the exercise of any one or more of the remedies provided for herein herein, under applicable law or under the Uniform Commercial Code shall not be construed as a waiver of any of the other remedies of the MortgageeLender, including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains obligations remain unsatisfied. (ciii) This Second Mortgage is intended Grantor hereby authorizes Lender to be a “fixture filing” for purposes of the Code with respect to the items of Property which are record or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be recorded in the County in which the Premises are Property is located, as well as with the applicable offices of the State, such financing statements and fixture filings as shall be necessary in order to perfect and preserve the priority of MortgageeLender’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second Mortgage 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 MortgagorTrustor’s right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee Beneficiary to secure the payment of the Secured Indebtedness. (b) At any time after an Event of Default has occurred and shall be continuing, Mortgagee Beneficiary shall have the remedies of a secured party under the Code, including without limitation limitation, the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereof. The remedies of Mortgagee Beneficiary 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 MortgageeBeneficiary, 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 Deed of Trust is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Second Mortgage Deed of Trust in the real estate records of the proper office. The addresses of Mortgagor Trustor (Debtor) and Mortgagee Beneficiary (Secured Party) are set forth in Section 5.1 6.2 hereof. (d) The Mortgagor hereby directs that the Mortgagee Trustor shall record or cause to be 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 continuation statements or other documents or instruments as shall be necessary in order to perfect and preserve the priority of MortgageeBeneficiary’s lien upon the Personal Property Collateral.

Uniform Commercial Code. 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 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) This Second Mortgage constitutes the rights in or the proceeds of any insurance policy, (b) any award in eminent domain proceedings for a Security Agreement 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 of Beneficiary as determined by this Deed of Trust or any other Loan document or to impugn the priority of Beneficiary's lien and security interest with respect to the Collateral; such mention in a financing statement is declared to be for the protection of Beneficiary in the event any court shall hold that term is used notice of Beneficiary's priority of interest with respect to any such portion of the Collateral must be filed 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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect be effective against or to take priority over any particular class of persons, including but not limited to the federal government and preserve any subdivision or instrumentality of the priority of Mortgagee’s lien upon the Personal Property Collateralfederal government.

Uniform Commercial Code. This Deed of Trust, to the extent that it conveys or otherwise deals with (ai) This Second Mortgage constitutes personal property, or (ii) items of personal property which are or may become fixtures, shall also be construed as a Security Agreement as that term is used in security agreement under the Uniform Commercial Code as in effect in the State state of Utah (“UCC”), and this Deed of Trust constitutes a financing statement filed as a fixture filing in the “Code”) 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 part 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 which may or might now or hereafter be or be deemed to be personal property(with its address as set forth above), fixtures or property other than real estate Beneficiary is the secured party (including all replacements thereof, additions thereto and substitutions therefor) (collectively, the “Personal Property Collateral”with its address as set forth below). All Trustor grants to Beneficiary a valid and effective first priority security interest in all of MortgagorTrustor’s right, title and interest in the Personal Property Collateral is hereby assigned and to Mortgagee to secure the payment all portions of the Secured Indebtedness. (b) At 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 time after an Event 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 has occurred under the Power Purchase Agreement, as provided and shall be continuingdefined therein, Mortgagee Beneficiary shall have the remedies of a secured party under the CodeUCC and, including without limitation at Beneficiary’s option, may also invoke the right power of sale and all other remedies provided in this Deed of Trust as to take immediate the personal property and exclusive possession any other items of the Personal Subject Property Collateral subject to this security interest. In exercising any remedies, Beneficiary may proceed against the items of Real Estate and any other items specified in Article 1 as part of the Subject Property separately or together and in any part thereof. The order whatsoever, without in any way affecting the availability of Beneficiary’s remedies of Mortgagee hereunder are cumulative and under the exercise of any one UCC or more of the remedies provided for herein or under the Code shall not be construed as a waiver in this Deed of any of the other remedies of the Mortgagee, including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfiedTrust. (c) This Second Mortgage is intended to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second Mortgage 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 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 obligations of Tenant under this Lease, which grants Landlord a Security Agreement Interest, as that term is used in the defined under said state’s 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 to Landlord of the Secured Indebtedness. (b) At any time after an Event of Default has occurred various amounts provided in this Lease. Tenant agrees to and shall be continuingexecute and deliver to Landlord such “Financing Statements” and such further assurances as Landlord may, Mortgagee shall have the remedies of a secured party under the Codefrom time to time, including without limitation the right consider necessary to take immediate and exclusive possession of the Personal Property 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 Mortgageecreate, 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority lien described and all additions, substitutions, replacements and accessions thereto, and all proceeds of Mortgageeits or their sale or other disposition. Landlord, at the expense of Tenant, may cause such Financing Statements and assurances to be recorded and re-recorded, filed and re-filed, and renewed or continued, at such times and places as may be required 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 execution 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 upon for ‘rent’ is not hereby waived, the Personal Property Collateralexpress contractual lien herein granted being in addition and supplementary thereto. Notwithstanding the foregoing, any Security Interest in Tenant’s accounts, receivables, 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 to such accounts, receivables, fixtures, machinery, equipment, goods, wares, merchandise, and other personal property.

Uniform Commercial Code. (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 MortgagorXxxxxxxxx’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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the and authorizes Mortgagee shall to cause to be recorded in the County in which the Premises are located, as well as with the applicable offices of the State, such financing statements and statements, fixture filings and other documents, including amendments and continuations thereof, as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (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: (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 (including all replacements thereof, additions thereto and substitutions therefor) (collectivelycollectively "Collateral"). For this purpose, the “Personal Property Collateral”)following information is included: (i) Mortgagor shall be deemed the "Debtor" with the address set forth in the Recitals, (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 property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given to Mortgagor at least thirty (30) calendar days prior to the date of intended disposition. All of Mortgagor’s 's right, title and interest in the Personal Property Collateral is hereby assigned to Mortgagee to secure the payment of the Secured Indebtedness. (b) 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 shall be is continuing, Mortgagee shall have the remedies of a secured party Secured Party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property Collateral or any part thereofthereof to the fullest extent permitted by law. 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 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 . To the extent permitted by applicable law, the security interest created hereby is specifically intended to be a “fixture filing” for purposes cover and include all Leases between the Mortgagor, as lessor, and various tenants, as lessee, including all extensions and renewals of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be recorded in the County in which the Premises are locatedLease terms, as well as with the applicable offices any amendments to or replacements of the StateLeases, such financing statements together with all of the right, title and fixture filings interest of the Mortgagor as shall be necessary 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 order 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 perfect do any and preserve all things which Mortgagor or any lessor is or may become entitled to do under the priority of Mortgagee’s lien upon the Personal Property CollateralLeases.

Uniform Commercial Code. (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 Lender shall have all 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 rights 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 the remedies of a secured party under the CodeCode as well as all other rights and remedies available at law or in equity. (b) Xxxxxxxx agrees to deliver to Lender any financing statements, including without limitation 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 right Personal Property. Xxxxxxxx hereby authorizes and empowers Xxxxxx and irrevocably appoints Lender its agent and attorney-in-fact to take immediate file, on Xxxxxxxx’s behalf, all financing statements and exclusive possession 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 Personal Property Collateral debtor or words of similar effect. Borrower shall pay all costs of filing such financing statements and any part extensions, renewals, amendments and releases thereof. The remedies of Mortgagee hereunder are cumulative , and the exercise shall pay all reasonable costs and expenses of any one or more of the remedies provided record searches for herein or under the Code shall not be construed financing statements as a waiver of any of the other remedies of the Mortgagee, including having the Personal Property Collateral deemed part of the realty upon any foreclosure so long as any part of the Secured Indebtedness remains unsatisfiedLender may reasonably require. (c) This Second Mortgage is intended Except as permitted pursuant to the Loan Agreement, Borrower shall not, without the prior written consent of Lender, sell, assign, transfer, encumber, remove or permit to be a “fixture filing” for purposes removed from the Premises any of the Code Personal Property. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of any 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 replacement or substituted Personal Property shall be subject to the security interest granted herein. (d) To the extent permitted by law, Xxxxxxxx and Xxxxxx agree that with respect to the all items of Personal Property which are or may will become fixtures relating to on the Premises Land, this Deed of Trust, upon recording of this Second Mortgage or registration in the real estate records of the proper office. The addresses , shall constitute a “fixture filing” within the meaning of Mortgagor (DebtorSections 9501(a)(1) and Mortgagee 9502(b) and (Secured Partyc) are set forth in Section 5.1 hereofof the Code. Xxxxxxxx is the record owner of the Land. (de) The Mortgagor hereby directs that Upon the Mortgagee 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 cause have an option to be recorded proceed with respect to both the real property portion of the interest of Borrower 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateralin 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 real property or which Xxxxxx has elected to treat as real property or 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 such real property, ten (10) days’ notice of the sale of the Personal Property shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Xxxxxx shall include, but not be limited to, reasonable attorneys’ fees, costs and expenses, and other expenses incurred by Xxxxxx.

Uniform Commercial Code. (a7.1) This Second Borrower and Lender agree that this Leasehold Mortgage constitutes shall constitute a Security Agreement as that term 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 used in entitled to under the Uniform Commercial Code in provisions of the State Sublease (the “Code”"Deposits") and with respect to any part personal property included in the definition herein of the Property word "Personal Property", which property may or might now or hereafter be or not be deemed to be personal propertyform a part of any property included in the definition herein of the words Land, fixtures Improvements or Fixtures or any other property other than to which the City owns or has a right to or in with respect to the real estate (including described in Exhibit A or may not constitute a "fixture" within the meaning of the UCC, and all replacements thereofof such Personal Property, substitutions and additions thereto and substitutions therefor) (collectivelythe proceeds thereof, all such property being sometimes hereinafter collectively referred to as the “Personal Property "Collateral”). All ", and that a security interest in and to the Collateral and the Deposits is hereby granted to Lender and the Deposits and all of MortgagorBorrower’s right, title and interest in the Personal Property Collateral is therein are hereby assigned to Mortgagee Lender, all to secure the payment of the Secured Indebtedness. (b) At any time after Indebtedness and to secure performance by Borrower of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default has occurred and shall be continuingunder this Leasehold Mortgage, Mortgagee Lender, pursuant to the appropriate provisions of the UCC, shall have the remedies option of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code proceeding with respect to the items of Property which are or may become fixtures relating Collateral in accordance with its rights and remedies with respect to the Personal Property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Lender shall 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 the like incurred by Lender shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Lender. Borrower agrees that, without the written consent of Lender, Borrower will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Borrower is not in default hereunder, Borrower shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon recording replacing the same or substituting for the same other 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 shall be first in priority, it being expressly understood and agreed that all replacements of the Collateral and any additions to the Collateral shall be and become immediately subject to the security interest of this Second Leasehold Mortgage in the real estate records and covered hereby. Borrower shall, from time to time, on request of Lender, deliver to Lender an inventory of the proper officeCollateral in reasonable detail. The addresses 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 Mortgagor liens (Debtor) other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Borrower shall, upon demand execute and Mortgagee (Secured Party) are set forth in Section 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause deliver to be recorded in the County in which the Premises are located, as well as with the applicable offices of the State, Lender such financing statements and fixture filings other documents in form satisfactory to Lender, and will do all such acts and things as shall Lender may at anytime, or from time to time, reasonably request or as may be necessary or appropriate to establish and maintain a first perfected security interest in order the Deposits and Collateral, subject to perfect no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others. Provided, however, Borrower may grant purchase money security interests to third party lenders for small equipment and preserve office furniture used for the priority purpose of Mortgageeits corporate business operations. This Leasehold Mortgage also constitutes a financing statement for the purpose of the UCC. For such purpose the name and address of the debtor and the secured party are as set forth below: Name and Address of Debtor: Woodside Racquet Club Management, Inc. 0000 Xxxx 00xx Xxxxx Xxxxxxxx, Xxxxxx 00000 Debtor’s lien upon 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 Personal Property Collateral.

Uniform Commercial Code. (a) This Second Mortgage constitutes In addition to being 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 propertymortgage, 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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 this Mortgage is intended to be a “fixture filing” security agreement pursuant to the Uniform Commercial Code for purposes any of the Code with respect items specified herein as part of the “Property” and for any of the items listed on Exhibit B, attached hereto and incorporated by reference herein, which under applicable law may be subject to a security interest pursuant to the items of Property 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 are 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 may become fixtures relating to the Premises upon recording of this Second Mortgage a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the proper officeitems specified above as part of the Property. The addresses Any reproduction of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereof. (d) The this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagor hereby directs that the irrevocably authorizes Mortgagee shall cause to be recorded in the County in which the Premises are locatedfile any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Mortgagee determines in its sole discretion, to perfect or protect the security interest hereby created with respect to the applicable offices Collateral, or to more fully describe the Collateral. Mortgagor shall pay all costs of and expenses (including reasonable expenses of counsel and filing fees) relative to the State, such preparation and filing of any financing statements and fixture filings as any extensions, renewals, amendments and releases thereof, and shall be necessary pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Signed and acknowledged in order to perfect the presence of: XXX’X FOOD MART’S, LLC By: /s/ Its STATE OF ) ) ss COUNTY OF ) BE IT REMEMBERED, that on the ____ day of, 2008, the foregoing instrument was acknowledged before me, a Notary Public in and preserve for said County and State, by ____________________, the priority ____________________________ of Mortgagee’s lien upon 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 affixed my notarial seal on the Personal Property Collateral.day and year last aforesaid. Notary Public My Commission Expires: This instrument prepared by: Winthrop & Weinstine, P.A. 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 ALL OF MORTGAGOR’S RIGHT, TITLE, INTEREST, ESTATE, CLAIM AND DEMAND, EITHER AT LAW OR IN EQUITY, NOW OR HEREAFTER, IN AND TO:

Uniform Commercial Code. (a) This Second Mortgage constitutes shall be construed as a Mortgage on real property, and it shall also constitute and serve as a Security Agreement as that term is used in 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 in of the State in which the Premises is located (herein called the “"Code”") with respect to any part of the Property Premises which may or might now or hereafter be or be deemed to be personal propertyPersonal Property or fixtures (all herein called "Collateral"); all of the terms, fixtures 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 property applicability of any other than real estate provisions of this Mortgage but shall be in addition thereto: (including a) Mortgagee shall have all replacements thereofthe rights, additions thereto remedies and substitutions therefor) (collectivelyrecourses 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 “Personal Property Collateral”). All of Mortgagor’s rightother rights, title remedies and interest in recourses afforded by the Personal Property Collateral is hereby assigned to Mortgagee to secure the payment of the Secured IndebtednessLoan Documents. (b) At 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 after an 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 occurred been enacted in the jurisdiction where rights or remedies are asserted) and shall be continuingat 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 Code, including including, without limitation limitation, the right to take immediate and exclusive possession of the Personal Property 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 thereofthereof 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. 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 the Mortgagee for its possession at a place to be designated by Mortgagee which is reasonably convenient to both parties. The Mortgagee will give at least ten (10) days notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by certified mail or equivalent, postage prepaid, to the address of Mortgagor determined as provided in Section 37 hereof, at least ten (10) days before the time of the sale or disposition. The Mortgagee may buy at any public sale, and if the Collateral is a type customarily sold in a recognized market or is 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 be applied toward the Indebtedness Hereby Secured. The Mortgagee will account to the Mortgagor for any surplus realized on such disposition. The Mortgagor will remain liable for any deficiency remaining after any such disposition. (g) The remedies of the 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 Personal Property Collateral deemed part of the realty Real Estate upon any foreclosure thereof so long as any part of the Indebtedness Hereby Secured Indebtedness remains unsatisfied. (ch) This Second Mortgage is intended to The terms and provisions contained in this Section 18 shall, unless the context otherwise requires, have the meanings and be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the Premises upon recording of this Second Mortgage construed as provided in the real estate records of the proper office. The addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are set forth in Section 5.1 hereofCode. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be 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 as shall be necessary in order to perfect and preserve the priority of Mortgagee’s lien upon the Personal Property Collateral.

Uniform Commercial Code. (a) This Second Mortgage Lease is intended as and constitutes a Security Agreement as that term is used in security agreement within the meaning of 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 the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property 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 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 to be a “fixture filing” for purposes of the Code with respect to the items of Property which are or may become fixtures relating to the 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 5.1 hereof. (d) The Mortgagor hereby directs that the Mortgagee shall cause to be recorded in the County state in which the Premises are locatedsituated. Landlord, in addition to the rights prescribed in this Lease, shall have all of the rights, titles, liens, and interests in and to Tenant's property, now or hereafter located upon the Premises, which may be granted a security party, as well that term is defined, under the Uniform Commercial Code to secure to Landlord payment of all sums due and the full performance of all Tenant's covenants under this Lease. 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 with a financing statement. Unless otherwise provided by law and for the applicable offices purpose of the Stateexercising any right pursuant to this Section, such financing statements Landlord and fixture filings as Tenant agree that reasonable notice shall be necessary in order met if such notice is given by ten (10) days written notice, certified mail, return receipt requested, to perfect Landlord 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, Landlord shall subordinate the security interest upon Tenant's property hereinbefore granted to Landlord by Tenant, to the security interest therein granted by Tenant to Tenant's lender(s) as a condition to obtaining financing therefor, Landlord agrees to execute and preserve the priority deliver to Tenant a standard form of Mortgagee’s lien upon the Personal Property Collateralsubordination agreement within thirty (30) days after receipt of written request therefor from Tenant or Tenant's lender.