SECURITY AGREEMENTS; LOCATIONS OF PLACES OF BUSINESS AND
CHIEF EXECUTIVE OFFICE.
TRUSTOR SHALL NOT CHANGE ITS NAME, IDENTITY (INCLUDING
ITS TRADE NAME OR NAMES), STRUCTURE OR LOCATION (DETERMINED AS PROVIDED IN
SECTION 9-307 OF THE UCC) IN ANY MANNER, AND SHALL NOT BECOME BOUND, AS PROVIDED
IN SECTION 9-203(D) OF THE UCC, BY A SECURITY AGREEMENT ENTERED INTO BY ANOTHER
PERSON, IN EACH CASE UNLESS IT SHALL HAVE GIVEN BENEFICIARY NOT LESS THAN 30
DAYS' PRIOR NOTICE THEREOF.
TRUSTOR SHALL NOT IN ANY EVENT CHANGE THE LOCATION
OF ITS PLACE OR PLACES OF BUSINESS, ITS CHIEF EXECUTIVE OFFICE OR ANY COLLATERAL
OR ITS NAME, IDENTITY, STRUCTURE OR LOCATION (DETERMINED AS PROVIDED IN SECTION
9-307 OF THE UCC), OR BECOME BOUND, AS PROVIDED IN SECTION 9-203(D) OF THE UCC,
BY A SECURITY AGREEMENT ENTERED INTO BY ANOTHER PERSON, IF SUCH CHANGE WOULD
CAUSE THE SECURITY INTERESTS IN ANY COLLATERAL TO LAPSE OR CEASE TO BE PERFECTED
UNLESS TRUSTOR HAS TAKEN ON OR BEFORE THE DATE OF LAPSE ALL ACTIONS NECESSARY TO
ENSURE THAT THE SECURITY INTERESTS IN THE COLLATERAL DOES NOT LAPSE OR CEASE TO
BE PERFECTED.
SECTION 3.9.
TITLE.
TRUSTOR HAS GOOD, MARKETABLE AND INSURABLE FEE
SIMPLE TITLE TO THE REAL PROPERTY COMPRISING PART OF THE PROPERTY, AND TRUSTOR
IS THE BENEFICIAL OWNER OF AND HAS GOOD TITLE TO THE BALANCE OF SUCH PROPERTY,
IN EACH CASE FREE AND CLEAR OF ALL LIENS WHATSOEVER EXCEPT PERMITTED
ENCUMBRANCES.
THE PERMITTED ENCUMBRANCES IN THE AGGREGATE DO NOT MATERIALLY AND
ADVERSELY AFFECT THE VALUE, OPERATION OR USE OF THE PROPERTY OR TRUSTOR'S
ABILITY TO REPAY THE LOAN.
OTHER THAN THIS SECURITY INSTRUMENT, FINANCING
STATEMENTS OR OTHER SIMILAR OR EQUIVALENT DOCUMENTS OR INSTRUMENTS WITH RESPECT
TO THE SECURITY INTERESTS PURPORTED TO BE GRANTED HEREBY (THE "SECURITY
INTERESTS") AND PERMITTED ENCUMBRANCES, NO FINANCING STATEMENT, DEED OF TRUST,
SECURITY AGREEMENT OR SIMILAR OR EQUIVALENT DOCUMENT OR INSTRUMENT COVERING ALL
OR ANY PART OF THE COLLATERAL IS ON FILE OR OF RECORD IN ANY JURISDICTION IN
WHICH SUCH FILING OR RECORDING WOULD BE EFFECTIVE TO PERFECT A LIEN ON SUCH
COLLATERAL.
THE COLLATERAL IS NOT IN THE POSSESSION OR CONTROL OF ANY PERSON
ASSERTING ANY CLAIM THERETO OR SECURITY INTEREST THEREIN, EXCEPT THAT
BENEFICIARY OR ITS NOMINEE, CUSTODIAN OR A SECURITIES INTERMEDIARY ACTING ON ITS
BEHALF MAY HAVE POSSESSION AND/OR CONTROL OF THE COLLATERAL AS CONTEMPLATED
HEREBY.
THIS SECURITY INSTRUMENT, WHEN PROPERLY RECORDED IN THE APPROPRIATE
RECORDS, TOGETHER WITH ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENTS REQUIRED
TO BE FILED IN CONNECTION THEREWITH AND THE ACCOUNT CONTROL AGREEMENT, WILL
CREATE (A) A VALID, PERFECTED FIRST PRIORITY LIEN ON THE PROPERTY, SUBJECT ONLY
TO PERMITTED ENCUMBRANCES AND (B) A VALID PERFECTED FIRST PRIORITY SECURITY
INTEREST IN AND TO, AND A VALID PERFECTED FIRST PRIORITY COLLATERAL ASSIGNMENT
OF, ALL COLLATERAL, ALL IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, IN EACH
CASE SUBJECT ONLY TO ANY APPLICABLE PERMITTED ENCUMBRANCES.
THERE ARE NO CLAIMS
FOR PAYMENT FOR WORK, LABOR OR MATERIALS AFFECTING THE PROPERTY WHICH ARE PAST
DUE AND ARE OR