SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of ___________, [YEAR], by [COMPANY] LLC, a California limited liability company (“Borrower”), for the benefit of [COMPANY], as the lender (and together with its successors and assigns, “Lender”).

RECITALS

A. Pursuant to that certain Loan Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) among Borrower and Lender, Lender has agreed to make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein.

B. It is a condition precedent to the effectiveness of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), and the making of the advances of credit contemplated thereby, that Borrower shall have executed this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises contained herein, and to induce Lender to enter into the Loan Agreement and to make the advances of credit contemplated thereby, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower hereby agrees, for the benefit of Lender, as follows:

DEFINITIONS

The terms “Account,” “Chattel Paper,” “Deposit Account,” “Document,” “Electronic Chattel Paper,” “Equipment,” “Financial Assets,” “General Intangible,” “Goods,” “Instrument,” “Inventory,” “Investment Property,” “Letter of Credit Rights,” “Money”, “Payment Intangible” and “Supporting Obligation,” shall have the meanings defined in the Uniform Commercial Code as enacted in the State of [STATE], as amended from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral (as defined below) is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of [STATE], the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies. Capitalized terms used but not defined herein shall have the meanings given them in the Loan Agreement.

When used in this Agreement, the following terms shall have the following meanings:

“Account Debtor” means the party who is obligated on or under any Account, Chattel Paper or General Intangible.

“Agreement” has the meaning set forth in the preamble.

“Assigned Agreements” means all agreements, contracts and documents, including without limitation (a) the agreements, contracts and documents identified on Schedule 1 attached hereto (together with all exhibits and schedules thereto), as each such agreement, contract and document may be amended, supplemented or modified and in effect from time to time; (b) all other agreements, including vendor warranties and guaranties, running to Borrower or assigned to Borrower, relating to the leasing, use, maintenance, improvement, operation or acquisition of any Project or any part thereof, or transport of material, equipment and other parts of any Project or any part thereof; (c) any lease or sublease agreements or easement agreements relating to any Project or any part thereof or any ancillary facilities, to which Borrower may be or become a party; and (d) each additional contract, agreement and document to which Borrower is or may become a party, and any other agreements to which Borrower may be or become a party relating to the leasing, use, maintenance, improvement or operation of any Project or any part thereof.