Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust Mortgage and of the sum of TEN DOLLARS ($10.00) 10.00 cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the GrantorMortgagor, Grantor Mortgagor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN ASSIGN, MORTGAGE, HYPOTHECATE, PLEDGE, DEPOSIT and SET OVER to TrusteeMortgagee, with GENERAL WARRANTYall estate, all right, title and interest of Grantor’s interestMortgagor in and to the Property (as hereinafter defined), if anywhether now owned or held or hereafter acquired by Mortgagor, to have and hold the Property unto Mortgagee, its successors and assigns forever; and to hold the Property unto Mortgagee in fee simple forever; provided that Mortgagor may retain possession of the following: Property until the occurrence of an Event of Default; (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of GrantorMortgagor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by GrantorMortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) GrantorMortgagor's rights, but not liability for any breach by GrantorMortgagor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), Swap Transactions (as hereinafter defined), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to GrantorMortgagor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor Mortgagor may from time to time authorize Holder (as hereinafter defined) Mortgagee to debit and/or credit payments due with respect to the LoanLoan or any Swap Transaction, all rights to the payment of money from Mortgagee under any Swap Transaction, and all accounts, deposit accounts and general intangibles, including payment intangibles, described in any Swap Transaction; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- as-extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor Mortgagor or in which Grantor Mortgagor can otherwise grant a security interest; and and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights,, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Mortgagor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the "Property"), unto Mortgagee, its successors and assigns, in trust, in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Mortgagor under the Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as "Secured Indebtedness" in Section 1.5 of this Mortgage; PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee (as hereinafter defined) the principal sum, including all additional advances and all other sums payable by Mortgagor to Mortgagee under the terms of the Loan Documents and shall perform or cause to be performed all the other terms, conditions, agreements and provisions contained in the Loan Documents, all without fraud or delay or deduction or abatement of anything or for any reason, then this Mortgage and the estate hereby granted shall cease, terminate and become void.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT▇▇▇▇▇▇ ▇▇▇▇▇, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,

GRANTING CLAUSE. In consideration of the provisions of this CDBG County Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT▇▇▇▇▇▇ ▇▇▇▇▇, BARGAIN, SELL, CONVEY▇▇▇▇▇▇, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY▇▇▇▇▇▇▇▇, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,

GRANTING CLAUSE. In consideration of the provisions of this CDBG County Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY▇▇▇▇▇▇▇▇, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land AHC Corp’s ownership interest and AHC Partnership-2’s leasehold interest in the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,hereafter

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust premises and of the sum of TEN DOLLARS ($10.00) cash in hand paid additional covenants herein contained and for other good and valuable consideration consideration, the receipt and sufficiency accuracy of which are hereby acknowledged acknowledged, and for the purpose of securing as a priority in favor of the Mortgagee, the due and punctual payment and performance of the Obligations, the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over, unto the GrantorMortgagee, Grantor does hereby GRANTand its successors and permitted assigns, BARGAINthe whole of the Vessel, SELLincluding, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTYwithout limitation, all of Grantor’s interestthe boilers, if anyengines, in the following: (a) that certain parcel of land described in Exhibit A which is attached hereto machinery, masts, spars, boats, anchors, cables, chains, fuel, rigging, tackle, capstans, outfit, tools, pumps and incorporated herein by reference (the "Land") together with: (i) any pumping equipment, apparel, furniture, fittings, equipment, spare parts, and all buildingsother appurtenances (including without limitation drilling masts, structuresrotary tables, improvementssubstructures, alterations draw work, engines, pumps, blowout prevention equipment, drill pipe and drill bits) thereunto appertaining or appurtenances now or hereafter situated or to be situated on the Land (collectivelybelonging, the "Improvements"); and (ii) all right, title and interest of Grantor, whether now owned or hereafter acquired, and also any and all additions, improvements, renewals and replacements hereafter made in or to the vessel or any part thereof, including all items and appurtenances aforesaid, in each case, to the extent owned by the Shipowner (the “Collateral”). TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and permitted assigns, to its and to (1) all streetsits successors’ and permitted assigns’ own use, roads, alleys, easements, rights-of-way, licenses, rights of ingress benefit and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest thereinbehoof forever. PROVIDED, and any greater estate these presents are upon the condition, that, if the Shipowner or its successors or assigns shall pay or cause to be paid the Obligations hereby secured as and when the same shall become due and payable in accordance with the Land or terms of the Improvements; Note and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the ImprovementsMortgage, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to other such sums as may hereafter become secured by this Mortgage in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection accordance with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 terms hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; Shipowner shall duly perform, observe and (vii) engineeringcomply with or cause to be performed, accountingobserved, titleor complied with all the covenants, legalterms and conditions of this Mortgage and the Note expressed or implied, to be performed, then this Mortgage and other technical or business data concerning the Property which are estate and rights hereunder shall cease, determine and be void, otherwise to remain in full force and effect. The Shipowner for itself, its successors and assigns, hereby covenants, declares and agrees with the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts Mortgagee and proceeds (cash or non-cash its successors and including payment intangibles) of or arising from assigns that the properties, rights, titles and interests referred Vessel is to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating be held subject to the propertiesfurther covenants, rightsconditions, titles terms and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,uses hereinafter set forth.

GRANTING CLAUSE. In consideration To secure the full and timely payment of and the full and timely performance and discharge of the provisions Obligations (as hereinafter defined), the Mortgagor has granted, conveyed, mortgaged, pledged, assigned, transferred, set over and confirmed and by these presents does ▇▇▇▇▇, convey, mortgage, pledge, assign, transfer, set over and confirm unto the Mortgagee, its successors and assigns, the following: The whole of this CDBG Deed of Trust and each of the sum Vessels, duly documented in the name of TEN DOLLARS ($10.00) cash in hand paid the Mortgagor under the laws of the United States, together with all equipment, parts and other good and valuable consideration accessories integral to the receipt and sufficiency operation of which are hereby acknowledged by the Grantoreach Vessel as a vessel, Grantor does hereby GRANTincluding, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTYbut not limited to, all of Grantor’s interestits respective boilers, if anyengines, generators, air compressors, machinery, masts, spars, sails, riggings, boats, anchors, cables, chains, tackle, tools, pumps and pumping equipment, motors, apparel, furniture, computer equipment, electronic equipment used in connection with the following: (a) that certain parcel operation of land described in Exhibit A which is attached hereto such Vessel and incorporated herein by reference (the "Land") together with: (i) any belonging to such Vessel, all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, fittings and equipment, supplies, spare parts, fuel, and all buildingsother appurtenances thereunto appertaining, structuresor belonging, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, whether now owned or hereafter acquired, whether or not on board any said Vessel, and all extensions, additions, accessions, improvements, renewals, substitutions, and replacements hereafter made in and or to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements said Vessel or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation part thereof, or acquired in or to any said appurtenances (whether delivered the term "Vessel" as used herein being inclusive of all of the foregoing; provided that the foregoing, shall not include any property which is not a "vessel" within the meaning of 46 U.S.C. (S) 31322(a); and provided, further, that if any determination is made at any time that for any reason this Mortgage does include any property which is not a "vessel" within the meaning of 46 U.S.C. (S) 31322(c)(i), then such property may be separately discharged from the Lien of this Mortgage (but not the Lien of any other security instruments) by the payment by the Mortgagor to the Land or stored elsewhereTrustee (for application to the Senior Secured Notes) for use or installation of .01% of the total amount set forth in or Section 6.1 to be applied in the manner set forth in the Indenture); TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee, its successors and assigns, forever upon the terms herein set forth; PROVIDED, HOWEVER, and these presents are on the Land or condition that if the ImprovementsObligations are paid and performed in accordance with the terms thereof and this Mortgage, then these presents and all renewals the estates and replacements ofrights hereunder shall cease, substitutions for terminate and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared be void, otherwise to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts remain in full force and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,effect.

GRANTING CLAUSE. In order to secure the payment of the principal of and interest on the Notes, according to their tenor and effect, and further to secure the due performance of the covenants, agreements and provisions contained in this Mortgage and the Loan Agreement and to declare the terms and conditions upon which the Notes are to be secured, the Mortgagor, in consideration of the provisions of premises, has executed and delivered this CDBG Deed of Trust Mortgage, and of has granted, bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged and set over, and by these presents does hereby grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge and set over, unto the sum of TEN DOLLARS ($10.00) cash in hand paid Mortgagee, and other good assigns, all and valuable consideration singular the receipt and sufficiency of which are hereby acknowledged following-described property whether now owned or hereafter acquired by the GrantorMortgagor, Grantor does hereby GRANTwherever located, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in grants a security interest therein for the following: purposes herein expressed (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (hereinafter sometimes called the "LandMortgaged Property") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all ): I All right, title and interest of Grantorthe Mortgagor in and to the Existing Facilities and buildings, plants, works, improvements, structures, estates, grants, franchises, easements, rights, privileges and properties real, personal and mixed, tangible or intangible, of every kind or description, now owned or leased by the Mortgagor or which may hereafter acquiredbe owned, leased, constructed or acquired by the Mortgagor, wherever located, and in and to (1) all streetsextensions and improvements thereof and additions thereto, roadsincluding all buildings, alleysplants, easementsworks, rights-of-waystructures, licensesimprovements, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipmentapparatus, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal propertymachinery, of every kind and charactertools, tangible and intangible (including software embedded therein)implements, now owned poles, posts, crossarms, conduits, ducts, lines, whether underground or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance overhead or otherwise), rebates or refunds of impact fees or other taxeswires, assessments or chargescables, moneyexchanges, accounts (including deposit accounts)switches, instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oilhost switches and remote switches, gas desks, testboards, frames, racks, motors, generators, batteries and other hydrocarbons items of central office equipment, pay stations, subscriber equipment, including house wiring and other minerals protectors, instruments, connections and appliances, office furniture and equipment, work equipment and any and all products processed other property of every kind, nature and description, used, useful or obtained therefromacquired for use by the Mortgagor in connection therewith and including, and without limitation, the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning property described in the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interestSchedule attached as Exhibit II hereto; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the propertiesII ALL RIGHT, rightsTITLE AND INTEREST OF THE MORTGAGOR IN, titles and interests referred to above in this Section 1.3TO AND UNDER ANY AND ALL GRANTS, including but not limited to proceeds of any salePRIVILEGES, lease or other disposition thereofRIGHTS OF WAY AND EASEMENTS NOW OWNED, proceeds of each policy of insurance (or additional or supplemental coverage related theretoHELD, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds)LEASED, proceeds of the taking thereof or of any rights appurtenant theretoENJOYED OR EXERCISED, including change of grade of streetsOR WHICH MAY HEREAFTER BE OWNED, curb cuts or other rights of accessHELD, by condemnationLEASED, eminent domain or transfer in lieu thereof for public or quasi-public use under any lawACQUIRED, and proceeds arising out of any damage theretoENJOYED OR EXERCISED, BY THE MORTGAGOR FOR THE PURPOSES OF, OR IN CONNECTION WITH, THE CONSTRUCTION OR OPERATION BY OR ON BEHALF OF THE MORTGAGOR OF ALL PROPERTIES, FACILITIES, SYSTEMS OR BUSINESSES, WHETHER UNDERGROUND OR OVERHEAD OR OTHERWISE, WHEREVER LOCATED; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the propertiesIII ALL RIGHT, rightsTITLE AND INTEREST OF THE MORTGAGOR IN, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the propertiesTO AND UNDER ANY AND ALL LICENSES, rightsFRANCHISES, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires inORDINANCES, to or for the benefit of the propertiesPRIVILEGES AND PERMITS HERETOFORE GRANTED, rights,ISSUED OR EXECUTED, OR WHICH MAY HEREAFTER BE GRANTED, ISSUED OR -2- EXECUTED, TO IT OR TO ITS ASSIGNORS BY THE UNITED STATES OF AMERICA, OR BY ANY STATE, OR BY ANY COUNTY, TOWNSHIP, MUNICIPALITY, VILLAGE OR OTHER POLITICAL SUBDIVISION THEREOF, OR BY ANY AGENCY, BOARD, COMMISSION OR DEPARTMENT OF ANY OF THE FOREGOING, AUTHORIZING THE CONSTRUCTION, ACQUISITION OR OPERATION OF ALL PROPERTIES, FACILITIES, SYSTEMS OR BUSINESSES, INSOFAR AS THE SAME MAY BY LAW BE ASSIGNED, GRANTED, BARGAINED, SOLD, CONVEYED, TRANSFERRED, MORTGAGED, OR PLEDGED;

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust Mortgage and of the sum of TEN DOLLARS ($10.00) 10.00 cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the GrantorMortgagor, Grantor Mortgagor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN ASSIGN, MORTGAGE, HYPOTHECATE, PLEDGE, DEPOSIT and SET OVER to TrusteeMortgagee, with GENERAL WARRANTYall estate, all right, title and interest of Grantor’s interestMortgagor in and to the Property (as hereinafter defined), if anywhether now owned or held or hereafter acquired by Mortgagor, to have and hold the Property unto Mortgagee, its successors and assigns forever; and to hold the Property unto Mortgagee in fee simple forever; provided that Mortgagor may retain possession of the following: Property until the occurrence of an Event of Default; (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "“Land"”) together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "“Improvements"”); and (ii) all right, title and interest of GrantorMortgagor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "“Premises"”); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by GrantorMortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "“Accessories," ” all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's Mortgagor’s rights, but not liability for any breach by GrantorMortgagor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), Swap Transactions (as hereinafter defined), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's Mortgagor’s rights in tenants' ’ security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor Mortgagor may from time to time authorize Holder (as hereinafter defined) Mortgagee to debit and/or credit payments due with respect to the LoanLoan or any Swap Transaction, all rights to the payment of money from Mortgagee under any Swap Transaction, and all accounts, deposit accounts and general intangibles, including payment intangibles, described in any Swap Transaction; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- as-extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor Mortgagor or in which Grantor Mortgagor can otherwise grant a security interest; and and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights,, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Mortgagor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the “Property”), unto Mortgagee, its successors and assigns, in trust, in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Mortgagor under the Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as “Secured Indebtedness” in Section 1.5 of this Mortgage; PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee (as hereinafter defined) the principal sum, including all additional advances and all other sums payable by Mortgagor to Mortgagee under the terms of the Loan Documents and shall perform or cause to be performed all the other terms, conditions, agreements and provisions contained in the Loan Documents, all without fraud or delay or deduction or abatement of anything or for any reason, then this Mortgage and the estate hereby granted shall cease, terminate and become void..

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust WARRANTY OF TITLE 1.1 Trustor hereby irrevocably grants, transfers, and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER assigns to Trustee, in trust, with GENERAL WARRANTYpower of sale, all of GrantorTrustor's present and future estate, right, title and interest in and to that real property and all buildings and other improvements now thereon or hereafter constructed thereon (the "Premises"), in the County of Maricopa, State of Arizona, described on Exhibit "A" attached hereto and by this reference made a part hereof, together with all of Trustor’s present and future estate, right, title and interest, if any, in and to the followingfollowing which, with the Premises (except where the context otherwise requires), are hereinafter collectively called the "Trust Property": (a) that certain parcel of land described All appurtenances in Exhibit A which is attached hereto and incorporated herein to the Premises; (b) All water and water rights, ditches and ditch rights, reservoir and reservoir rights, stock or interests in irrigation or ditch companies, minerals, oil and gas rights, royalties, lease or leasehold interests owned by reference (the "Land") together with: (i) any and all buildingsTrustor, structures, improvements, alterations or appurtenances now or hereafter situated used or useful in connection with, appurtenant to be situated on or related to the Land Premises; Purchase and Sale Agreement and Joint Escrow Instructions (collectively, the "Improvements"); and (iic) all All right, title and interest of Grantor, Trustor now owned or hereafter acquired, acquired in and to (1) all streets, roads, alleysalleys and public places, easements, and all easements and rights-of-way, licensespublic or private, rights of ingress and egress, vehicle parking rights and public places, existing now or proposed, abutting, adjacent, hereafter used in connection with the Premises; (d) All machinery, equipment, fixtures and materials now or pertaining at any time attached to the Land Premises together with all processing, manufacturing and service equipment and other personal property now or at any time hereafter located on or appurtenant to the Improvements; Premises and used in connection with the management and operation thereof; (2e) Any licenses, contracts, permits and agreements required or used in connection with the ownership, operation or maintenance of the Premises, and the right to the use of any strips tradename, trademark, or gores between service ▇▇▇▇ now or hereafter associated with the Land operation of any business conducted on the Premises; (f) Any and abutting all insurance proceeds, and any and all awards, including interest, previously and hereafter made to Trustor for taking by eminent domain of the whole or adjacent properties; any part of the Premises or any easements therein; (3g) Subject to the rights of Beneficiary under Section 3 hereof, all options to purchase or lease existing and future leases, subleases, licenses and other agreements for the Land or the Improvements use and occupancy of all or any portion thereof or interest thereinof the Premises and all income, receipts, revenues, rents, issues and any greater estate in profits arising from the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in enjoyment of all or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any portion of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements Premises. 1.2 Trustor warrants that it is well and truly seized of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts a good and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights marketable title in tenants' security deposits, deposits with respect to utility services fee simple to the Premises, that it is the lawful owner of the rest of the Trust Property, and any depositsthat, deposit accounts except for those matters approved by Beneficiary or reserves hereunder or under any other Loan Documents specifically described on Exhibit "B" attached hereto and made a part hereof (hereinafter defined) for taxes, insurance or otherwisecalled the "Permitted Exceptions"), rebates or refunds of impact fees or the title to all the Trust Property is clear, free and unencumbered; Trustor shall forever warrant and defend the same unto Beneficiary, its successors and assigns, against all claims whatsoever, other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related than the Permitted Exceptions. Notwithstanding anything to the Premises or contrary herein, Trustor may further encumber the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained Trust Property in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits its development of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated as a residential housing community subject to the Land includingterms of this Section 1.2. Prior to encumbering title to the Premises, without limitationTrustor shall submit the desired encumbrance to Beneficiary for its approval, oilwhich shall not be unreasonably withheld, gas and other hydrocarbons and other minerals and all products processed delayed or obtained therefromconditioned. Beneficiary shall have five (5) days after its receipt from Trustor of a desired encumbrance to approve the same or provide written objections to Trustor; if Beneficiary does not provide written objection to an encumbrance, and with specific reason(s) for its objection, within such five (5) day period, Beneficiary shall be deemed to have approved the proceeds thereof; and (vii) engineeringencumbrance. If Trustor resubmits to Beneficiary an encumbrance after reasonably satisfying Beneficiary’s written objections to the initial submittal, accounting, title, legal, and other technical Beneficiary shall approve the resubmitted encumbrance. Trustor shall provide Beneficiary written notice of any encumbrances recorded or business data concerning the Property which are caused to be recorded by Trustor in the possession Official Records of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from Maricopa County against the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting Trust Property during the requirements term of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto Note (including premium refundsdefined in Section 2.1 below). TRUSTOR FURTHER REPRESENTS, proceeds of the taking thereof or of any rights appurtenant theretoWARRANTS, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, COVENANTS AND AGREES AS FOLLOWS: Purchase and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles Sale Agreement and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,Joint Escrow Instructions Exhibit B-2 - 2

GRANTING CLAUSE. In consideration To secure all of the provisions of this CDBG Deed of Trust and of Obligations, including the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged compliance by the GrantorBorrower with the Borrower's obligations under this Agreement, Grantor does hereby GRANTthe Borrower grants to the Lender security title to and a continuing security interest in, BARGAINand assigns, SELLtransfers, CONVEYconveys, TRANSFER, ASSIGN pledges and SET OVER sets over to Trustee, with GENERAL WARRANTYthe Lender as collateral security, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all Borrower's right, title and interest of Grantorin, now owned or hereafter acquired, in to and to under the following described property (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests collectively referred to in this clause as the "Property"): (a) being herein sometimes collectively called all Inventory of the "Premises")Borrower; (b) any and all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building accessions and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are additions now or hereafter attached made or added to any of the property described in paragraph (a), any substitutions and replacements therefor, and all attachments and improvements now or situated in, on or about the Land or the Improvements, hereafter placed upon or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereofconnection therewith, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land)any part thereof; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any Accounts of the Secured IndebtednessBorrower; (d) all interest, as defined below)dividends, insurance policies (or additional or supplemental coverage related theretoproceeds, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leasesproducts, rents, royalties, bonusesissues and profits of any of the property described in paragraphs (a) through (c) above and all notes, issuescertificates of deposit, profits, revenues checks and other benefits instruments from time to time delivered to or otherwise possessed by the Lender for or on behalf of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are Borrower in the possession of Grantor substitution for or in which Grantor can otherwise grant a security interestaddition to any or all of said property; (e) all books, documents and records (whether on computer or otherwise) related to any of the items described in paragraphs (a) through (d) above; and (df) all leases, contracts, agreements, Documents, Instruments and Chattel Paper included in paragraphs (ia) accounts and proceeds through (cash c) above, or non-cash and including payment intangibles) related to any of the property described in those paragraphs, or arising from the properties, rights, titles and interests referred to above in this Section 1.3connection with which Accounts now exist or may hereafter be created, including those described in Part 1 of Exhibit B hereto (collectively, the "Assigned Agreements"). No submission by the Borrower to the Lender of a schedule or other particular identification of Property shall be necessary to vest in the Lender security title to and a security interest in each and every item of Property of the Borrower now existing or hereafter created and acquired, but not limited to proceeds rather such title and security interest shall vest in the Lender immediately upon the creation or acquisition of any saleitem of Property hereafter created or acquired, lease without the necessity for any other or other disposition thereof, proceeds of each policy of insurance (further action by the Borrower or additional or supplemental coverage related thereto, including by the Lender. The Borrower shall take such steps and observe such formalities as the Lender may request from an insurance provider meeting the requirements time to time to create and maintain in favor of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds)Lender a valid and first lien upon, proceeds security interest in and pledge of all of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or Property and all other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not security that the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating Borrower may grant to the propertiesLender, rights, titles and interests referred whether now existing or created or acquired from time to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,time hereafter.

GRANTING CLAUSE. In consideration of the provisions of this CDBG County Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Grantor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Grantor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the "Property"), unto Trustee, and his or their successors or substitutes in this trust, and to his or their successors and assigns, in trust, in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Grantor under the County AHIF Promissory Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as "Secured Indebtedness" in Section 1.5 of this County Deed of Trust.

GRANTING CLAUSE. In consideration To secure the full and timely payment of and the full and timely performance and discharge of the provisions of this CDBG Deed of Trust Obligations (as hereinafter defined), the Mortgagor has granted, conveyed, mortgaged, pledged, assigned, transferred, set over and confirmed and by these presents does grant, convey, mortgage, pledge, assign, transfer, set over and confirm unto the Mortgagee, its successors and assigns, the following: The whole of the sum Vessel, duly documented in the name of TEN DOLLARS ($10.00) cash in hand paid the Mortgagor under the laws of the United States, together with all equipment, parts and other good and valuable consideration accessories integral to the receipt and sufficiency operation of which are hereby acknowledged by the GrantorVessel as a vessel, Grantor does hereby GRANTincluding, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTYbut not limited to, all of Grantor’s interestits boilers, if anyengines, generators, air compressors, machinery, masts, spars, sails, riggings, boats, anchors, cables, chains, tackle, tools, pumps and pumping equipment, motors, apparel, furniture, computer equipment, electronic equipment used in connection with the following: (a) that certain parcel operation of land described in Exhibit A which is attached hereto the Vessel and incorporated herein by reference (belonging to the "Land") together with: (i) any Vessel, all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, fittings and equipment, supplies, spare parts, fuel, and all buildingsother appurtenances thereunto appertaining or belonging, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, whether now owned or hereafter acquired, whether or not on board said Vessel, and all extensions, additions, accessions, improvements, renewals, substitutions, and replacements hereafter made in and or to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements said Vessel or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation part thereof, or acquired in or to any said appurtenances (whether delivered the term "Vessel" as used herein being inclusive of all of the foregoing; provided that the foregoing shall not include any property which is -------- not a "vessel" within the meaning of 46 U.S.C.(S) 31322(a); and provided -------- further, that if any determination is made at any time that for any reason this Mortgage does include any property which is not a "vessel" within the meaning of 46 U.S.C. (S) 31322(c)(i), then such property may be separately discharged from the Lien of this Mortgage (but not the Lien of any other security instruments) by the payment by the Mortgagor to the Land or stored elsewhere) Trustee (for use or installation application to the Notes of .01% of the total amount set forth in or Section 6.1 to be applied in the manner set forth in the Indenture); TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee, its successors and assigns, forever upon the terms herein set forth; PROVIDED, HOWEVER, and these presents are on the Land or condition that if the ImprovementsObligations are paid and performed in accordance with the terms thereof and this Mortgage, then these presents and all renewals the estates and replacements ofrights hereunder shall cease, substitutions for terminate and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared be void, otherwise to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts remain in full force and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,effect.

GRANTING CLAUSE. In consideration of To secure the provisions of Indebtedness and as security for the purposes stated elsewhere in this CDBG Deed of Trust Mortgage, Borrower mortgages, grants and of the sum of TEN DOLLARS ($10.00) cash in hand paid conveys to Lender, its successors and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trusteeassigns, with GENERAL WARRANTYpower of sale and right of entry and possession, all of Grantor’s interestits present and future estate, if anyright, title and interest in the following: (a) and to that certain parcel of land real property more particularly described in Exhibit A which is Schedule B attached hereto and incorporated herein by reference (the "LandReal Estate") and all rights to the Real Estate which may be acquired by the Borrower at any time, including all rights, privileges, options, elections and other benefits of every name and nature; together with: (i) any with all present and future easements and rights used in connection therewith or as a means of access thereto; together: 1.1. All right, title and interest of the Borrower in, to, under or derived from all buildings, structures, improvements, alterations or appurtenances facilities and other improvements of every kind and description now or hereafter situated or to be situated located on the Land Real Estate, including all parking areas, roads, driveways, walks, fences, walls, drainage facilities and other site improvements, all water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utility equipment and facilities, all plumbing, lighting, heating, ventilating, air-conditioning, refrigerating, incinerating, compacting, fire protection and sprinkler, surveillance and security, public address and communications equipment and systems, all awnings, floor coverings, partitions, elevators, escalators, motors, machinery, pipes, fittings and other items of equipment and personal property of every kind and description, excluding inventory of the Franchised Operation (as defined herein) and proceeds thereof, leased furniture, fixtures and equipment at the Franchised Operation, any signage or other proprietary tangible property at the Franchised Operation, and furniture, fixtures and equipment subsequently acquired for use at the Franchised Operation and subject to a purchase money security interest in favor of a third party not to exceed the value of $75,000 at any time (collectively, the "Excluded Collateral"), now or hereafter located on the Real Estate, as defined herein, or attached to the improvements which by the nature of their location thereon or attachment thereto are real property under applicable law; and including all materials intended for the construction, reconstruction, repair, replacement, alteration, addition or improvement of or to such buildings, equipment, fixtures, structures and improvements, all of which materials shall be deemed to be part of the Real Estate immediately upon delivery thereof on the Real Estate and to be part of the improvements immediately upon their incorporation therein (the foregoing other than Excluded Collateral being collectively the "Improvements"); 1.2. All estate, right, title and interest of the Borrower in, to, under or derived from all machinery, equipment, furniture, furnishings, vehicles, fixtures and any accessions, parts, attachments, accessories, tools, dies, additions, substitutions, renewals, replacements and appurtenances thereto and their related rights thereof, and other customary franchise restaurant equipment and other tangible property of every kind and nature whatsoever, other than the Excluded Collateral, acquired, owned or held by the Borrower, or in which the Borrower has or shall have an interest, now or hereafter located upon the Real Estate, or appurtenant thereto, or usable exclusively in connection with the present or future operation and occupancy of the Real Estate or the Improvements, including the operation of the franchised restaurant located on the Real Estate at the Restaurant Address set forth above (the "Franchised Operation") (hereinafter collectively called the "Equipment"); 1.3. All estate, right, title and interest of the Borrower in, to, under or derived from all tenements, hereditaments and appurtenances now or hereafter relating to the Real Estate; the streets, roads, sidewalks and alleys abutting the Real Estate; all air space and rights to use air space above the Real Estate; all development, operating or similar rights appurtenant to the Real Estate (including, without limitation, all rights arising from reciprocal access agreements, joint occupancy, use or development agreements, and parking agreements); all rights of ingress and egress now or hereafter appertaining to the Real Estate; and all easements, licenses and rights of way now or hereafter appertaining to the Real Estate; 1.4. All estate, right, title and interest of the Borrower in, to, under and derived from all leases of or relating to the Real Estate, the Franchised Operation, the Improvements or the Equipment (together with all amendments, supplements, consolidations, replacements, restatements, extensions, renewals and other modifications thereof), if any, now or hereafter in effect, whether or not of record, including without limitation that certain Lease described on Schedule C attached hereto (the "Property Lease") (collectively, the "Leases"); and the right to bring actions and proceedings under the Leases or for the enforcement thereof and to do anything which the Borrower or any lessor is or may become entitled to do under the Leases; 1.5. All estate, right, title and interest of the Borrower in, to, under or derived from all contract rights, chattel paper, instruments, general intangibles, computer hardware, software and intellectual property, accounts, guaranties and warranties, letters of credit, documents or any kind of negotiable instrument or security as those terms are defined in the Uniform Commercial Code of the state where the Real Estate is located, or any other writing which evidences a right to payment of money and is of a type which is, in the ordinary course of business, transferred by delivery alone or by delivery with any necessary endorsement or assignment, in each case relating to the Franchised Operation, the Improvements or the Equipment or to the present or future operation or occupancy of the Real Estate, and all plans, specifications, maps, surveys, studies, books of account, records, files, insurance policies, guarantees and warranties, all relating to the Franchised Operation, the Improvements or the Equipment or to the present or future operation or occupancy of the Real Estate, all architectural, engineering, construction and management contracts, all supply and service contracts for water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utilities relating to the Real Estate and all other agreements affecting or relating to the use, enjoyment or occupancy of the Real Estate, the Franchised Operation or the Improvements, excluding any rights of the Borrower or its affiliates under franchise agreements relating to the Franchised Operation except to the extent such rights are affected by the Consent to Collateral Assignment dated September 11, 1998 with ▇▇▇▇▇▇▇ International, Inc. and the Intercreditor Agreement dated on or about the date hereof with Burger King Corporation and by that certain Intercreditor Agreement of even date herewith and any subsequent Intercreditor Agreement with Chase Bank of Texas, National Association, as Administrative Agent, or any subsequent senior lender of the Borrower or its affiliates (iithe "Excluded Franchise Rights"). 1.6. All estate, right, title and interest of the Borrower in, to, under or derived from all rents, royalties, issues, profits, receipts, revenue, income, earnings and other benefits now or hereafter accruing with respect to all or any portion of the Real Estate; sums now or hereafter payable pursuant to the Leases; all other sums now or hereafter payable with respect to the use, occupancy, management, operation or control of the Real Estate; and all other claims, rights and remedies now or hereafter belonging or accruing with respect to the Real Estate, including oil, gas and mineral royalties (collectively, "Rents"), refunds of taxes, assessments or other charges levied or imposed upon the Real Estate or of utility or tenant deposits, all of which the Borrower hereby irrevocably directs to be paid to the Lender, subject to the license, if any, granted to the Borrower herein, to be held, applied and disbursed, as provided in this Mortgage; 1.7. All estate, right, title and interest of the Borrower in, to, under or derived from all licenses, authorizations, certificates, variances, consents, approvals and other permits now or hereafter pertaining to the Real Estate and all estate, right, title and interest of the Borrower in, to, under or derived from all tradenames or business names relating to the Real Estate, the Franchised Operation or the Improvements or the present or future operation or occupancy of the Real Estate excluding, however, from the grant under this Section 1.7 any franchise rights and any permits which cannot be transferred or encumbered by the Borrower without causing a default thereunder or a termination thereof including the Excluded Franchise Rights. 1.8. All estate, right, title and interest of the Borrower in, to, under or derived from all amounts deposited with the Lender, including all insurance proceeds and awards and including all notes, certificates of deposit, securities and other investments relating thereto and all interest, dividends and other income thereon, proceeds thereof and rights relating thereto; 1.9. All estate, right, title and interest of the Borrower in, to, under or derived from all proceeds of any sale, rent, lease, casualty, loss, transfer, taking by condemnation (or any proceeding or purchase in lieu thereof), financing, refinancing or a conversion into cash or liquidated claims, whether voluntary or involuntary, of any of the Property (as hereinafter defined), including all insurance proceeds and awards and title insurance proceeds under any title insurance policy now or hereafter held by the Borrower, and all rights, dividends and other claims of any kind whatsoever (including damage, secured, unsecured, priority and bankruptcy claims) now or hereafter relating to any of the Property, including all stock rights, subscription rights, dividends, stock dividends, stock splits or liquidating dividends, and all cash, accounts, chattel paper and general intangibles arising from the sale, rent, lease, casualty, loss or other disposition of the Property, all of which the Borrower hereby irrevocably directs be paid to the Lender to the extent provided hereunder, to be held, applied and disbursed as provided in this Mortgage; 1.10. All estate, right, title and interest of the Borrower as seller in, to or under any agreement, contract, understanding or arrangement pursuant to which the Borrower has obtained the agreement of any person to purchase any of the Property or any interest therein and all income, profits, benefits, avails, advantages and claims against guarantors under any thereof; 1.11. All estate, right, title and interest of the Borrower in, to, under or derived from any right to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not it has been earned by performance, related to the Real Estate, the Franchised Operation or the Improvements or the present or future operation and occupancy of the Real Estate (collectively, "Accounts"). 1.12. All estate, right, title and interest of the Borrower in, to, under or derived from the Real Estate hereafter acquired by the Borrower, and all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated Borrower in, on to, under or about the Land or the Improvementsderived from all extensions, or used in or necessary to the complete and proper planningimprovements, developmentbetterment, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals renewal substitutions and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rightsappurtenances to, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (Real Estate hereafter acquired by or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related released to the Premises Borrower or constructed or located on, or attached to, the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interestReal Estate; and 1.13. All substitutions, replacements, extensions, renewals, additions and accessories for or to any of the foregoing. 1.14. All proceeds and products of any and all of the items described in Section 1.1 through 1.13 inclusive (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests such items being sometimes collectively referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting herein as the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds"Property), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,;

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and For valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to TrusteeGrantee or its trustee, in trust, with power of sale and GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: : (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "“Land"”) together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, collectively the "“Improvements"”); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all common area and other use rights, streets, roads, alleys, tenements, hereditaments, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining or appurtenant to any of the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, shares of stock evidencing water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "“Premises"”); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein)intangible, now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "“Accessories," ” all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's ’s rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity)policies, contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software goodwill and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's ’s rights in tenants' ’ security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts deposits or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals produced from or allocated to the Land and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangiblescash) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; and (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Grantor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Grantor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the “Property”), unto Grantee or its trustee, and any successor trustee appointed in accordance with law, in trust and with power of sale, for the benefit of Lender and each subsequent Holder (as hereinafter defined), in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Grantor under the Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as “Secured Indebtedness” in Section 1.5 of this Deed of Trust. As used in this Section 1.3, the terms ‘accounts,” “chattel paper,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments” and “inventory” have the meanings provided by the Wyoming Uniform Commercial Code on the date of this Deed of Trust.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: : (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, collectively the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-–of-–way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity)policies, contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts deposits or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- as-extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangiblescash) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-–public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other iv)other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Grantor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Grantor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the "Property"), unto Trustee, and his or their successors or substitutes in this trust, and to his or their successors and assigns, in trust, in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Grantor under the Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as "Secured Indebtedness" in Section 1.5 of this Deed of Trust.

GRANTING CLAUSE. In order to secure the payment of the principal of and interest on and any other amount due under the Notes, according to their tenor and effect, and further to secure the due performance of the covenants, agreements and provisions contained in this Mortgage and the Loan Agreement and to declare the terms and conditions upon which the Notes are to be secured, the Mortgagor, in consideration of the provisions of premises, has executed and delivered this CDBG Deed of Trust Mortgage, and has granted, bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged and set over, and by these presents does hereby grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge and set over unto the Mortgagee, and the Mortgagor does hereby grant to the Mortgagee, for the purposes herein expressed, a security interest in the following properties, assets and rights of the sum Mortgagor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (hereinafter sometimes called the "Mortgaged Property"): All right, title and interest of TEN DOLLARS ($10.00) cash the Mortgagor in hand paid and other good to the electric generating plants and valuable consideration the receipt facilities and sufficiency of which are hereby acknowledged electric transmission and distribution lines and facilities now owned by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN Mortgagor and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, located in the following: (a) that certain parcel of land described counties listed in Exhibit A which is attached hereto Appendix B hereto, or hereafter constructed or acquired by the Mortgagor, wherever located, and incorporated herein by reference (the "Land") together with: (i) in and to all extensions and improvements thereof and additions thereto, including any and all buildingsother property of every kind, structuresnature and description, improvementsused, alterations useful or appurtenances acquired for use by the Mortgagor in connection therewith, and including, without limitation, the property described in the property schedule listed on or attached to Appendix B hereto; All right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with, the construction or operation by or on behalf of the Mortgagor of electric transmission or distribution lines or systems, whether underground or overhead or otherwise, or of any electric generating plant, wherever located; All right, title and interest of the Mortgagor in, to and under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of electric transmission or distribution lines or systems, or any electric generating plant or plants, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged; All right, title and interest of the Mortgagor in, to and under all personal property and fixtures of every kind and nature including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper, deposit accounts, letter-of-credit rights, investment property (including certificated and uncertificated securities, security entitlements and securities accounts), software, general intangibles, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds (as such terms are defined in the applicable Uniform Commercial Code; provided, however, that the term “instrument” shall be such term as defined in Article 9 of the applicable Uniform Commercial Code rather than Article 3); All right, title and interest of the Mortgagor in, to and under any and all agreements, leases or contracts heretofore or hereafter situated executed by and between the Mortgagor and any person, firm or corporation relating to be situated the Mortgaged Property (including contracts for the lease, occupancy or sale of the Mortgaged Property, or any portion thereof); All right, title and interest of the Mortgagor in, to and under any and all books, records and correspondence relating to the Mortgaged Property, including, but not limited to: all records, ledgers, leases and computer and automatic machinery software and programs, including without limitation, programs, databases, disc or tape files and automatic machinery print outs, runs and other computer prepared information indicating, summarizing evidencing or otherwise necessary or helpful in the collection of or realization on the Land (collectivelyMortgaged Property; Also, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, the Mortgagor in and to (1) all streetsother property, roadsreal or personal, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing tangible or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal propertyintangible, of every kind kind, nature and characterdescription, tangible and intangible (including software embedded therein)wheresoever situated, now owned or hereafter acquired by Grantorthe Mortgagor, which are it being the intention hereof that all such property now owned but not specifically described herein or hereafter attached to acquired or situated in, on or about held by the Land or Mortgagor after the Improvements, or used in or necessary date hereof shall be as fully embraced within and subjected to the complete lien hereof as if the same were now owned by the Mortgagor and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered were specifically described herein to the Land or stored elsewhere) for use or installation in or on extent only, however, that the Land or the Improvements, and all renewals and replacements of, substitutions for and additions subjection of such property to the foregoing (the properties referred lien hereof shall not be contrary to in this clause (b) being herein sometimes collectively called the "Accessories," law; Together with all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royaltiesincome, bonuses, issuesrevenues, profits, revenues cash, proceeds and other benefits at any time derived, received or had from any and all of the Premises and above-described property or business operations of the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated Mortgagor, to the Land fullest extent permitted by law. Provided, however, that no automobiles, trucks, trailers, tractors or other vehicles (including, without limitation, oilaircraft or ships, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (viiif any) engineering, accounting, title, legal, and other technical or business data concerning the Property which are titled and/or registered in any state of the United States and owned or used by the Mortgagor shall be included in the possession Mortgaged Property. TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the Mortgagee and its assigns forever, to secure equally and ratably the payment of Grantor the principal of and interest on and any other amount due under the Notes, according to their tenor and effect, without preference, priority or in which Grantor can distinction as to interest or principal (except as otherwise grant a security interest; and (dspecifically provided herein) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of as to lien or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds otherwise of any sale, lease or Note over any other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements Note by reason of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds priority in time of the taking execution, delivery or maturity thereof or of any rights appurtenant theretothe assignment or negotiation thereof, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any lawotherwise, and proceeds arising out to secure the due performance of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to covenants, agreements and provisions herein and in the propertiesLoan Agreement contained, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of uses and purposes and upon the propertiesterms, rights,conditions, provisos and agreements hereinafter expressed and declared.

GRANTING CLAUSE. In MORTGAGED PROPERTY For and in consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid 10.00 and other good and valuable consideration consideration, in hand paid by Mortgagee, the receipt and sufficiency adequacy of which are hereby acknowledged and confessed by Mortgagors, and for and in consideration of the Grantordebt and purposes hereinafter set forth, Grantor does to secure the full and complete payment and performance of the Secured Indebtedness and to secure the performance of the covenants, obligations, agreements and undertakings of Mortgagors hereinafter described, Mortgagors hereby acknowledge, confirm and agree that Mortgagee has and shall continue to have a security interest and mortgage lien in all of the Mortgaged Property heretofore granted by Mortgagors to Mortgagee pursuant to the Original Mortgage and Mortgagors have GRANTED, BARGAINED, WARRANTED, MORTGAGED, ASSIGNED, TRANSFERRED and CONVEYED, and by these presents do GRANT, BARGAIN, SELLWARRANT, CONVEYMORTGAGE, TRANSFERASSIGN, ASSIGN TRANSFER and SET OVER to CONVEY unto Trustee and Trustee's substitutes or successors, and his and their assigns, for the uses and purposes herein set forth, with GENERAL WARRANTYwarranties and covenants of title only to the extent provided herein and in the Credit Agreements, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all Mortgagors' right, title and interest of Grantorinterest, whether now owned or hereafter acquired, in all of the hereinafter described properties, rights and interests; and, insofar as such properties, rights and interests consist of equipment, general intangibles, accounts, contract rights, inventory, goods, chattel paper, instruments, documents, money, fixtures, as extracted collateral, proceeds and products of collateral or any other Personal Property of a kind or character defined in or subject to the applicable provisions of the Code, Mortgagors hereby grants to Mortgagee a security interest therein, whether now owned or hereafter acquired, namely: (a) all of those certain Oil and Gas Leases and Lands (all such Oil and Gas Leases and Lands being herein called the "Subject Interests," as hereinafter further defined) which are described in Exhibit A and/or to which reference may be made in Exhibit A and/or which are covered by any of the leases described on Exhibit A, which Exhibit A is made a part of this Mortgage for all purposes, and is incorporated herein by reference as fully as if copied at length in the body of this Mortgage at this point; (b) all rights, titles, interests and estates now owned or hereafter acquired by Mortgagors in and to (1i) any and all properties now or hereafter pooled or unitized with any of the Subject Interests, and (ii) all streetspresently existing or future operating agreements and unitization, roadscommunitization and pooling agreements and the units operated thereby to the extent the same relate to all or any part of the Subject Interests, alleysincluding, easementswithout limitation, all units formed under or pursuant to any applicable laws (the rights, titles, interests and estates described in this clause (b) also being included within the term "Subject Interests" as used herein); (c) all presently existing and future agreements entered into between Mortgagors and any third party that provide for the acquisition by Mortgagors of any interest in any of the properties or interests specifically described in Exhibit A or which relate to any of the properties and interests specifically described in Exhibit A; (d) the Hydrocarbons (including inventory) which are in, under, upon, produced or to be produced from or attributable to the Lands from and after the Effective Date; (e) the Accounts and Contract Rights; (f) the Operating Equipment; (g) the Well Data; (h) the rights and security interests of Mortgagors held by Mortgagors to secure the obligation of the first purchaser to pay the purchase price of the Hydrocarbons; (i) all surface leases, rights-of-way, franchises, easements, servitudes, licenses, rights of ingress privileges, tenements, hereditaments and egress, vehicle parking rights and public places, appurtenances now existing or proposed, abutting, adjacent, used in the future obtained in connection with any of the aforesaid, and all other items of value and incident thereto which Mortgagors may, at any time, have or be entitled; and (j) all and any different and additional rights of any nature, of value or convenience in the enjoyment, development, operation or production, in any way, of any property or interest included in any of the foregoing clauses, and in all revenues, income, rents, issues, profits and other benefits arising therefrom or from any contract now in existence or hereafter entered into pertaining thereto, and in all rights and claims accrued or to accrue for the removal by anyone of Hydrocarbons from, or other act causing damage to, any of such properties or interests. All the aforesaid properties, rights and interests, together with any and all substitutions, replacements, corrections or amendments thereto, or renewals, extensions or ratifications thereof, or of any instrument relating thereto, and together with any additions thereto which may be subjected to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest thereinLien of this Mortgage by means of supplements hereto, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively hereinafter called the "PremisesMortgaged Property"); (b) all fixtures. Subject, equipmenthowever, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans Permitted Encumbrances, and specifications for the Improvements; (ii) Grantor's rights, but the condition that Mortgagee shall not liability for be liable in any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements respect for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue performance of any transactions related to the Premises covenant or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due obligation of Mortgagors with respect to the Loan; (iv) permitsMortgaged Property. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors, licenseslegal representatives and assigns, franchisesforever, certificatessubject to Section 7.3 hereof, development rightsto secure, commitments in each such instance, the payment and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits performance of the Premises Secured Indebtedness and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,Obligations.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust Mortgage and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration consideration, the receipt and sufficiency of which are hereby acknowledged by the GrantorMortgagor, Grantor Mortgagor does hereby MORTGAGE, GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and ASSIGN, SET OVER and CONFIRM to TrusteeAdministrative Agent as mortgagee, and its successors and assigns forever, with GENERAL WARRANTY, WARRANTY all of Grantor’s interest, if any, in the following:: all estate, right, title and interest which Mortgagor now has or may hereafter acquire in and to the following Premises (as defined below), Accessories (as defined below) and other rights, interests and properties described herein, and all rights, estates, powers and privileges appurtenant thereto (collectively, the "Property"): (a) that certain parcel of land Mortgagor's right, title and interest in and to the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: with (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, collectively the "Improvements"); (ii) all rights, estates, powers, privileges and interests of whatever kind or character appurtenant or incident to the foregoing; and (iiiii) all right, title and interest of GrantorMortgagor, now owned or hereafter acquired, in and to (1) all common area and other use rights, tenements, hereditaments, streets, roads, alleys, easements, rights-of-wayrights‑of‑way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining or appurtenant to any of the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; and (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights or shares of stock evidencing water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by GrantorMortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereofof the Land or the Improvements, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) GrantorMortgagor's rights, but not liability for any breach by GrantorMortgagor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below)commitments, insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to GrantorMortgagor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any securities account or deposit account (including, without limitation, reserve accounts and escrow accounts) from which Grantor Mortgagor may from time to time authorize Holder (as hereinafter defined) Administrative Agent to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- as-extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property Property, including software, which are in the possession of Grantor Mortgagor or in which Grantor Mortgagor can otherwise grant a security interest; and; (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public quasi‑public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights,, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Mortgagor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the "Property"), unto Administrative Agent, and to its successors and assigns, forever, subject to the terms, provisions and conditions herein set forth, to secure the Secured Indebtedness (as hereinafter defined).

GRANTING CLAUSE. In consideration To secure the full and timely payment of and the full and timely performance and discharge of the provisions of this CDBG Deed of Trust Obligations (as hereinafter defined), the Mortgagor has granted, conveyed, mortgaged, pledged, assigned, transferred, set over and confirmed and by these presents does grant, convey, mortgage, pledge, assign, transfer, set over and confirm unto the Mortgagee, its successors and assigns, the following: The whole of the sum Vessel, duly documented in the name of TEN DOLLARS ($10.00) cash in hand paid the Mortgagor under the laws of the United States, together with all equipment, parts and other good and valuable consideration accessories integral to the receipt and sufficiency operation of which are hereby acknowledged by the GrantorVessel as a vessel, Grantor does hereby GRANTincluding, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTYbut not limited to, all of Grantor’s interestits boilers, if anyengines, generators, air compressors, machinery, masts, spars, sails, riggings, boats, anchors, cables, chains, tackle, tools, pumps and pumping equipment, motors, apparel, furniture, computer equipment, electronic equipment used in connection with the following: (a) that certain parcel operation of land described in Exhibit A which is attached hereto the Vessel and incorporated herein by reference (belonging to the "Land") together with: (i) any Vessel, all machinery, equipment, engines, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes, fittings and equipment, supplies, spare parts, fuel, and all buildingsother appurtenances thereunto appertaining or belonging, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, whether now owned or hereafter acquired, whether or not on board said Vessel, and all extensions, additions, accessions, improvements, renewals, substitutions, and replacements hereafter made in and or to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements said Vessel or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation part thereof, or acquired in or to any said appurtenances (whether delivered the term "Vessel" as used herein being inclusive of all of the foregoing; provided that the foregoing shall not include any property which is -------- not a "vessel" within the meaning of 46 U.S.C. (S) 31322(a); and provided -------- further, that if any determination is made at any time that for any reason this Mortgage does include any property which is not a "vessel" within the meaning of 46 U.S.C. (S) 31322(c)(1), then such property may be separately discharged from the Lien of this Mortgage (but not the Lien of any other security instruments) by the payment by the Mortgagor to the Land or stored elsewhere) for use or installation Trustee of .01% of the total amount set forth in or on Section 6.1 to be applied in the Land or manner set forth in the Improvements, and all renewals and replacements of, substitutions for and additions to Indenture; Notwithstanding the foregoing (provisions of this Section 1.1, the properties referred to in this clause (b) being herein sometimes collectively called amount of the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay proceeds from any of the Secured Indebtedness, as defined below), insurance policies foregoing collateral other than the FF&E Collateral (the "Pari Passu Collateral") from any enforcement or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue exercise of any transactions related to the Premises right or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due remedy with respect to the LoanVessel pursuant to Section 3.1 of this Mortgage or pursuant to the corresponding provisions of any other collateral document that may be applied to the Obligations pursuant to such provisions shall be limited to an amount equal to the sum of $10,000,000 in principal amount of the New Notes plus all related Obligations (the "Restricted Pari Passu Amount"); and the amount of proceeds from the FF&E Collateral from any enforcement or exercise of any right or remedy with respect to the Vessel pursuant to Section 3.1 of this Mortgage or pursuant to the corresponding provisions of any other collateral document that may be applied to the Obligations pursuant to such provisions shall be limited to an amount equal to the sum of $29,000,000 in principal amount of the New Notes plus all related Obligations (iv) permitsthe "Restricted FF&E Amount"). Nothing in the foregoing sentence shall be interpreted to mean that this Mortgage applies to less than the whole of the Vessel, licensesas required by Chapters 301 and 313 of Title 46 of the United States Code, franchisesas amended, certificatesor that Mortgagee has the right to foreclose on less than the whole of the Vessel. TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee, development rightsits successors and assigns, commitments forever upon the terms herein set forth; PROVIDED, HOWEVER, and these presents are on the condition that if the Obligations are paid and performed in accordance with the terms thereof and this Mortgage, then these presents and the estates and rights for utilitieshereunder shall cease, terminate and other rights be void, otherwise to be and privileges obtained remain in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues full force and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,effect.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust Mortgage and of the sum of TEN DOLLARS ($10.00) 10.00 cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the GrantorMortgagor, Grantor Mortgagor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN ASSIGN, MORTGAGE, HYPOTHECATE, PLEDGE, DEPOSIT and SET OVER to TrusteeMortgagee, with GENERAL WARRANTYall estate, all right, title and interest of Grantor’s interestMortgagor in and to the Property (as hereinafter defined), if anywhether now owned or held or hereafter acquired by Mortgagor, to have and hold the Property unto Mortgagee, its successors and assigns forever; and to hold the Property unto Mortgagee in fee simple forever; provided that Mortgagor may retain possession of the following: Property until the occurrence of an Event of Default; (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of GrantorMortgagor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by GrantorMortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) GrantorMortgagor's rights, but not liability for any breach by GrantorMortgagor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), Swap Transactions (as hereinafter defined), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to GrantorMortgagor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor Mortgagor may from time to time authorize Holder (as hereinafter defined) Mortgagee to debit and/or credit payments due with respect to the Loan; (iv) permitsLoan or any Swap Transaction, licenses, franchises, certificates, development rights, commitments and all rights for utilitiesto the payment of money from Mortgagee under any Swap Transaction, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leasesall accounts, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) deposit accounts and proceeds (cash or non-cash and general intangibles, including payment intangibles) of or arising from the properties, rights, titles and interests referred to above described in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,Swap Transaction;

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and For valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to TrusteeGrantee or its trustee, in trust, with power of sale and GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: : (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "“Land"”) together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, collectively the "“Improvements"”); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all common area and other use rights, streets, roads, alleys, tenements, hereditaments, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining or appurtenant to any of the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) Wyoming Water Permit Numbers UW40762 and UW62294, together with all water and water rights, shares of stock evidencing water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "“Premises"”); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein)intangible, now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "“Accessories," ” all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's ’s rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity)policies, contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software goodwill and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's ’s rights in tenants' ’ security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts deposits or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals produced from or allocated to the Land and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangiblescash) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; and (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Grantor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Grantor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the “Property”), unto Grantee or its trustee, and any successor trustee appointed in accordance with law, in trust and with power of sale, for the benefit of Lender and each subsequent Holder (as hereinafter defined), in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Grantor under the Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as “Secured Indebtedness” in Section 1.5 of this Deed of Trust. As used in this Section 1.3, the terms ‘accounts,” “chattel paper,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments” and “inventory” have the meanings provided by the Wyoming Uniform Commercial Code on the date of this Deed of Trust.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor Mortgagor does hereby GRANTgrant, BARGAINbargain, SELLsell, CONVEYalien, TRANSFERremise, ASSIGN release, convey, assign, transfer, mortgage, hypothecate, pledge, deliver, set over, warrant and SET OVER confirm unto Mortgagee, its successors and assigns forever all right, title and interest of Mortgagor in and to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in the following: : (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "“Land"”) together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, collectively the "“Improvements"”); and (ii) all right, title and interest of GrantorMortgagor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "“Premises"”); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by GrantorMortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "“Accessories," ” all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,;

GRANTING CLAUSE. In consideration of As security for the provisions of this CDBG Deed of Trust Secured Indebtedness, Mortgagor mortgages, transfers, assigns, pledges, grants, bargains, sells, conveys, aliens, releases and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, confirms unto Mortgagee all of Grantor’s interestMortgagor's right, if any, title and interest in and to that certain lot or parcel of ground located in the followingVillage of Hewlett Neck, Town of Hempstead, Nassau County, New York, as more fully described in Exhibit "A" attached hereto (the "Premises"), together with all present and future: (a) that certain parcel of land described in Exhibit A which is attached hereto buildings and incorporated herein by reference (the "Land") together with: (i) any improvements erected thereon, and alterations, additions and improvements thereto and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land cash and non-cash proceeds thereof (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtureseasements, equipmentrights of way, systemsstreets, machineryalleys, furniturepassage ways, furnishingswater, applianceswater courses, inventorymineral rights, goodsrights, building liberties, privileges, hereditaments and construction materialsthe appurtenances belonging or in any way appertaining thereto (collectively, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the LandAppurtenances"); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rightsreversions, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leasesremainders, rents, royaltiesincome, bonusesproceeds, issues, profits, revenues fees, payments, grants, franchises, rights, concessions and other benefits of operating privileges derived from or received in connection with all purposes for which the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals Improvements might be employed and all products processed or obtained therefromcash and non-cash proceeds thereof (collectively, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and"Rents"); (d) all (i) accounts building materials, machinery, apparatus, equipment, fittings, furniture, fixtures and proceeds (cash articles of personal property owned by Mortgagor located on, about, under or non-cash in the Premises or the Improvements, without regard to whether the same may be affixed to the Premises or Improvements, and including payment intangibles) used or usable in connection with any present or future operation of or arising from the properties, rights, titles and interests referred to above in this Section 1.3Improvements, including but not limited to all heating, electrical, air conditioning, ventilating, lighting, laundry, incinerating and power equipment, computers, computer equipment and all other property incidental thereto, engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention, fire extinguishing, communications apparatus, appliances, furnishings, carpeting, cabinets, partitions, ducts and compressors and all parts and accessories therefor and all substitutions and replacements thereof, and the cash and non-cash proceeds of all of the foregoing, including but not limited to the proceeds of any salepolicy or policies of insurance thereon (collectively, lease the "Building Equipment"); (e) awards, decrees, condemnation or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, settlements made to or for the benefit of Mortgagor by reason of any damage to, destruction of or taking of the propertiesPremises or any part thereof or any Improvements or any Building Equipment, rights,whether such award shall be made by reason of the exercise of the right of eminent domain or otherwise, or by any public or private authority, tribunal, corporation or other entity or by any natural person and all cash and non-cash proceeds thereof (collectively, the "Awards"); and (f) contracts, licenses, permits, approvals, product and manufacturer warranties, guarantees and service agreements, including all manuals, policies, instructions and other documents in connection with the same in favor of Mortgagor or by and between Mortgagor and any and all boards, agencies, departments, governmental or other parties of any kind, relating, directly or indirectly to the Premises, Building Equipment, Improvements, Appurtenances, Rents or Awards all cash and non-cash proceeds thereof (collectively, the "Licenses"). Mortgagee, its successors and assigns shall have and hold the Premises with the Improvements, Appurtenances, Rents, Building Equipment, Awards, Licenses and all other property hereby mortgaged, with all appurtenances thereto forever. All of the property of whatever kind described in or covered by this Mortgage may be hereinafter referred to collectively as the "Mortgaged Property".

GRANTING CLAUSE. In order to secure the equal and ratable payment of the Secured Obligations (as hereinafter defined), the Mortgagor, in consideration of the provisions of premises, has executed and delivered this CDBG Deed of Trust Mortgage, and of has granted, bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged and set over, and by these presents does hereby grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge and set over, unto the sum of TEN DOLLARS ($10.00) cash in hand paid Mortgagee, and other good assigns, all and valuable consideration singular the receipt and sufficiency of which are hereby acknowledged following-described property whether now owned or hereafter acquired by the GrantorMortgagor, Grantor does hereby GRANTwherever located, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, in grants a security interest therein for the following: purposes herein expressed (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (hereinafter sometimes called the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all “Mortgaged Property”): All right, title and interest of Grantorthe Mortgagor in and to the Existing Facilities and buildings, plants, works, improvements, structures, estates, grants, franchises, easements, rights, privileges and properties real, personal and mixed, tangible or intangible, of every kind or description, now owned or leased by the Mortgagor or which may hereafter acquiredbe owned, leased, constructed or acquired by the Mortgagor, wherever located, and in and to (1) all streetsextensions and improvements thereof and additions thereto, roadsincluding all buildings, alleysplants, easementsworks, rights-of-waystructures, licensesimprovements, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipmentapparatus, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal propertymachinery, of every kind and charactertools, tangible and intangible (including software embedded therein)implements, now owned poles, posts, crossarms, conduits, ducts, lines, whether underground or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance overhead or otherwise), rebates or refunds of impact fees or other taxeswires, assessments or chargescables, moneyexchanges, accounts (including deposit accounts)switches, instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oilhost switches and remote switches, gas desks, testboards, frames, racks, motors, generators, batteries and other hydrocarbons items of central office equipment, pay stations, subscriber equipment, including house wiring and other minerals protectors, instruments, connections and appliances, office furniture and equipment, work equipment and any and all products processed other property of every kind, nature and description, used, useful or obtained therefromacquired for use by the Mortgagor in connection therewith and including, and without limitation, the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning property described in the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interestSchedule attached as Exhibit I hereto; and (d) all (i) accounts All right, title and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements interest of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the benefit purposes of, or in connection with, the construction or operation by or on behalf of the Mortgagor of all properties, rights,facilities, systems or businesses, whether underground or overhead or otherwise, wherever located; All right, title and interest of the Mortgagor in, to and under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of all properties, facilities, systems or businesses, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged, or pledged; Together with all rents, income, revenues, profits, proceeds and benefits at any time derived, received or had from any and all of the above-described property of the Mortgagor.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust Mortgage and of the sum of TEN DOLLARS ($10.00) 10.00 cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the GrantorMortgagor, Grantor Mortgagor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN ASSIGN, MORTGAGE, HYPOTHECATE, PLEDGE, DEPOSIT and SET OVER to TrusteeMortgagee, with GENERAL WARRANTYall estate, all right, title and interest of GrantorMortgagor in and to the Property (as hereinafter defined), whether now owned or held or hereafter acquired by Mortgagor, to have and hold the Property unto Mortgagee, its successors and assigns forever; and to hold the Property unto Mortgagee in fee simple forever (except as to Mortgagor’s interest, if any, interest in the following: Ground Lease Parcels pursuant to the Ground Lease, as to which such interest is a valid leasehold interest); provided that Mortgagor may retain possession of the Property until the occurrence of an Event of Default; (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "“Land"”) together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "“Improvements"”); and (ii) all right, title and interest of GrantorMortgagor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "“Premises"”); ; (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by GrantorMortgagor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "“Accessories," ” all of which are hereby declared to be permanent accessions to the Land); ; (c) all (i) plans and specifications for the Improvements; (ii) Grantor's Mortgagor’s rights, but not liability for any breach by GrantorMortgagor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), Swap Transactions (as hereinafter defined), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's Mortgagor’s rights in tenants' ’ security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor Mortgagor may from time to time authorize Holder (as hereinafter defined) Mortgagee to debit and/or credit payments due with respect to the LoanLoan or any Swap Transaction, all rights to the payment of money from Mortgagee under any Swap Transaction, and all accounts, deposit accounts and general intangibles, including payment intangibles, described in any Swap Transaction; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- as-extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor Mortgagor or in which Grantor Mortgagor can otherwise grant a security interest; and and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor Mortgagor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights,, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Mortgagor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the “Property”), unto Mortgagee, its successors and assigns, in trust, in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Mortgagor under the Note and Loan Documents (as hereinafter defined) and all other indebtedness and matters defined as “Secured Indebtedness” in Section 1.5 of this Mortgage; PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee (as hereinafter defined) the principal sum, including all additional advances and all other sums payable by Mortgagor to Mortgagee under the terms of the Loan Documents and shall perform or cause to be performed all the other terms, conditions, agreements and provisions contained in the Loan Documents, all without fraud or delay or deduction or abatement of anything or for any reason, then this Mortgage and the estate hereby granted shall cease, terminate and become void.

GRANTING CLAUSE. In order to secure the payment of the principal of and interest on the notes, according to their tenor and effect, and further to secure the due performance of the covenants, agreements and provisions contained in this Mortgage and the Consolidated Loan Agreement and to declare the terms and conditions upon which the notes are to be secured, the Mortgagor, in consideration of the provisions of premises, has executed and delivered this CDBG Deed of Trust Mortgage, and of the sum of TEN DOLLARS ($10.00) cash in hand paid has granted, bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged, and other good set over, and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor these presents does hereby GRANTgrant, BARGAINbargain, SELLsell, CONVEYconvey, TRANSFERwarrant, ASSIGN assign, transfer, mortgage, pledge and SET OVER to Trusteeset over, with GENERAL WARRANTYunto the Mortgagee, and assigns, all of Grantor’s interest, if any, in and singular the following: -described property (a) that certain parcel of land described in Exhibit A which is attached hereto and incorporated herein by reference (hereinafter sometimes called the "LandMortgaged Property") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all ): All right, title and interest of Grantor, now owned or hereafter acquired, the Mortgagor in and to (1) all streetsthe Existing Facilities and buildings, roadsplants, alleysworks, improvements, structures, estates, grants, franchises, easements, rights-of-way, licensesprivileges and properties real, rights personal and mixed, tangible or intangible, of ingress and egressevery kind or description, vehicle parking rights and public placesnow owned by the Mortgagor or which may hereafter be owned, existing constructed or proposedacquired by the Mortgagor, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest thereinwherever located, and any greater estate in the Land or the Improvements; and (4) to all water extensions and water rightsimprovements thereof and additions thereto, timberincluding all buildings, crops and mineral interests on or pertaining to the Land (the Landplants, Improvements and other rightsworks, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all structures, improvements, fixtures, equipmentapparatus, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, machinery, tools, implements, poles, posts, crossarms, conduits, ducts, lines, whether underground or overhead or otherwise, wires, cables, exchanges, switches, desks, testboards, frames, racks, motors, generators, batteries and articles other items of personal propertycentral office equipment, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related theretosubscriber station equipment, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts house wiring and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts)protectors, instruments, documentsconnections and appliances, promissory notes office furniture and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessoriesequipment, work equipment and any account and all other property of every kind, nature and description, used, useful or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to acquired for use by the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained Mortgagor in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues therewith and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are property described in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or nonfollowing property schedule: Form - Restated Mortgage - Telephone 1/85 100% REA Loan - No Prior Bank Loan 6-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,5452 PROPERTY SCHEDULE

GRANTING CLAUSE. In consideration of the provisions of this CDBG Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid foregoing and other good and valuable consideration the receipt and sufficiency of which are is hereby acknowledged acknowledged, for the purpose of securing the due and punctual payment, performance and observance of the Secured Obligations, and intending to be bound hereby, each Mortgagor hereby irrevocably mortgages, grants, bargains, sells, remises, releases, assigns, transfers, pledges and sets over (and POA warrants) unto Mortgagee, and (to the extent covered by the GrantorUCC) hereby irrevocably grants (and POA warrants) unto Mortgagee, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, in each case with GENERAL WARRANTYpower of sale, all of Grantor’s each Mortgagor's estate, right, title, interest, if anyproperty or claim, whether now owned or hereafter acquired or arising, in and to the following:following property and rights, excluding only (i) the Unassigned Rights, and (ii) the Steam Plant, any improvements, accessions and additions to the Steam Plant and any insurance proceeds arising from the Steam Plant (all of each Mortgagor's right, title and interest as specified in paragraphs (a) through (p) inclusive below, except for the items excluded by clauses (i) and (ii) above, shall be hereinafter collectively referred to as the "Mortgaged Property"): (a) Each Mortgagor's entire right, title and interest in and to the land in Onondaga County, New York, described on Exhibit A-1 attached hereto and incorporated herein, pursuant to or derived from or under the Master Lease, the Ground Lease or otherwise; together with each Mortgagor's entire right, title and interest under the Master Lease, the Ground Lease or otherwise in and to any and all easements, rights of way, gores of land, streets, ways, alleys, passages, privileges, liberties, tenements, hereditaments, additions, accretions, and other rights now or hereafter appurtenant thereto, (said land and appurtenances being hereinafter called the "Leased Site"); (b) Each Mortgagor's entire right, title and interest (now owned or hereafter acquired) in, to and under that certain parcel Lease Agreement dated February 27, 1990 by and between Syracuse University, as landlord ("Lessor"), and ▇▇▇▇▇▇▇▇▇, as tenant, a memorandum of land which dated as of April 24, 1991 was recorded in the Office of the Clerk of Onondaga County, New York (the "Clerk's Office") on May 3, 1991 in Book 3693 at Page 87, as amended by those three amendatory letters dated May 1, 1990; June 22, 1990; and August 29, 1990; and as further amended by that certain Amendment to Lease dated as of December 31, 1990; and as further amended by that certain Amendment to Lease Agreement dated as of December 16, 1992, the tenant's interest under which was assigned by ▇▇▇▇▇▇▇▇▇ to the Agency pursuant to that certain Assignment of Ground Lease dated as of April 5, 1991 and recorded in said Clerk's Office on May 3, 1991 in Book 3693 at Page 139 (collectively as amended and in effect from time to time the "Ground Lease"); and each Mortgagor's entire right, title and interest (as landlord or tenant, as the case may be) in, to and under that certain ▇▇▇▇▇ and Sublease Agreement dated as of April 5, 1991 between the Agency, as issuer and landlord, and ▇▇▇▇▇▇▇▇▇, as guarantor and tenant, a memorandum of which dated as of April 5, 1991 was recorded in the Clerk's Office, on May 3, 1991 in Book 3693 at Page 149 (collectively as amended and in effect from time to time, the "Master Lease"); including any and all right, title and interest in any Mortgaged Property that may have been or may hereafter be acquired by each Mortgagor; including any and all right, title and interest that may have been or may hereafter be acquired by POA pursuant to Section 6.2, Section 6.3 or any other provision of the Master Lease, pursuant to Section 6.03 or any other provision of the PILOT Agreement or pursuant to any other right or obligation now or hereafter held by POA to acquire any Mortgaged Property; (c) Each Mortgagor's entire right, title and interest in and to the easements located within the City of Syracuse in Onondaga County, New York, described in on Exhibit A which is A-2 attached hereto and incorporated herein by reference (collectively, the "LandCity Easements"), including any and all rights in and to, the easements, licenses, rights of way, passages and similar agreements described on Exhibit A- 3 attached hereto and incorporated herein, which were assigned by POA to the Agency pursuant to that certain Assignment of Easements dated as of April 5, 1991 and recorded in said Clerk's Office on May 3, 1991 in Book 3693 at Page 136 (collectively as amended and in effect from time to time, the "City Easement Agreements"); together with each Mortgagor's entire right, title and interest under the City Easement Agreements; and together with each Mortgagor's entire right, title and interest under the City Easements or otherwise in and to all pipelines, appurtenances, fixtures and other improvements now or hereafter located thereon, including the Project Pipeline; (d) together with: Each Mortgagor's entire right, title and interest in and to the easements located outside the City of Syracuse in Onondaga County, New York, described on Exhibit A-4 attached hereto and incorporated herein (collectively, the "Outside Easements"), including any and all rights arising under, pursuant to, or derived from (i) any the easements, licenses, rights of way, passages and similar agreements described on Exhibit A-5 attached hereto and incorporated herein, which were assigned by ▇'▇▇▇▇▇ and ▇▇▇▇ to OBG Technical Services, Inc. pursuant to that certain Assignment and Assumption of Easements dated as of April 5, 1991 and recorded in said Clerk's Office on May 3, 1991 in Book 3693 at Page 9 and which were further assigned by OBG Technical Services, Inc. to POA pursuant to that certain Assignment and Assumption of Easements dated as of April 5, 1991 and recorded in said Clerk's Office on May 3, 1991 in Book 3693 at Page 15 (collectively as amended and in effect from time to time, the "Outside Easement Agreements"), (ii) and that certain Lease Agreement dated as of April 5, 1991, between POA, as landlord, and the Agency, as tenant, a memorandum of which dated as of April 5, 1991 was recorded in said Clerk's Office on May 3, 1991 in Book 3693 at Page 143, and a restated memorandum of which was recorded on December 28, 1992 in said Clerk's Office in Book 3816 at Page 217 (collectively as amended and in effect from time to time, the "Outside Easement Lease"); together with each Mortgagor's entire right, title and interest under the Outside Easement Agreements and the Outside Easement Lease; and together with each Mortgagor's entire right, title or interest under the Outside Easement Agreements, the Outside Easement Lease or otherwise in and to all pipelines, appurtenances, fixtures and other improvements now or hereafter located thereon, including the Project Pipeline (the City Easements and the Outside Easements are collectively referred to as the "Easements"; the Leased Site and the Easements are hereinafter referred to as the "Site"; the City Easement Agreements, the Outside Easement Agreements and the Outside Easement Lease are collectively referred to as the "Easement Agreements"; (e) All buildings, structures, pipelines, fixtures, appurtenances and other improvements, alterations or appurtenances including the Project Pipeline, Facility and Project, now or hereafter situated or to be situated located on the Land Site (collectively, the "Improvements"); (f) All machinery, apparatus, equipment, fittings, fixtures and other personal property of every kind and nature whatsoever owned by each Mortgagor, or in which each Mortgagor has or may hereafter have or acquire an interest, whether actually now or hereafter located at, upon or about the Site or not, and whether in storage or otherwise, wherever they may be located, or any appurtenance thereto, and used or usable in connection with the present or future operation and occupancy of all or any part of the Mortgaged Property, and all building equipment, materials and supplies or any nature whatsoever owned by each Mortgagor, or in which each Mortgagor has or may hereafter have or acquire an interest, whether actually now or hereafter located upon the Site or not, and whether in storage or otherwise, wherever they may be located, including power plants, particle separators, moisture separators, injection systems, gas pipelines, steam lines, power lines, pumps, control and monitoring equipment, tanks, boilers and turbines, all of which equipment, including replacements and additions thereto, shall, to the fullest extent permitted by law and for the purposes of this Mortgage, be deemed to be part and parcel of the Mortgaged Property (hereinafter collectively referred to as the "Equipment") (the Site, the Improvements and the Equipment are sometimes referred to collectively herein as the "Real Property"); together with all other, further, additional or greater right, title or interest of each Mortgagor in, to, under or derived from the Real Property or any part thereof, including the right of each Mortgagor to possession under s 365 of the Bankruptcy Code in the case of any rejection of the Master Lease, the Ground Lease or any Easement Agreement; (g) All licenses, permits, franchises and authorizations (iiincluding all Applicable Permits) now or hereafter held or obtained by each Mortgagor from any Governmental Authorities having jurisdiction over the operation, management or use of the Real Property and all intangible property and rights relating to the operation, management or use of the Real Property, or used in connection therewith, including options, option rights, and contract rights subject however to Section 4.11 hereof; ---- (h) All development rights or credits, air rights, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock and other rights relating to the Real Property; (i) All moneys deposited by or on behalf of each Mortgagor with any federal, state, city, county, governmental agency, irrigation, sewer or water district or company, gas or electric company, telephone company, other utility company or any other public or quasi-public body or agency, for the installation, or to secure the installation of, any utility or public service or work pertaining to the Real Property; (j) All (sub)leases affecting the use or occupancy of the Real Property and, except as otherwise expressly provided herein, the right to receive and apply the rents, issues, profits, products, income and royalties of the Mortgaged Property to the payment of the Secured Obligations; (k) All POA's right, title and interest in, to and under the PILOT Agreement; (l) All the remainders, reversions, rents, revenues, issues, profits, products, royalties, income, proceeds and other benefits derived by each Mortgagor from the Mortgaged Property, including the water rights and any mineral rights, all of Grantorwhich are hereby assigned to Mortgagee, who, except as provided herein, is hereby authorized to collect and receive the same, to give proper receipts and acquittances therefor and to apply the same to the payment of the Secured Obligations, notwithstanding the fact that the same may not then be due and payable; (m) All proceeds of the conversion, voluntary or involuntary, of any Mortgaged Property into cash or liquidated claims or amounts, including all proceeds of insurance now or hereafter payable to each Mortgagor with respect to the Mortgaged Property, all eminent domain, condemnation and similar awards or other compensation now or hereafter payable to each Mortgagor with respect to the Mortgaged Property, all Loss Proceeds, all Eminent Domain Proceeds and all Title Event Proceeds, all of which are hereby assigned to Mortgagee, who, subject to the provisions of the Financing Agreement, is hereby authorized to collect and receive the same, to give proper receipts and acquittances therefor and to apply the same to the payment of the Secured Obligations, notwithstanding the fact that the same may not then be due and payable; (n) Except for the Excluded Accounts, all accounts receivable, contract rights, chattel paper, instruments, general intangibles and other obligations of any kind now or hereafter existing arising out of or in connection with the sale, lease or other disposition of electrical or other energy, goods or the rendering of services from the Mortgaged Property, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such accounts receivable, contract rights, chattel paper, instruments, general intangibles or obligations derived by each Mortgagor from the Mortgaged Property, and all inventory, now owned or hereafter acquired, in and to (1) all streetsof each Mortgagor derived from the Mortgaged Property, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction including raw materials, supplies, component parts and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used work in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefromprocess, and the proceeds thereof; (o) All plans and specifications prepared for improvements on, or other development of, the Mortgaged Property (including all amendments, modifications, supplements, general conditions and addenda thereof or thereto) and all studies, data, models and drawings related thereto; and (vii) engineeringall contracts and agreements of each Mortgagor relating to the aforesaid plans and specifications or to the aforesaid plans and specifications or to the aforesaid studies, accountingdata, titlemodels and drawings; and all contracts and agreements of each Mortgagor executed from time to time relating to the maintenance, legaloperation, occupancy, sale, alteration, development, or financing of the Mortgaged Property of any portion thereof, or for the purchase of materials for any of the foregoing purposes; all contracts with property managers, surveyors, real estate brokers, and other technical like agents and professionals that relate to any of the Mortgaged Property or business data concerning any improvements constructed or to be constructed on the Mortgaged Property, and all maps, reports, surveys and studies of, or relating to, any of the Mortgaged Property which are or any improvements constructed or to be constructed on the Mortgaged Property, now or hereafter in the possession of Grantor each Mortgagor or in which Grantor can otherwise grant a security interestany such agent or professional; and (dp) all All additions, accessions, replacements, substitutions, and renewals of or to any of the foregoing. PROVIDED, HOWEVER, that the Mortgaged Property shall not include, and this Mortgage shall not be a Lien upon, (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Project Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds)other than each Mortgagor's respective interests in, proceeds of to and under the taking thereof or of any rights appurtenant theretoMaster Lease, including change of grade of streetsthe Ground Lease, curb cuts or the Outside Easement Lease and the other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use Easement Agreements and POA's interest under any law, the PILOT Agreement as aforesaid and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether any turbine or not the letter of credit is evidenced associated equipment leased by a writing) Grantor now has Mortgagor from General Electric Company or hereafter acquires relating an affiliate thereof pursuant to its lease engine support program. TO HAVE AND TO HOLD the foregoing Mortgaged Property subject to the propertiesPermitted Title Encumbrances, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the propertiesextent the same remain in effect and affect the Real Property (provided that, rightsexcept as provided in Section 4.21, titles nothing ---- herein shall, or shall be construed to, subordinate this Mortgage to any such Permitted Title Encumbrances to which it is not otherwise subject under applicable law), but excluding the Unassigned Rights, unto Mortgagee and interests referred its successors and assigns forever. PROVIDED, NEVERTHELESS, and these presents are upon this express condition, that if the Issuers shall well and truly pay and perform the Secured Obligations at the time and in the manner prescribed in the Secured Documents and shall well and truly abide by each and every covenant set forth in the Secured Documents, then this Mortgage shall cease, determine and terminate, except for those provisions hereof which by their terms survive; otherwise, this Mortgage shall remain in full force and effect for all purposes. Upon such termination, Mortgagee shall, at POA's request and expense, subject to the provisions of Section 4.23, execute and deliver to POA a release of this Mortgage as provided in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit said Section. Some of the propertiesMortgaged Property described herein may be or become property in which Mortgagee has a security interest under the Security Agreement (dated as of the date hereof executed by POA, rights,as grantor, in favor of Mortgagee, as secured party), or the SIDA Security Agreement (dated as of the date hereof executed by the Agency, as grantor, in favor of Mortgagee, as secured party. Notwithstanding anything to the contrary in this

GRANTING CLAUSE. In consideration To secure the payment of the provisions Indebtedness and performance of the Secured Obligations (as defined in Section 1.2 below) evidenced by and as defined in the Credit Agreement and the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this CDBG Deed of Trust Trust, the Credit Agreement, and any other documents and instruments now or hereafter executed by Borrower, to evidence, secure or guarantee the payment of all or any portion of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the GrantorSecured Obligations, Grantor does hereby GRANTmortgage and warrant, BARGAINbargain, SELLsell, CONVEYconvey, TRANSFERgrant, ASSIGN assign, transfer, pledge and SET OVER deliver unto Trustee and to Trustee’s successors and assigns, in trust, for the benefit of Beneficiary and the Lenders, with GENERAL WARRANTYpower of sale and right of entry and possession, all of a security interest in the Grantor’s interest, if any, interests (now owned or hereafter acquired) in the followingfollowing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (the “Property”), subject to the terms and conditions herein: (a) that certain parcel of The land commonly known as 31460 Dalles ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, located in Walla Walla County, legally described in attached Exhibit A which is attached hereto and incorporated herein by reference (“Land”); (b) All the "Land") together with: (i) any and all buildings, structures, improvements, alterations improvements and fixtures of every kind or appurtenances nature now or hereafter situated or to be situated on the Land and all of the Grantor’s interests (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired) in machinery, in appliances, equipment, furniture and all other personal property of every kind or nature which constitute fixtures with respect to the Land, together with all extensions, additions, improvements, substitutions and replacements of the foregoing (1“Improvements”); (c) all streetsAll easements, roads, alleys, easementstenements, rights-of-way, licensesvaults, rights gores of ingress and egressland, vehicle parking streets, ways, alleys, passages, sewer rights, water courses, water rights and public placespowers and appurtenances in any way belonging, existing relating or proposed, abutting, adjacent, used in connection with or pertaining appertaining to any of the Land or the Improvements; (2) , or which hereafter shall in any strips way belong, relate or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest thereinbe appurtenant thereto, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), whether now owned or hereafter acquired (“Appurtenances”); CHICAGO/#2321273.5 (d) Subject to the terms and provisions of the Credit Agreement: (i) all judgments, insurance proceeds, awards of damages and settlements which may result from any damage to all or any portion of the Land, Improvements or Appurtenances or any part thereof or to any rights appurtenant thereto; (ii) all compensation, awards, damages, claims, rights of action and proceeds of or on account of (a) any damage or taking, pursuant to the power of eminent domain, of the Land, Improvements or Appurtenances or any part thereof, (b) damage to all or any portion of the Land, Improvements or Appurtenances by Grantorreason of the taking, which are pursuant to the power of eminent domain, of all or any portion of the Land, Improvements, Appurtenances or of other property, or (c) the alteration of the grade of any street or highway on or about the Land, Improvements, Appurtenances or any part thereof; and, except as otherwise provided herein or in the Credit Agreement, Agent is hereby authorized to collect and receive said awards and proceeds and to give proper receipts and acquittances therefor and, except as otherwise provided herein or in the Credit Agreement, to apply the same toward the payment of the Secured Obligations; and (iii) all proceeds, products, replacements, additions, substitutions, renewals and accessions of and to the Land, Improvements or Appurtenances; (e) All rents, issues, profits, income and other benefits now or hereafter arising from or in respect of the Land, Improvements or Appurtenances (the “Rents”); it being intended that this Section 1.1(e) shall constitute an absolute and present assignment of the Rents, subject, however, to the license given to Grantor to collect and use the Rents as provided in this Deed of Trust; (f) Any and all leases, licenses and other occupancy agreements now or hereafter affecting the Land, Improvements or Appurtenances, together with all security therefor and guaranties thereof and all monies payable thereunder, and all books and records owned by Grantor which contain evidence of payments made under the leases and all security given therefor (collectively, the “Leases”), subject, however, to the license given in this Deed of Trust to Grantor to collect the Rents arising under the Leases as provided in this Deed of Trust; (g) All of Grantor’s right, title and interest, if any, in all goods, materials, supplies, work in process, chattels, furniture, fixtures, equipment, appliances, machinery and other personal property of any kind, now or later to be attached to or situated to, incorporated into, placed in, on or about about, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Land and the Improvements, whether stored on the Land or elsewhere, including all elevator, kitchen, medical, dental or rehabilitation fixtures, cleaning apparatus, beds, linens, televisions, carpeting, telephones, cash registers, computers, lamps, glassware, rehabilitation equipment, restaurant and kitchen equipment, and medical, dental, therapeutic, paramedical, or rehabilitation equipments and supplies, pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which shall be considered to the fullest extent of the law to be real property, fixtures or personal property (as defined and governed by the Code (as hereinafter defined)) for purposes of this Deed of Trust; CHICAGO/#2321273.5 (h) Any rights of Grantor arising from or held in connection with the ownership or operation of an assisted care facility or skilled nursing facility located on the Land, including, to the extent not prohibited or restricted under applicable law concerning residents of a nursing home or assisted living facility, any rights to payment for goods sold or leased or to be sold or leased or for services rendered or to be rendered; (i) All of Grantor’s interest in and to all operating accounts relating to the Land, all funds on deposit in the Capital Replacement Reserve, and any other accounts held by Grantor or monies on deposit with or for the benefit of Lender, including (i) deposits for the payment of Property Taxes and Insurance Premiums relating to the Land, (ii) tenant improvement and leasing commissions relating to the Land and (iii) any cash collateral account or bank accounts of Grantor relating to the Land; (j) To the extent assignable and related to the Land, all of Grantor’s rights in or to management contracts, permits, licenses (including business licenses, state health department licenses, food service licenses, certificates of need and all such other permits, licenses and rights, obtained from any governmental, quasi governmental or private person or entity whatsoever concerning ownership, operation, use or occupancy of the Property), applications, approvals, plans, specifications and drawings, contracts, purchase and sale agreements, purchase options, entitlements, soil test reports, other reports of examination or analysis of the Land or the Improvements, development rights and authorizations, however characterized with respect to any of the foregoing, issued or used in or necessary to any way furnished for the complete and proper planningacquisition, construction, development, useoperation and use of the Land, occupancy or operation thereofImprovements and/or Leases, or acquired including building permits, environmental certificates, certificates of operation, warranties and guaranties; (whether delivered k) To the extent related to the Land or stored elsewhere) for use or installation in or on the Land or the ImprovementsGrantor’s ownership and operation thereof, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the following types of collateral arising from Grantor’s ownership and operation of the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting in the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights Uniform Commercial Code as in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may effect from time to time authorize Holder in the State of Washington (the “Code”): accounts, but only in the manner permitted by applicable law as to any government accounts, general intangibles, chattel paper, documents, instruments, inventory, goods, equipment, investment property, deposit accounts, letter(s) of credit (including all Collateral Letters of Credit, if any) and any rights associated therewith, commercial tort claims, health-care-insurance receivables and all books and records relating to the foregoing, provided that Grantor will cooperate with Lender in obtaining “control” as defined in the Code with respect to collateral consisting of deposit accounts, investment property, letter of credit rights and electronic chattel paper; (l) All books and records pertaining to any and all of the property described above, including computer-readable memory and any computer hardware or software necessary to access and process such memory (“Books and Records”); CHICAGO/#2321273.5 (m) Any and all after-acquired right, title or interest of Grantor in and to any of the property described in the preceding subsections within this Section 1.1; and (n) The proceeds from the sale, transfer, pledge or other disposition of any or all of the property described in the preceding Granting Clauses; TO HAVE AND TO HOLD unto Trustee, and its successors or substitutes in this trust, and to its successors and assigns, in trust, in fee simple forever, subject to the terms, provisions and conditions herein set forth, to secure the obligations of Grantor under the Note and Loan Documents (as hereinafter defined) to debit and/or credit payments due with respect and all other Secured Obligations upon this Deed of Trust. Upon the full payment of the Secured Obligations according to the Loan; (iv) permitstenor and effect thereof when the same shall be due and payable and the discharge of Grantor’s obligations hereunder, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with then the Premises Property shall be reconveyed to Grantor or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated title thereto shall be revested according to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession provisions of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,.

GRANTING CLAUSE. In consideration To secure the payment of the provisions principal, interest, and premium, if any, on the Guaranty and to secure the performance by Grantor of this CDBG Deed of Trust each and of every term, covenant, agreement and condition contained in the sum of TEN DOLLARS ($10.00) cash in hand paid Guaranty and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the GrantorLoan Documents, Grantor does hereby GRANTmortgage, BARGAINconvey, SELLand grant, CONVEYwith general warranty of title, TRANSFER, ASSIGN and SET OVER to Trustee, in trust for the benefit of Beneficiary, its successors and assigns, forever, in fee simple, with GENERAL WARRANTYpower of sale, to have and to hold all of Grantor’s interest, if anyand singular, in the followingfollowing described properties: 1. The real estate (a"Land") that certain parcel of land described and set forth in Exhibit A which is attached hereto to and incorporated herein by reference (hereby made a part of this Deed of Trust; 2. All right, title, and interest of Grantor, now or at any time hereafter existing, in and to all highways, roads, streets, alleys and other public and private thoroughfares, bordering on or adjacent to the "Land") , together with: (i) any with all right, title, and interest of Grantor to the Land lying within such highways, roads, streets, alleys, and other public thoroughfares and all heretofore or hereafter vacated h▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and public and private thoroughfares and all strips and gores adjoining or within the Land or any part thereof; 3. All buildings, structures, improvements, alterations plants, works, and fixtures now or at any time hereafter located on the Land and, without any further act, all articles of personal property now or hereafter owned by Grantor used in connection with the Land and such buildings, structures, improvements, plants, works and fixtures, all extensions, additions, betterments, substitutions, and replacements thereof; 4. All rights, privileges, permits, licenses, easements, consents, tenements, hereditaments, and appurtenances now or at any time hereafter situated belonging to or in any wise appertaining to the Land or to be situated on any property now or at any time hereafter comprising a part of the Land (collectively, the "Improvements")property subject to this Deed of Trust; and (ii) all right, title and interest of Grantor, whether now owned or at any time hereafter acquiredexisting, in all reversions and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining remainder to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and such other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonusesincome, issues, profits, royalties, and revenues derived from or belonging to such Land and other benefits property subject to this Deed of Trust or any part thereof; 5. Any and all proceeds of the Premises and the Accessories (without derogation conversion, whether voluntary or involuntary, of Article 3 hereof); (vi) as- extracted collateral produced from all or allocated to any part of the Land including, without limitation, oil, gas and other hydrocarbons property and other minerals interests subject to this Deed of Trust into cash or liquidated claims, including without limitation by reason of specification, proceeds of insurance and all products processed condemnation awards; 6. All causes of action and recoveries for any damage, loss or obtained therefrom, and diminution in value of the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interestproperty; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from 7. All other personal property identified in Exhibit B set forth hereto and, without limiting the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements generality of the Loan Documents foregoing, a security interest in all of Grantor"s present and future "fixtures," "equipment," "general intangibles," "contract rights," and "accounts receivable" (as said quoted terms are defined in or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds encompassed by the Uniform Commercial Code of the taking thereof or State of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating Maryland). Any reference herein to the properties, rights, titles and interests referred "Premises" shall be deemed to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating apply to the propertiesabove-described Land and all other property, rightsinterests and items covered by this Granting Clause, titles and interests referred unless the context shall require otherwise. Any reference herein to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, the "Collateral" shall be deemed to or for apply to personalty located on the benefit of the properties, rights,Premises.

GRANTING CLAUSE. In consideration To secure the payment in full of the provisions of this CDBG Deed of Trust Secured Obligations (as hereinafter defined), Mortgagor has bargained, sold, given, granted and of the sum of TEN DOLLARS ($10.00) cash in hand paid conveyed and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor does hereby GRANTbargain, BARGAINsell, SELLgrant, CONVEYremise, TRANSFERrelease, ASSIGN and SET OVER convey, mortgage and warrant to TrusteeMortgagee, its successors and assigns, and grants a security interest to Mortgagee, its successors and assigns, in and to the following described real estate located in Allegheny County, Pennsylvania (the "Commonwealth"): See Exhibit A attached hereto and by this reference made a part hereof which real estate (the "Land"), together with GENERAL WARRANTYall right, all of Grantor’s title and interest, if any, which Mortgagor may now have or hereafter acquire in the following: (a) that certain parcel and to all improvements, buildings and structures thereon of land described in Exhibit A which every nature whatsoever, is attached hereto and incorporated herein by reference (called the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) Premises." TOGETHER WITH all right, title and interest interest, if any, including any after-acquired right, title and interest, and including any right of Grantoruse or occupancy, which Mortgagor may now owned have or hereafter acquired, acquire in and to (1a) all easements, rights of way, gores of land or any lands occupied by streets, roadsways, alleys, easementspassages, sewer rights-of-way, licensesair rights, rights of ingress and egressdevelopment rights, vehicle parking water courses, water rights and powers, and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest thereinplaces adjoining said Land, and any greater estate other interests in property constituting appurtenances to the Land Premises, or the Improvements; which hereafter shall in any way belong, relate or be appurtenant thereto and (4b) all water hereditaments, gas, oil, minerals (with the right to extract, sever and water rightsremove such gas, timberoil and minerals), crops and mineral interests easements, of every nature whatsoever, located in or on the Premises and all other rights and privileges thereunto belonging or pertaining to the Land (the Landappertaining and all extensions, Improvements additions, improvements, betterments, renewals, substitutions and other rightsreplacements to, titles or of any rights and interests referred to described in this clause subparagraph (a) being herein sometimes above and this subparagraph (b) (hereinafter collectively called the "PremisesProperty Rights"); (b) . TOGETHER WITH all fixtures▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building ▇▇▇▇▇▇▇ and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or development rights hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) Mortgagor for use or installation in or on connection with and the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all development of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits Property Rights and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security depositsall additional lands and estates therein which may, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect time, by supplemental Mortgage or otherwise, be expressly made subject to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits lien of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,Instrument.

GRANTING CLAUSE. In consideration of the provisions of this CDBG Amended and Restated Deed of Trust and of the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Grantor, Grantor ▇▇▇▇▇▇▇ does hereby GRANT▇▇▇▇▇▇ ▇▇▇▇▇, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee, with GENERAL WARRANTY▇▇▇▇▇▇▇▇, all of Grantor’s interest, if any, in the following: (a) that certain parcel of land the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter situated or to be situated on the Land (collectively, the "Improvements"); and (ii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated to the Land including, without limitation, oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,

GRANTING CLAUSE. In order to secure the payment of the principal of (and premium, if any) and interest on the Notes, according to their terms, and further to secure the due performance of the covenants, agreements and provisions contained in this Mortgage and the Loan Agreement, and to declare the terms and conditions upon which the Notes are to be secured, the Mortgagor, in consideration of the provisions of this CDBG Deed of Trust premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, all property, rights, privileges and franchises of the sum Mortgagor of TEN DOLLARS every kind and description, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Mortgagor, wherever located, and grants a security interest therein for the purposes herein expressed, except any Excepted Property, and including all and singular the following described property ($10.00) cash in hand paid and other good and valuable consideration the receipt and sufficiency all of which are hereby acknowledged is hereinafter called the “Mortgaged Property”): All right, title and interest of the Mortgagor in and to the electric generating plants and facilities and electric transmission and distribution lines and facilities now owned by the Grantor, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN Mortgagor and SET OVER to Trustee, with GENERAL WARRANTY, all of Grantor’s interest, if any, located in the following: (a) that certain parcel of land described counties listed in Exhibit A which is attached hereto Appendix B hereto, or hereafter constructed or acquired by the Mortgagor, wherever located, and incorporated herein by reference (the "Land") together with: (i) in and to all extensions and improvements thereof and additions thereto, including any and all buildingsother property of every nature and description, structuresused or acquired for use by the Mortgagor in connection therewith, improvementsand including, alterations without limitation, the property described in the property schedule listed on or appurtenances attached to Appendix B hereto; All right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with, the construction or operation by or on behalf of the Mortgagor of electric transmission or distribution lines or systems, whether underground or overhead or otherwise, or of any electric generating plant, wherever located; All right, title and interest of the Mortgagor in, to and under any and all licenses, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of electric transmission or distribution lines or systems, or any electric generating plant or plants, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged; All right, title and interest of the Mortgagor in, to and under any and all accounts, contract rights and general intangibles (as such terms are defined in the applicable Uniform Commercial Code) heretofore or hereafter situated acquired by the Mortgagor, including all contracts heretofore or to be situated on hereafter executed by and between the Land (collectivelyMortgagor and any person, firm, corporation or governmental body or agency providing for the "Improvements")purchase, sale, exchange or transmission of electric power or energy by the Mortgagor; and (ii) Also, all right, title and interest of Grantor, now owned or hereafter acquired, the Mortgagor in and to (1) all streetsother property, roadsreal or personal, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing tangible or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; (3) all options to purchase or lease the Land or the Improvements or any portion thereof or interest therein, and any greater estate in the Land or the Improvements; and (4) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the "Premises"); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal propertyintangible, of every kind kind, nature and characterdescription, tangible and intangible (including software embedded therein)wheresoever situated, now owned or hereafter acquired by Grantorthe Mortgagor, which are it being the intention hereof that all such property now owned but not specifically described herein or hereafter attached to acquired or situated in, on or about held by the Land or Mortgagor after the Improvements, or used in or necessary date hereof shall be as fully embraced within and subjected to the complete lien hereof as if the same were now owned by the Mortgagor and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered were specifically described herein to the Land or stored elsewhere) for use or installation in or on extent only, however, that the Land or the Improvements, and all renewals and replacements of, substitutions for and additions subjection of such property to the foregoing (the properties referred lien hereof shall not be contrary to in this clause (b) being herein sometimes collectively called the "Accessories," law; Together with all of which are hereby declared to be permanent accessions to the Land); (c) all (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts (including deposit accounts), instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, and any account or deposit account from which Grantor may from time to time authorize Holder (as hereinafter defined) to debit and/or credit payments due with respect to the Loan; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royaltiesincome, bonuses, issuesrevenues, profits, revenues cash, proceeds and other benefits at any time derived, received or had from any and all of the Premises and above-described property or business operations of the Accessories (without derogation of Article 3 hereof); (vi) as- extracted collateral produced from or allocated Mortgagor, to the Land fullest extent permitted by law. Provided, however, that no automobiles, trucks, trailers, tractors or other vehicles (including, without limitation, oilaircraft or ships, gas and other hydrocarbons and other minerals and all products processed if any) owned or obtained therefrom, and used by the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Property which are Mortgagor shall be included in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) accounts and proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights,Mortgaged Property.