Common use of GRANTING CLAUSES Clause in Contracts

GRANTING CLAUSES. To secure (i) the payment of the indebtedness evidenced by the Notes, (ii) the payment and satisfaction of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:

GRANTING CLAUSES. To secure All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (ithe “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and to the payment streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the indebtedness evidenced Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the Notes, (iiforegoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and satisfaction performance of the Obligations Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (defined including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the Credit Agreement) filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and (iii) the payment any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of all amounts due under Grantor’s right, title and the performance interest in and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, to any and all other mortgages, security agreements, pledge agreementsrights, assignments written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and rentsinterest in and to any and all unearned premiums, guarantiesaccrued, letters of credit and any other documents and instruments accruing or to accrue under insurance policies now or hereafter executed obtained by Mortgagor Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any party related thereto governmental or affiliated therewith to evidenceother lawful authorities for the taking by eminent domain, secure condemnation or guarantee the payment otherwise, of all or any portion part of the indebtedness under Security Property or any easement therein, including awards for any change of grade of streets (all of the Notes foregoing are hereinafter collectively referred to as the “Awards”); and any TOGETHER with all of Grantor’s right, title and interest in and to all renewals, extensions, amendments and replacements of this Mortgageimprovements, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendmentsbetterments, renewals, extensions substitutes and replacements hereof of, and thereofall additions and appurtenances to, being sometimes referred to collectively any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the “Loan Documents” case may be, and individually as a “Loan Document”) and to secure the payment of in each such case, without any and all further mortgage, conveyance, assignment or other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bankact by Grantor, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, shall become subject to the limitation hereinafter set forth, being hereinafter sometimes referred to lien of this Deed of Trust as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed fully and mortgagedcompletely, and with the same effect, as though now owned by these presents does hereby grantGrantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, conveyfor the benefit and security of Beneficiary and the other Secured Parties, alienand their successors and assigns, enfeoffforever, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. To secure (i) the payment obligations of Mortgagor under the indebtedness evidenced by the Notes, (ii) the payment Guaranty and satisfaction of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the NotesGuaranty, the Credit Loan Agreement, the Subsidiary GuarantyNotes, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor Mortgagor, Borrower or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes or the Guaranty and any and all renewals, extensions, amendments and replacements of this Mortgage, the NotesGuaranty, the Credit Loan Agreement, the Subsidiary Guaranty Notes and any such other documents and instruments (the NotesGuaranty, the Credit Loan Agreement, the Notes, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan DocumentsInstruments” and individually as a “Loan DocumentInstrument”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to BankLender, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, hereby being hereinafter sometimes referred to as “BorrowerMortgagor’s Liabilities,” provided that BorrowerMortgagor’s Liabilities shall, in no event, exceed $58,000,00030,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alienmortgage, enfeoffwarrant, releaseassign, confirm transfer, pledge and mortgage unto Bank deliver to Lender the following described property subject to the terms and conditions herein:

GRANTING CLAUSES. To For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (iwhether at the stated maturity, by acceleration or otherwise) the payment of the indebtedness evidenced by the NotesObligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, (ii) the payment and satisfaction MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the Obligations estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (defined the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit AgreementAgreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and (iii) interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the payment of all amounts due under Mortgaged Property and the performance and observance Equipment, subsequently acquired by Mortgagor (or released from the lien of all covenants and conditions contained in this Mortgageany equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the NotesMortgaged Property, the Credit Agreementimmediately upon such acquisition, the Subsidiary Guarantyrelease, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other mortgagesact by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, security title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, pledge management agreements, assignments licenses and other similar agreements granting to a third party a right to use or occupancy of leases the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, guarantiesissues and profits thereof, letters together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of credit and any other documents and instruments the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or hereafter subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any party related thereto manager or affiliated therewith agent on its behalf relating to evidencethe ownership, secure construction, maintenance, repair, operation, occupancy, sale or guarantee financing of the payment Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of all or any portion of the indebtedness under Mortgaged Property or any property which is adjacent or peripheral to the Notes and any Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all renewalsleases of Equipment, extensions(ii) all consents, amendments licenses, building permits, certificates of occupancy and replacements other governmental approvals relating to construction, completion, occupancy, use or operation of this Mortgagethe Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments foregoing clauses (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes a) through (j) are collectively referred to collectively as the “Loan Documents” and individually as a “Loan DocumentMortgaged Property”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:.

GRANTING CLAUSES. To secure All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (ithe "LAND"); TOGETHER with all of Grantor's right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor's right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the "IMPROVEMENTS") and all right, title and interest, if any, of Grantor in and to the payment streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the indebtedness evidenced Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor's right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Premises to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the "FIXTURE PROPERTY"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the "PREMISES"); TOGETHER with all of Grantor's right, title and interest in and to any and all leases, subleases, lettings and licenses of the Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the "LEASES"), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the Notes, (iiforegoing are hereinafter collectively referred to as the "RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and satisfaction performance of the Obligations Secured Obligations; TOGETHER with all of Grantor's right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Premises (defined including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the Credit Agreement) opinion of Mortgagee be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and (iii) the payment any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of all amounts due under Grantor's right, title and the performance interest in and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, to any and all other mortgages, security agreements, pledge agreementsrights, assignments written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor's business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 7.15(a)); TOGETHER with all of Grantor's right, title and rentsinterest in and to any and all unearned premiums, guarantiesaccrued, letters of credit and any other documents and instruments accruing or to accrue under insurance policies now or hereafter executed obtained by Mortgagor Grantor and relating to the Premises and all proceeds of the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Premises by any party related thereto governmental or affiliated therewith to evidenceother lawful authorities for the taking by eminent domain, secure condemnation or guarantee the payment otherwise, of all or any portion part of the indebtedness under Premises or any easement therein, including awards for any change of grade of streets (all of the Notes foregoing are hereinafter collectively referred to as the "AWARDS"); and any TOGETHER with all right, title and interest of Grantor in and to all renewals, extensions, amendments and replacements of this Mortgageimprovements, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendmentsbetterments, renewals, extensions substitutes and replacements hereof of, and thereofall additions and appurtenances to, being sometimes referred to collectively any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the “Loan Documents” case may be, and individually as a “Loan Document”) and to secure the payment of in each such case, without any and all further mortgage, conveyance, assignment or other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bankact by Grantor, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, shall become subject to the limitation hereinafter set forth, being hereinafter sometimes referred to lien of this Mortgage as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed fully and mortgagedcompletely, and with the same effect, as though now owned by these presents does hereby grantGrantor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors and assigns, conveyforever, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:of this Mortgage for the ratable benefit of the Mortgagee, Trustee, the holders of the Notes and the Party Lien Holders (as defined in the Security Agreement) (collectively, the "SECURED PARTIES"), subject to the terms of the Security Agreement.

GRANTING CLAUSES. To secure the Secured Obligations (i) the as hereinafter defined), including, without limitation, Trustor's guarantees of payment and performance of the indebtedness evidenced by Indenture Obligation and the NotesTerm Loan Obligation under the Note Guarantee and the Term Loan Guarantee, (ii) respectively, and the payment and satisfaction performance of the Obligations (defined covenants and obligations herein contained and in consideration of the Credit Agreement) sum of $10.00 and (iii) other valuable consideration in hand paid by Beneficiary to Trustor and in consideration of the payment debts and trusts hereinafter mentioned, the receipt and sufficiency of all amounts due under of which is hereby acknowledged, Trustor does by these presents GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, WARRANT, TRANSFER and CONVEY unto the performance Deed of Trust Trustee and observance its successors and substitutes in trust with power of sale hereunder for the use and benefit of Beneficiary all covenants of Trustor's rights, titles, interests and conditions contained estates in and to the real and personal property described in Subparagraphs (a) through (h) of this MortgageSection I (collectively herein called the "Mortgaged Property"); provided, however, that the Notesterm Mortgaged Property shall not (a) Trustor's undivided 100% interest in and to the lands described on Exhibit A hereto (the "Land"), the Credit Agreement, the Subsidiary Guaranty, together with any and all other mortgagesrights, security agreementstitles and interests of Trustor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to such Land. (b) All of Trustor's rights, pledge agreementstitles and interests in all plants, assignments buildings, structures, towers and other improvements now owned or hereafter acquired and located on the Land, including, without limitation, that certain chlor alkali plant and all equipment, fixtures, heating, lighting and power plants, pipelines, transmission lines, buildings, housing and improvements, together with all other machinery, equipment, appliances and apparatus of leases whatsoever character or description (except for any motor vehicles, licensed or registered with the Department of Motor Vehicles of the State), and rentsall replacements, guarantiessubstitutions and additions to said property, letters owned by Trustor and located on the Land or located elsewhere and used in the operation, conduct and maintenance of credit that certain chlor alkali plant located thereon (collectively, the "Improvements") (the Land, together with the Improvements, being hereinafter collectively referred to as the "Chlor Alkali Plant"). (c) To the extent permitted by law, all of Trustor's rights, titles and interests in, to and under all franchises, licenses, permits and certificates, consents, approvals, authorizations, however characterized, used or held for use in connection with Trustor's ownership and operation of the Chlor Alkali Plant and issued or in any other documents way furnished, whether now existing or hereafter entered into and instruments whether necessary or not for the operation and use of the Chlor Alkali Plant, including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses or certificates of operation. (d) All of Trustor's rights, title and interest in all absorbers, equipment, machinery, drums, engines, motors, regulators, meters, exchangers, tanks, docks, racks, heaters, above ground storage facilities, under ground storage facilities, loading facilities, fractionation facilities, absorption equipment, distillation equipment, deethanizers, depropanizers, debutanizers, olefin splitters, stills, power plants, disposal pits, warehouses, dwelling houses, cooling equipment, compressors, pipelines, piping flow lines, wiring, boilers, vessels, dehydration equipment or any of them (except for any motor vehicles, licensed or registered with the Department of Motor Vehicles of the State), whether now owned or hereafter acquired and located or to be located upon the Land or leaseholds now or hereafter executed owned by Mortgagor Trustor and used or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered held for use in connection with Trustor's ownership and operation of the LoanChlor Alkali Plant (collectively, "Equipment"). (e) All Trustor's right, title and interest, as landlord, franchisor, licensor or grantor, in all leases and subleases of space, oil, gas and mineral leases, franchise agreements, licenses, occupancy or concession agreements now existing or hereafter entered into relating in any manner to the Chlor Alkali Plant or the Equipment and any and all amendments, renewalsmodifications, extensions supplements and replacements hereof renewals of any thereof (each such lease, license or agreement, together with any such amendment, modification, supplement or renewal, a "Lease"), whether now in effect or hereafter coming into effect including, without limitation, all rents, additional rents, management fees payable by tenants, cash, guarantees, letters of credit, bonds, sureties or securities deposited thereunder to secure performance of the lessee's, franchisee's, licensee's or obligee's obligations thereunder, revenues, earnings, profits and thereofincome, being sometimes referred advance rental payments, payments incident to collectively assignment, sublease or surrender of a Lease, claims for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to any Lease (collectively, "Rents"). (f) All surveys, title insurance policies, drawings, plans, specifications, construction contracts, file materials, operating and maintenance records, catalogues, (g) All general intangibles now owned or hereafter acquired by Trustor (but not including the Obligor Collateral), including without limitation (i) all of Trustor's rights, titles and interests, whether now owned or hereafter acquired, of Trustor in, to and under the contracts, agreements or other instruments and documents relevant to Trustor's ownership and operation of the Chlor Alkali Plant (collectively, "Plant Agreements"), (ii) all contract rights relating to the Chlor Alkali Plant or the Equipment and all reserves, deferred payments, deposits, refunds and claims of every kind or character relating thereto, but not including Accounts Receivable, as defined in the “Loan Documents” and individually as a “Loan Document”Revolving Credit Agreement (collectively, "Contract Rights") and (iii) all processes, designs, methodologies and related documentation, technical information, manufacturing, engineering and technical drawings related to the ownership and operation of the Chlor Alkali Plant. (h) All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of insurance and condemnation or other awards or payments with respect thereto and interest thereon (collectively, "Proceeds"). TO HAVE AND TO HOLD the Mortgaged Property unto the Deed of Trust Trustee and Beneficiary and to their successors and assigns forever to secure the payment and performance of any and the Secured Obligations. None of the Mortgaged Property is used principally or at all other indebtedness and obligations of Mortgagor for agricultural or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:farming purposes.

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents, GRANT AND CONVEY, MORTGAGE, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (iif any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a second priority security interest in, all of Mortgagor’s present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Hillsborough County, Florida, and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Guaranteed Obligations (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the payment exercise of the indebtedness evidenced by the Notes, right of eminent domain or action in lieu thereof; or (ii2) the payment and satisfaction alteration of the Obligations grade of any street; or (defined 3) any fire, casualty, accident, damage or other injury to or decrease in the Credit Agreement) and (iii) value of the payment Land or Improvements or other properties described above, to the extent of all amounts due under and which may be secured by this Mortgage at the performance and observance date of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, receipt of any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now such award or hereafter executed payment by Mortgagor or any party related thereto or affiliated therewith to evidenceMortgagee, secure or guarantee the payment of all or any portion and of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now disbursements incurred by Mortgagor or hereafter executed and delivered Mortgagee in connection with the Loancollection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and any and all amendmentswhether or not evidenced by an instrument or chattel paper, renewalsarising from the operation of the Land or Improvements, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute substitutions therefor, proceeds thereof (whether cash or contingentnoncash, direct movable or indirectimmovable, liquidated tangible or unliquidatedintangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Florida Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor located on and used in the operation of the Land or Improvements; (n) All of Mortgagor’s right, title and interest in and to deposit accounts and letter of credit rights(as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all indebtedness rights, privileges and liabilities secured herebyappurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. PROVIDED ALWAYS, that if all of the payments set forth in the Guaranty shall be paid and each and every stipulation, agreement, condition and covenant of the Guaranteed Obligations shall be promptly performed, complied with and abided by, then this Mortgage and the estate hereby created shall cease and be null and void. THIS MORTGAGE IS GIVEN TO SECURE: Payment and performance of the Guaranteed Obligations; advances made by Mortgagee to protect the Premises or the lien and interest of this Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Mortgage. This Mortgage, the Guaranty, and all such other agreements, documents and instruments, are hereinafter sometimes collectively referred to as the “Loan Documents”. Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever subject to the limitation Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth, being hereinafter sometimes referred forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”). Notwithstanding anything contained in this Mortgage to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shallthe contrary, in no eventthe event of the foreclosure of this Mortgage, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgagedthe maximum recovery of Mortgagee in the event of the sale of the Premises to a purchaser other than Mortgagee, and by these presents does hereby grantthe maximum credit to be allowed to Mortgagee in bidding upon the Premises at a foreclosure sale under this Mortgage, conveyshall be $5,448,000.00, alienplus such amounts as may be awarded in the foreclosure decree for interest, enfeoffcosts, releaseattorneys’ fees, confirm and mortgage unto Bank monies advanced for insurance premiums, taxes and preservation of the following described property subject to the terms and conditions herein:Property.

GRANTING CLAUSES. To secure (i) the payment of the indebtedness evidenced by the Notes, (ii) the payment and satisfaction of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any Debt Service on the Notes and all other indebtedness Indenture Indebtedness and obligations the performance of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness the covenants contained herein and liabilities secured hereby, subject to in the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgagedNotes, and to declare the terms and conditions on which the Notes are secured, and in consideration of the premises and of the purchase of the Notes by the Holders thereof, the Issuer by these presents does hereby grant, conveybargain, sell, alien, enfeoffremise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, and mortgage unto Bank grant to the Trustee security title to and a continuing security interest in, all and singular, the following described property and all proceeds and products thereof: I. Money and investments from time to time on deposit in, or forming a part of, the Special Funds, subject to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein. II. Any and all property of every kind or description which may, from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien of this Indenture as additional security by the Issuer or anyone on its part or with its written consent, or which pursuant to any of the provisions hereof may come into the possession or control of the Trustee or a receiver appointed pursuant to this Indenture; and the Trustee is hereby authorized to receive any and all such property as and for additional security for the Notes and to hold and apply all such property subject to the terms hereof; TO HAVE AND TO HOLD all said property, rights and conditions herein:privileges of every kind and description, real, personal or mixed, hereby and hereafter (by supplemental indenture or otherwise) granted, bargained, sold, aliened, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the appurtenances thereto appertaining (said property, rights and privileges being herein called the "Trust Estate") unto the Trustee and its successors and assigns forever; BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Holders from time to time of the Notes without any priority of any such Note over any other such Note; PROVIDED, HOWEVER, that money collected by the Trustee pursuant to the Letter of Credit shall be used solely for the purpose of paying Debt Service on the Notes or the purchase price of Notes tendered for purchase pursuant to the Optional Tender or Mandatory Tender provisions hereof.

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Michigan, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Washtenaw County, Michigan, and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; provided, however, notwithstanding anything herein to the contrary, the Premises shall not include any payments due to RSW Washtenaw LLC (or its assigns) relating to the tax increment financing (TIF) described in that certain Reimbursement Agreement dated March 8, 2012 by and between RSW Washtenaw LLC and the Washtenaw County ▇▇▇▇▇▇▇▇▇▇ Redevelopment Authority; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, tenancies affecting the payment Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the indebtedness evidenced Land or Improvements that is owned by Mortgagor in common with others, including all water stock relating to the NotesLand or Improvements, (ii) the payment if any, and satisfaction all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Obligations Land or Improvements and any management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Credit AgreementMichigan Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor and located on and used in the operation of the Land or Improvements; (n) All of Mortgagor’s right, title and interest in and to deposit accounts and letter of credit rights (as defined in the UCC); (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (iiiincluding, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. THIS MORTGAGE IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the Note or Mortgage or otherwise advanced under the Loan Documents including without limitation advances made by Mortgagee to protect the Premises or the lien and interest of this Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts due under that Mortgagor has agreed to pay pursuant to the provisions hereof or that Mortgagee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and observance of all covenants every covenant, condition and conditions agreement contained in this Mortgage, the NotesNote, and every other agreement, document and instrument to which reference is expressly made in this Mortgage or which at any time evidences or secures the Credit Agreement, Indebtedness evidenced by the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of Note (this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty Note and any guaranty of the Indebtedness in favor of Mortgagee, if any, and all such other agreements, documents and instruments instruments, but excluding the certain Environmental Indemnification Agreement executed by Mortgagor (the Notes“Environmental Indemnity”), the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being are hereinafter sometimes collectively referred to collectively as the “Loan Documents” ”). Mortgagor hereby warrants that Mortgagor has good and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject marketable title to the limitation hereinafter set forthPremises, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed is lawfully seized and mortgagedpossessed of the Premises and every part thereof, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm has the right to convey same; that Mortgagor will forever warrant and mortgage unto Bank defend the following described property subject title to the terms Premises unto Mortgagee against the claims of all persons whomsoever; and conditions herein:that the Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises.

GRANTING CLAUSES. To For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure the payment of (i) any Guarantor Obligations (as defined in the payment Guarantee and Collateral Agreement) in respect of Specified Swap Agreements of the indebtedness evidenced by Mortgagor, but only to the Notesextent that, and only so long as, the other Guarantor Obligations of Mortgagor are secured pursuant to the Guarantee and Collateral Agreement, and (ii) all other Guarantor Obligations of Mortgagor (collectively, the payment "Obligations"); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE (SUBJECT TO THE PERMITTED EXCEPTIONS) FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, WITH MORTGAGE COVENANTS: (a) the Owned Land; (b) all right, title and satisfaction interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to the Real Estate or any part thereof; (c) all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to the center line thereof; (d) all of the Obligations fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (defined together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Credit AgreementReal Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description (all of the foregoing in this paragraph (e) being referred to as the "Equipment"); (e) all right, title and (iii) interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the payment of all amounts due under Real Estate and the performance and observance of all covenants and conditions contained in this MortgageEquipment, subsequently acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor on the NotesReal Estate, the Credit Agreementimmediately upon such acquisition, the Subsidiary Guarantyrelease, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further deed, conveyance, assignment or other mortgagesact by Mortgagor; (f) all right, security title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, pledge management agreements, assignments licenses and other agreements relating to the use or occupancy of leases the Real Estate or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the "Leases"), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, guarantiesissues and profits thereof, letters together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of credit and any other documents and instruments the Mortgaged Property (as defined below) (collectively, the "Rents"); (g) all unearned premiums under insurance policies now or hereafter subsequently obtained by Mortgagor relating to the Real Estate or Equipment and Mortgagor's interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Real Estate or any easement or other right therein; (h) to the extent not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any party related thereto manager or affiliated therewith agent on its behalf relating to evidencethe ownership, secure construction, maintenance, repair, operation, occupancy, sale or guarantee financing of the payment Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of all or any portion of the indebtedness under Real Estate or any property which is adjacent or peripheral to the Notes and any Real Estate, together with the right to exercise such options and all renewalsleases of Equipment, extensions(ii) all consents, amendments licenses, building permits, certificates of occupancy and replacements other governmental approvals relating to construction, completion, occupancy, use or operation of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and Real Estate or any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of creditpart thereof, and any other documents (iii) all drawings, plans, specifications and instruments now similar or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject items relating to the limitation hereinafter set forthReal Estate; and (i) all proceeds, being hereinafter sometimes both cash and noncash, of the foregoing; (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in the foregoing clauses (a) through (c) are collectively referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgagedthe "Premises", and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank those described in the following described property subject foregoing clauses (a) through (i) are collectively referred to as the terms and conditions herein:"Mortgaged Property").

GRANTING CLAUSES. To For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure (i) the payment Mortgagor's performance of the indebtedness evidenced by Mortgagor's obligations under the Notes, Mortgagor has created a security interest in and mortgaged, warranted, granted, bargained, sold, conveyed, assigned, pledged, transferred and set over, and does by these presents create a security interest in and MORTGAGE, WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, PLEDGE, TRANSFER AND SET OVER unto Mortgagee, its successors and assigns forever, WITH MORTGAGE COVENANTS and other STATUTORY RIGHTS AND COVENANTS in the State of Connecticut, the following property: The parcel or parcels of land described in Schedule A attached hereto and by this reference made a part hereof (iithe "Land"); TOGETHER with the buildings, foundations, structures and improvements (including fixtures) now or hereafter located on or in the payment Land (collectively, the "Improvements"); TOGETHER with all right, title and satisfaction interest, if any, of Mortgagor in and to the streets and roads, opened or proposed, abutting the Land, all strips and gores within or adjoining the Land, the air space and right to use the air space above the Land, all rights of ingress and egress to and from the Land, all easements, rights of way, reversions, remainders, hereditaments, and appurtenances now or hereafter affecting the Land or the Improvements, all royalties and rights and privileges appertaining to the use and enjoyment of the Obligations (defined in Land or the Credit Agreement) Improvements, including all air, lateral support, alley, drainage, water, oil, gas and (iii) the payment of mineral rights, all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgageoptions to purchase or lease, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgagesinterests, security agreementsestates or claims, pledge agreementsin law or in equity, assignments which Mortgagor now has or hereafter may acquire in or with respect to the Land or the Improvements (collectively, the "Appurtenances"); The Land, the Improvements and the Appurtenances are hereinafter sometimes collectively referred to as the "Premises"; TOGETHER with all right, title and interest of leases Mortgagor in and rentsunder all leases, guarantieslettings, letters tenancies and licenses for occupancy of credit and the Premises or any other documents and instruments part thereof now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any entered into and all renewalsamendments, extensions, amendments renewals and replacements of this Mortgageguaranties thereof, all security therefor, and all moneys payable thereunder (collectively, the Notes"Leases"); TOGETHER with all rents, the Credit Agreementincome, the Subsidiary Guaranty and any such other documents and instruments (the Notesissues, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgagesprofits, security agreements, pledge agreements, assignments of leases deposits and rents, guaranties, letters of credit, and any other documents and instruments benefits to which Mortgagor may now or hereafter executed and delivered be entitled from the Premises, or under or in connection with the LoanLeases (collectively, the "Property Income"); and any TOGETHER with all proceeds, judgments, claims, compensation, awards of damages and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred settlements with respect to collectively as the “Loan Documents” and individually or hereafter made as a “Loan Document”) and result of or in lieu of any condemnation or taking of the Premises by eminent domain or any casualty loss of or damage to secure any of the Premises, the Leases or the Property Income, all refunds with respect to the payment of any property taxes and assessments, and all other indebtedness and obligations proceeds of Mortgagor the conversion, voluntary or involuntary, of the Premises, the Leases or the Property Income, or any party related thereto part thereof, into cash or affiliated therewith to Bankliquidated claims (collectively, whether now existing or hereafter createdthe "Proceeds"). The Leases, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness the Property Income and liabilities secured hereby, subject to the limitation hereinafter set forth, being Proceeds are hereinafter sometimes collectively referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shallthe "Collateral." The Premises and the Collateral are hereinafter sometimes collectively referred to as the "Mortgaged Property." TO HAVE AND TO HOLD the Mortgaged Property, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed with all the privileges and mortgagedappurtenances to the same belonging, and by these presents does hereby grantwith the possession and right of possession thereof, convey, alien, enfeoff, release, confirm unto Mortgagee and mortgage unto Bank the following described property subject to the terms its successors and conditions hereinassigns forever. THE CONDITION OF THIS DEED IS SUCH THAT:

GRANTING CLAUSES. To secure (i) the payment ALL of the indebtedness evidenced by the Notesestate, (ii) the payment right, title and satisfaction interest of the Obligations Grantor in and to all of those certain lot(s), piece(s) or parcel(s) of land described on Schedule "A" attached hereto and made a part hereof for all purposes, and all tenements, hereditaments, servitudes, appurtenances, rights, privileges, and immunities belonging or appertaining thereto (defined the foregoing is collectively referred to as the "Land"); and TOGETHER WITH, all of the estate, right, title and interest of the Grantor, as lessor, both at law and in equity, under each lease identified on Schedule B attached hereto, as the Credit Agreementsame may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now or hereafter be entered into in respect of the Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated and all subleases, licenses, occupancy agreements or concessions whereby any Person has agreed to pay money or any consideration to the Grantor for the use, possession or occupancy of the Mortgaged Property or any part thereof, and all rents, income, profits, benefits, avails, advantages and claims against guarantors under any thereof (each of the foregoing is referred to as a "Lease" and collectively are referred to as the "Leases") and (iii) all rights in and to any deposits of cash, securities or other property which may be held at any time and from time to time by Grantor as the payment of all amounts due lessor under and the Leases to secure the performance of the covenants, conditions and observance agreements to be performed by any lessee thereunder; TOGETHER WITH, all of the estate, right, title and interest of the Grantor, as lessee, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all covenants other leases which may now or hereafter be entered into by Grantor as lessee in respect of the Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated (each of the foregoing is referred to as a "Ground Lease" and collectively are referred to as the "Ground Leases") and all rights in and to any deposits of cash, securities or other property which may be held at any time and from time to time by any lessor under a Ground Lease to secure the performance of the covenants, conditions contained and agreements to be performed by Grantor as lessee thereunder and any option or right of first refusal to purchase the fee simple title to the Land, or any greater interest therein that Grantor now owns; and TOGETHER WITH, all right, title and interest of Grantor in this Mortgageand to all structures, buildings, facilities and other improvements thereto or thereon situate heretofore or hereafter erected or placed on the Land, and in and to all building materials, equipment and fixtures of every kind and nature now or hereafter located on the Land (the foregoing is collectively referred to as the "Improvements"); and TOGETHER WITH, all right, title and interest of Grantor in and to all tenements, hereditaments, rights, rights-of-way, easements, privileges, liberties, riparian rights and appurtenances thereunto belonging, or in any way appertaining to the Real Property (as such term is defined herein) (including, without limitation, all rights relating to storm and sanitary sewer, water, gas, electric, railway and telephone services); all right, title and interest, if any, of the Grantor in and to all gas, oil, minerals, coal and other substances of any kind or character underlying such Real Property; all estate, claim, demand, right, title or interest, if any, of the Grantor in and to any street, road, highway, or alley (vacated or otherwise) adjoining said Real Property or any part thereof (the foregoing is collectively referred to as the "Appurtenances"); and TOGETHER WITH, all right, title and interest of Grantor in and to all machinery, equipment, fixtures, furniture, fittings, inventory, appliances, tools, accessories, building or construction materials and other property of every kind whatsoever owned by Grantor (and, with respect to a lease of any of the foregoing, to the extent of Grantor's rights as a lessee thereunder), or in which Grantor has any right, title or interest, now or hereafter attached to, or located in or upon, or used in connection with, the NotesReal Property, the Credit Agreement, the Subsidiary Guaranty, together with any and all additions thereto, substitutions therefor, and repairs, replacements, improvements, and restorations thereof (including, without limitation, all elevators, escalators, utility installations, plumbing, boilers, heating, lighting, ventilation, air conditioning equipment, roof tanks, motors, steam piping, sprinkler systems, cleaning equipment, spare parts of any kind whatsoever, and other mortgagesinstallations and fixtures of every kind whatsoever), security and all cash and non-cash proceeds thereof, all of which shall be deemed to be and remain and form a part of the realty (to the maximum extent permitted by law) and are covered by the lien of this Mortgage (the foregoing is collectively referred to as the "Equipment"); and TOGETHER WITH, all right, title and interest of Grantor in and to all contracts, agreements, pledge options, rights of first refusal or rights of first offer and other agreements, assignments understandings or arrangements relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor the Real Property or any party related thereto part thereof, and all income, profits, benefits, avails, advantages and claims against guarantors under any of them (the foregoing is collectively referred to as the "Contracts"); and TOGETHER WITH, all right, title and interest of Grantor in and to all licenses, permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or affiliated therewith to evidence, secure or guarantee operation of the payment of all Real Property or any portion part thereof, (all of the indebtedness under foregoing is collectively referred to as the Notes "Permits"); and TOGETHER WITH, all right, title and interest of Grantor in and to all drawings, plans, specifications and similar or related items relating to the Real Property (the foregoing is collectively referred to as the "Plans"); and TOGETHER WITH, all right, title and interest of Grantor in and to any and all renewalsawards, extensionsdamages, amendments payment and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loancompensation, and any and all amendmentsclaims therefor and rights thereto, renewalswhich may result from taking or injury by virtue of the exercise of the power of eminent domain, extensions and replacements hereof and thereofor any damage, being sometimes injury or destruction in any manner caused to the Real Property or the improvements thereon, or any part thereof (the foregoing is collectively referred to collectively as the “Loan Documents” "Condemnation Awards"); and individually TOGETHER WITH, all right, title and interest of Grantor in and to the insurance policies required to be maintained by the Grantor pursuant to the Credit Agreement or this Mortgage ( the foregoing is collectively referred to as a “Loan Document”the "Insurance Policies") and to secure the payment of any and all other indebtedness proceeds of insurance policies of every kind whatsoever, including title insurance (and obligations all unearned premiums thereon), now or hereafter payable by reason of Mortgagor any damage or any party related thereto or affiliated therewith destruction to Bankthe Real Property, whether now existing payable under the Insurance Policies or hereafter createdotherwise, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise and all interest thereon (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes foregoing is collectively referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000the "Insurance Policies and Proceeds"), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:; and

GRANTING CLAUSES. To secure The Mortgagor hereby mortgages to the Mortgagee, and grants to the Mortgagee a mortgage lien on and security interest in, all of the following-described properties, in each case to the full extent of the Mortgagor's right, title and interest therein, whether now held or hereafter acquired by the Mortgagor (icollectively, the "Mortgaged Properties"): (a) the payment land described in Exhibit A, attached hereto, together with all easements, rights, privileges, licenses, tenements, hereditaments and appurtenances in any way now or hereafter relating or appertaining thereto (collectively, the "Land"); and (b) all buildings and other improvements now or hereafter located or constructed on the Land or any part thereof (the "Improvements," and, together with the Land, the "Premises"); and (c) all of the indebtedness evidenced by the NotesMortgagor's right, (ii) the payment title and satisfaction of the Obligations (defined in the Credit Agreement) in- terest in, to and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgagesoffers to lease, security leases, rental agreements, pledge agreementsagreements of sale, assignments of leases and rentssale con- tracts, guaranties, letters of credit and any management contracts or other documents and instruments agreements now or hereafter executed entered into by Mortgagor the Mortgagor, covering any part of the Mortgaged Properties; and (d) all of the Mortgagor's present and future rents, royalties, profits, revenues, income, deposits or other benefits arising from the use, operation or sale of the Premises, or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgagepart thereof (collectively, the Notes"Income Stream"); and (e) all furniture, the Credit Agreementfurnishings, the Subsidiary Guaranty fixtures and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments equipment now or at any time hereafter executed and delivered attached to or lo- cated on or within or used or to be used in any way in connection with the Loanuse, operation or occupation of the Premises or any part thereof (collectively, the "Equipment"); and (f) all of the Mortgagor's contract rights re- lating to the development, construction or operation of the Premises and all drawings, plans, specifications, file materials, operating and maintenance manuals and records, warranties, guaranties, appraisals and data relating to the Premises and/or the Equipment, and any all permits, certificates, approvals and authorizations, however characterized, issued or furnished (whether necessary or not) for the development, construction, operation or use of the Premises, including, without limitation, subdivision approvals, building permits, certificates of occupancy and certificates of operation; and (g) all amendmentsproceeds of the conversion, renewalsvoluntary or involuntary, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of insurance and all condemnation or other indebtedness and obligations of Mortgagor awards or any party related thereto or affiliated therewith to Bankpayments in respect thereof. SUBJECT, whether now existing or hereafter createdHOWEVER, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forthencumbrances described in Exhibit A, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:attached hereto.

GRANTING CLAUSES. To In order to secure (i) the payment of the indebtedness evidenced by the Notes, (ii) the payment and satisfaction performance of the Obligations and any other obligations of Grantor hereinafter set forth, Grantor does hereby mortgage, give, pledge, grant, bargain, sell, convey, assign, transfer and set over unto Agent, for the ratable benefit of the Lenders, and the successors and assigns of Agent all of the following described land and interests in land, estates, easements, rights, improvements, property, fixtures, equipment, furniture, furnishings, appliances and appurtenances, whether now owned by Grantor or hereafter acquired and whether the same now exist or hereafter come into existence (defined hereinafter collectively referred to as the "MORTGAGED PROPERTY"): (a) Grantor's fee simple interest in and to the Site and all Grantor's right, title and interest in and to the Lease; PROVIDED, however, that if Grantor's interest in the Credit AgreementSite or any other part of the Facility is recharacterized as a security title or security interest due to the recharacterization of the Lease as a financing transaction (rather than a true lease), this subsection (a) and (iii) the payment shall be deemed to serve as a conveyance by Grantor to Agent of all amounts due under Grantor's security title interest and security interest in the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any Site and all other mortgagesparts of the Facility acquired pursuant to, security agreementsand an assignment by Grantor to Agent of Grantor's rights under and interest in, pledge agreementsthe Lease; and (b) All buildings, assignments structures and improvements of leases and rents, guaranties, letters of credit and any other documents and instruments every nature whatsoever now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidencesituated on the Site, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewalsgas and electric fixtures, extensionsradiators, amendments heaters, engines and replacements machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes, which are or shall be attached to said buildings, structures or improvements and all other furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty every kind and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments nature whatsoever now or hereafter executed owned by Grantor and delivered located in, on or about, or used or intended to be used with or in connection with the Loanuse, operation or enjoyment of the Mortgaged Property, including all extensions, additions, improvements, betterments, renewals and replacements of any of the foregoing and all the right, title and interest of Grantor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property subject to or covered by any prior security agreement, conditional sales contract, chattel mortgage or similar lien or claim, together with the benefit of any deposits or payments now or hereafter made by Grantor or on behalf of Grantor, all trade-names, trademarks, service marks, logos and goodwill related thereto which in any way now or hereafter belong, relate or appertain to the Mortgaged Property or any part thereof or are now or hereafter acquired by Grantor (excluding trademarks or tradenames which appertain to the operation of Grantor's business rather than the operation of the Facility); and all inventory, accounts, chattel paper, documents, equipment, fixtures, farm products, consumer goods and general intangibles constituting proceeds acquired with cash proceeds of any of the property described hereinabove, and any all insurance proceeds, all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the Mortgaged Property as between the parties hereto and all amendmentspersons claiming by, renewalsthrough or under them, extensions and replacements hereof which shall be deemed to be a portion of the security for the Obligations and thereofto be secured by this Instrument; PROVIDED, being sometimes HOWEVER, that the term "Mortgaged Property" shall not include any of the Excluded Equipment. The location of the above described collateral is also the location of the Site. The property described in this subsection (b) is herein referred to collectively as the “Loan Documents” "IMPROVEMENTS"; the Improvements and individually the Site are herein collectively referred to as a “Loan Document”the "FACILITY." (c) All of Grantor's right, title and interest, under, in and to secure the payment all contracts, franchises, licenses, agreements, permits and other documents, including but not limited to those more particularly described in EXHIBIT "C" attached hereto and made a part hereof, together with any additions or changes to and any extensions, revisions or modifications of any all such contracts, franchises, licenses, agreements, permits and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bankdocuments , whether now existing or hereafter createdentered into in relating to the development, absolute ownership, maintenance and operation of the Facility, and including without limitation, all Related Contracts and all right, title and interest of Grantor in, to and under the Credit Agreement, the Agency Agreement, the Pledge Agreement and the Guaranty (Lessee)(all of the foregoing being, collectively, the "CONTRACTS"), and all proceeds of any of the Contracts, including, without limitation, all insurance proceeds; and (d) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or contingent, direct appertaining to the Mortgaged Property or indirect, liquidated or unliquidatedany part thereof, or otherwise (which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Grantor and the reversion and reversions, remainder and remainders, of the Mortgaged Property from time to time accruing. TO HAVE AND TO HOLD the Mortgaged Property and all indebtedness parts, rights, members and liabilities secured herebyappurtenances thereof, subject to the limitation hereinafter use, benefit and behoof of Agent and the successors and assigns of Agent, IN FEE SIMPLE forever; and Grantor covenants that Grantor is lawfully seized and possessed of the Mortgaged Property as aforesaid, and has good right to convey the same, that the same is unencumbered except for those matters expressly set forthforth in EXHIBIT "B" attached hereto and by this reference incorporated herein, being hereinafter sometimes referred and that Grantor does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to as “Borrower’s Liabilities,” provided those matters set forth in said EXHIBIT "B" attached hereto. PROVIDED NEVERTHELESS, that Borrower’s Liabilities Agent shall, at the expense of Grantor, cause this Instrument to be released upon (a) FREI's payment in no eventfull of all principal, exceed $58,000,000interest and other sums (including, without limitation, any prepayment fees and premiums) due and payable under the Notes, as the Notes may from time to time be extended, renewed or modified, (b) the Company's payment in full of any and all amounts due and payable under the Guaranty, as the Guaranty may from time to time be renewed or modified, (c) Grantor's payment in full, at the times demanded by Agent and with interest thereon at the same rate specified in the Notes, of all sums advanced by Agent to protect the lien of this Instrument, to pay taxes on the Mortgaged Property, to pay insurance premiums, to pay principal and interest on any indebtedness secured by mortgage deed of trust, lien or charge on the Mortgaged Property (whether prior to, or subordinate to, or of equal priority with the lien hereof), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed to pay expenses and mortgagedattorneys' fees herein provided for and for any other purpose for which Agent is authorized to disburse funds hereunder and (d) Grantor's paying and performing all other obligations of Grantor set forth in this Instrument and in all of the other Transaction Documents. This conveyance is intended to operate and is to be construed as a mortgage on the Mortgaged Property to Agent and is made under those provisions of the existing laws of the State of Florida relating to mortgages, and is given to secure the payment and performance by these presents does hereby grantGrantor of its Obligations under the Transaction Documents, conveyincluding without limitation the following: (i) The debt evidenced by the Notes, alienas the same may be amended, enfeoffmodified or assigned from time to time executed by Grantor, release, confirm and mortgage unto Bank the following described property subject payable to the terms order of the Lenders comprising the holders thereof, representing an aggregate indebtedness in the amount of $11,640,000; and (ii) Any and conditions herein:all additional advances made by Agent to protect or preserve the Mortgaged Property or the lien hereof on the Mortgaged Property, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not the original Grantor remains the owner of the Mortgaged Property at the time of such advances).

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (iif any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor's present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the "Premises"): (a) That certain real property situated in the State of Illinois, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the "Improvements"); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, motor vehicles, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the payment exercise of the indebtedness evidenced by the Notes, right of eminent domain or action in lieu thereof; or (ii2) the payment and satisfaction alteration of the Obligations grade of any street; or (defined 3) any fire, casualty, accident, damage or other injury to or decrease in the Credit Agreement) and (iii) value of the payment Land or Improvements or other properties described above, to the extent of all amounts due under and which may be secured by this Mortgage at the performance and observance date of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, receipt of any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now such award or hereafter executed payment by Mortgagor or any party related thereto or affiliated therewith to evidenceMortgagee, secure or guarantee the payment of all or any portion and of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now disbursements incurred by Mortgagor or hereafter executed and delivered Mortgagee in connection with the Loancollection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and any and all amendmentswhether or not evidenced by an instrument or chattel paper, renewalsarising from the operation of the Land or Improvements, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute substitutions therefor, proceeds thereof (whether cash or contingentnoncash, direct movable or indirectimmovable, liquidated tangible or unliquidatedintangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants' or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, tenancies affecting the Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or the Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Land or the Improvements, if any, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Land or the Improvements and any management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or the Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forthconstruction of improvements on the Land or the Improvements; (l) Any and all of Mortgagor's right, being hereinafter sometimes referred title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or the Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shalldefined in the Illinois Uniform Commercial Code ("UCC")) located on and used in the operation of the Land or the Improvements; (n) All of Mortgagor's right, title and interest in no eventand to deposit accounts and letter of credit rights (as defined in the UCC); (o) Any and all substitutions, exceed $58,000,000)accessions, Mortgagor has grantedadditions and replacements to any of the foregoing; and (p) All products and proceeds of any of the foregoing, conveyedor with respect to the Land or the Improvements, alienedincluding without limitation, enfeoffedinsurance proceeds, released, confirmed and mortgagedproceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and by these presents does hereby grantany claim respecting any thereof (pursuant to judgment, conveycondemnation award or otherwise) and all goods, alienaccounts, enfeoffgeneral intangibles, releasechattel paper, confirm instruments, documents, consumer goods, equipment and mortgage unto Bank inventory, wherever located, acquired with the following described property subject to proceeds of any of the terms and conditions herein:foregoing or proceeds

GRANTING CLAUSES. To secure All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (ithe “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and to the payment streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the indebtedness evidenced Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Mortgaged Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Mortgaged Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the Notes, (iiforegoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and satisfaction performance of the Obligations Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Mortgaged Property (defined including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the Credit Agreement) filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and (iii) the payment any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of all amounts due under Grantor’s right, title and the performance interest in and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, to any and all other mortgages, security agreements, pledge agreementsrights, assignments written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and rentsinterest in and to any and all unearned premiums, guarantiesaccrued, letters of credit and any other documents and instruments accruing or to accrue under insurance policies now or hereafter executed obtained by Mortgagor Grantor and relating to the Mortgaged Property and all proceeds of the conversion, voluntary or involuntary, of the Mortgaged Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Mortgaged Property by any party related thereto governmental or affiliated therewith to evidenceother lawful authorities for the taking by eminent domain, secure condemnation or guarantee the payment otherwise, of all or any portion part of the indebtedness under Mortgaged Property or any easement therein, including awards for any change of grade of streets (all of the Notes foregoing are hereinafter collectively referred to as the “Awards”); and any TOGETHER with all of Grantor’s right, title and interest in and to all renewals, extensions, amendments and replacements of this Mortgageimprovements, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendmentsbetterments, renewals, extensions substitutes and replacements hereof of, and thereofall additions and appurtenances to, being sometimes referred to collectively any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Mortgaged Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the “Loan Documents” case may be, and individually as a “Loan Document”) and to secure the payment of in each such case, without any and all further mortgage, conveyance, assignment or other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bankact by Grantor, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, shall become subject to the limitation hereinafter set forth, being hereinafter sometimes referred to lien of this Mortgage as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed fully and mortgagedcompletely, and with the same effect, as though now owned by these presents does hereby grantGrantor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, conveyfor the benefit and security of Mortgagee and the other Secured Parties, alienand their successors and assigns, enfeoffforever, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:of this Mortgage for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. To secure All the estate, right, title and interest of Mortgagor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A-1 hereto (ithe "LAND"); [TOGETHER with all those certain leases and the leasehold estates created thereby more particularly described in Exhibit A-2 hereto, as the same may be amended, renewed, modified, supplemented or extended from time to time (collectively referred to as the "LEASES") the payment of the indebtedness evidenced by the Notesand in those certain plots, (ii) the payment pieces and satisfaction parcels of the Obligations (defined land more particularly described in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments aforesaid Exhibit A-2 (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan"LEASED LAND"), and any and all reversions or remainders in and to Mortgagor's interest in the Leased Land, all modifications, extensions, replacements and renewals of the Leases and all credits, deposits, options (including any options to purchase or renew set forth in the Leases), privileges and rights of Mortgagor under the Leases and all guarantees of the Leases (all of the foregoing hereinafter collectively referred to as the "LEASEHOLD ESTATE")]; TOGETHER with the tenements, hereditaments, appurtenances and all the estates and rights of Mortgagor in and to the Land [and the Leased Land]; TOGETHER with all buildings and improvements now or hereafter located on the Land [and the Leased Land] (hereinafter collectively referred to as the "IMPROVEMENTS") and all right, title and interest, if any, of Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land [and the Leased Land], and strips and gores within or adjoining the Land [and the Leased Land], the air space and right to use said air space above the Land [and the Leased Land] and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land [and the Leased Land], all easements now or hereafter affecting the Land [and the Leased Land], royalties and all rights appertaining to the use and enjoyment of the Land [and the Leased Land], including alley, drainage, mineral, water, oil and gas rights; TOGETHER with all fixtures and all appurtenances and additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereafter attached to the Premises (as hereinafter defined); TOGETHER with all property, tangible and intangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereinafter contained in, or used in connection with the Premises or placed on any part thereof though not attached thereto, to the extent the same constitutes real property in the state in which the Mortgaged Property is located (all of the foregoing, including the items hereinafter enumerated, collectively referred to as the "EQUIPMENT"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures (the Land and the Leasehold Estate, together with the Improvements and the Equipment, are hereinafter collectively referred to as the "PREMISES"); TOGETHER with all leases, subleases, lettings and licenses (except Leases) of, and all other contracts, bonds and agreements affecting the Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing hereinafter collectively referred to as the "SUBORDINATE LEASES"), and all right, title and interest of Mortgagor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing hereinafter collectively referred to as the "RENTS") and the right to apply the same to the payment and performance of the Secured Obligations; TOGETHER with all rights, dividends and/or claims of any kind whatsoever relating to the Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, Federal or other laws and any rights, claims or awards accruing to or to be paid to Mortgagor in its capacity as landlord under any Subordinate Lease; TOGETHER with all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Mortgaged Property or any portion thereof, including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases; TOGETHER with all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Mortgagor and relating to the Premises and all proceeds of the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Premises or any easement therein, including awards for any change of grade of streets (collectively, "AWARDS"); TOGETHER with all right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, extensions substitutes and replacements hereof of, and thereofall additions and appurtenances to, being sometimes referred to collectively any of the foregoing hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by Mortgagor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the “Loan Documents” case may be, and individually as a “Loan Document”) and to secure the payment of in each such case, without any and all further mortgage, conveyance, assignment or other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bankact by Mortgagor, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, shall become subject to the limitation hereinafter set forth, being hereinafter sometimes referred to lien of this Mortgage as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed fully and mortgagedcompletely, and with the same effect, as though now owned by these presents does hereby grantMortgagor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors and assigns, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:forever.

GRANTING CLAUSES. To secure Grantor hereby irrevocably and absolutely does by these presents GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, AND SET OVER to Trustee, its successors and assigns, with GENERAL WARRANTY with all powers of sale and all statutory rights under the laws of the State of Maryland, for the benefit of Beneficiary and its successor and assigns, and grants to Trustee a first priority security interest in, all of Grantor’s present and hereafter acquired estate, right, title and interest in, to and under the following (icollectively referred to herein as the “Premises”): (a) That certain real property situated in Washington County, Maryland, for the benefit of Beneficiary and its successors and assigns and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Grantor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the payment exercise of the indebtedness evidenced by the Notes, right of eminent domain or action in lieu thereof; or (ii2) the payment and satisfaction alteration of the Obligations grade of any street; or (defined 3) any fire, casualty, accident, damage or other injury to or decrease in the Credit Agreement) and (iii) value of the payment Land or Improvements or other properties described above, to the extent of all amounts due under which may be secured by this Deed of Trust at the date of receipt of any such award or payment by Grantor or Beneficiary, and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now disbursements incurred by Grantor or hereafter executed and delivered Beneficiary in connection with the Loancollection of such award or payment. ▇▇▇▇▇▇▇ agrees to execute and deliver, from time to time, such further instruments as may be requested by Beneficiary to confirm such assignment to Beneficiary of any such award or payment; (f) Any and all accounts receivable and any right of Grantor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and any and all amendmentswhether or not evidenced by an instrument or chattel paper, renewalsarising from the operation of the Land or Improvements, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute substitutions therefor, proceeds thereof (whether cash or contingentnoncash, direct movable or indirectimmovable, liquidated tangible or unliquidatedintangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Grantor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Grantor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Grantor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Grantor and Beneficiary with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Maryland Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Grantor located on and used in the operation of the Land or Improvements; (n) All of Grantor’s right, title and interest in and to deposit accounts and letter of credit rights (as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Deed of Trust, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all indebtedness rights, privileges and liabilities secured herebyappurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Trustee, its successors and assigns, forever, for the uses and purposes herein expressed. THIS DEED OF TRUST IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Beneficiary pursuant to the Note or Deed of Trust or otherwise advanced under the Loan Documents, including without limitation advances made by Beneficiary to protect the Premises or the lien of this Deed of Trust or to pay taxes, assessments, insurance premiums, and all other amounts that Grantor has agreed to pay pursuant to the provisions hereof or that Beneficiary has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Deed of Trust, the Note and every other agreement, document and instrument to which reference is expressly made in this Deed of Trust or which at any time evidences or secures the Indebtedness evidenced by the Note, and that certain Loan Agreement executed by Grantor and Beneficiary dated of even date herewith (the “Loan Agreement”) (this Deed of Trust, the Note, the Loan Agreement and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Grantor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are hereinafter sometimes collectively referred to as the “Loan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Beneficiary against the claims of all persons whomsoever subject to the limitation Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth, being hereinafter sometimes referred to as forth on Beneficiary’s title insurance policy dated on or about even date herewith regarding the Premises (the “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000Permitted Encumbrances”), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:.

GRANTING CLAUSES. To In order to secure (i) the payment repayment of the indebtedness evidenced by Obligations, whether such Obligations are made pursuant to a commitment, made at the Notes, (ii) the payment and satisfaction option of the Mortgagee, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, and to declare the terms and conditions upon which the Obligations are to be secured, the Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, and its respective assigns the following (defined all of which are hereinafter collectively called the "Mortgaged Property"): All right, title and interest of the Mortgagor in and to those fee and leasehold estates in real property described in Exhibit "A" hereto, subject in each case to those matters set forth in such Exhibit, together with all buildings, improvements, fixed assets, personalty and fixtures now or in the Credit Agreement) future annexed, affixed or attached to said real property or said buildings, improvements or structures located thereon; and (iii) All right, title and interest of the payment of all amounts due Mortgagor in, to and under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all grants, privileges, rights of way, easements and other mortgagessimilar interest now owned, security agreementsheld, pledge agreementsleased, assignments of leases and rentsenjoyed or exercised, guarantiesor which may hereafter be owned, letters of credit and any other documents and instruments now held, leased, acquired, enjoyed or hereafter executed exercised, by the Mortgagor for the purposes of, or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loanreal property described in Exhibit “A” hereto or, the construction, acquisition, ownership, use or operation by or on behalf of the Mortgagor of all buildings and improvements located on the property encumbered hereby, wherever located. TOGETHER WITH all tenements, hereditaments and appurtenances belonging or otherwise pertaining to the aforesaid property or any part thereof, with all reversions, remainders, rents, income, revenues, profits, cash, proceeds, products and benefits at any time derived, received or had from any or all of the above-described property of the Mortgagor and all amendmentsdeposits or other accounts into which the same may be deposited. TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee and its respective assigns forever, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment and performance of any the Obligations, including, without limitation, the due performance of the covenants, agreements and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgagedprovisions herein contained, and by these presents does hereby grantfor the uses and purposes and upon the terms, conveyconditions, alien, enfeoff, release, confirm provisos and mortgage unto Bank the following described property subject to the terms agreements hereinafter expressed and conditions herein:declared.

GRANTING CLAUSES. To secure All the estate, right, title and interest of Mortgagor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A attached hereto (ithe "Land"); TOGETHER with the tenements, easements, hereditaments, appurtenances and all the estates and rights of Mortgagor in and to the Land; TOGETHER with all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the "Improvements") and all right, title and interest, if any, of Mortgagor in and to the payment streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the indebtedness evidenced Land, including alley, drainage, flowage, mineral, water, riparian, oil and gas rights; TOGETHER with all property, tangible and intangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereafter contained in, or used in connection with the NotesPremises or placed on any part thereof though not attached thereto, to the extent the same constitutes real property in the state in which the Mortgaged Property is located (iiall of the foregoing, including the items hereinafter enumerated, collectively referred to as the "Equipment"), including turbines, control machinery and other equipment related to the generation of hydroelectric power, all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures (the Land, together with the Improvements and the Equipment, are hereinafter collectively referred to as the "Premises"); TOGETHER with all leases, subleases, lettings, and licenses (including all Neighboring Landowner Agreements) of, and all other contracts, bonds and agreements affecting the Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing hereinafter collectively referred to as the "Leases"), and all right, title and interest of Mortgagor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing hereinafter collectively referred to as the "Rents") and the right to apply the same to the payment and satisfaction performance of the Obligations Obligations; TOGETHER with all rights, dividends and/or claims of any kind whatsoever relating to the Premises (defined including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the Credit Agreement) and (iii) opinion of Mortgagee be necessary to preserve, protect, or enforce such rights or claims, including the payment filing of all amounts due any proof of claim in any insolvency proceeding under and the performance and observance of all covenants and conditions contained in this Mortgageany state, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all Federal or other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit laws and any other documents and instruments rights, claims or awards accruing to or to be paid to Mortgagor in its capacity as landlord under any Lease; TOGETHER with all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter executed obtained by Mortgagor and relating to the Premises and all proceeds of the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Premises by any party related thereto governmental or affiliated therewith to evidenceother lawful authorities for the taking by eminent domain, secure condemnation or guarantee the payment otherwise, of all or any portion part of the indebtedness under the Notes Premises or any easement therein, including awards for any change of grade of streets; TOGETHER with all right, title and any interest of Mortgagor in and to all renewals, extensions, amendments and replacements of this Mortgageimprovements, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendmentsbetterments, renewals, extensions substitutes and replacements hereof of, and thereofall additions and appurtenances to, being sometimes referred to collectively any of the foregoing hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by Mortgagor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the “Loan Documents” case may be, and individually as a “Loan Document”) and to secure the payment of in each such case, without any and all further mortgage, conveyance, assignment or other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bankact by Mortgagor, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, shall become subject to the limitation hereinafter set forth, being hereinafter sometimes referred to lien of this Mortgage as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed fully and mortgagedcompletely, and with the same effect, as though now owned by these presents does hereby grantMortgagor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, conveyand its respective successors and assigns, alien, enfeoff, release, confirm and forever. This mortgage unto Bank the following described property subject to the terms and conditions herein:is granted with MORTGAGE COVENANTS.

GRANTING CLAUSES. To In order to secure the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Beneficiary, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, if any, and to declare the terms and conditions upon which the Obligations are to be secured, the Grantor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, in trust with power of sale and right of entry, for the benefit of the Beneficiary, its successors and assigns, and (to the extent provided in Section 6.06) unto the Beneficiary, all property, rights, privileges and franchises of the Grantor of every kind and description, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Grantor, wherever located, EXCEPT ANY EXCEPTED PROPERTY, including all and singular the following described property other than Excepted Property (all of which is hereinafter called the "Trust Estate"): All right, title and interest of the Grantor in and to those fee and leasehold estates in real property described in Appendix "B" hereto, subject in each case to those matters set forth in such Appendix, together with all buildings and improvements located thereon; All right, title and interest of the Grantor in and to all other estates and interests in real property now owned by the Grantor and located in the counties listed in Appendix “B” hereto, or hereafter acquired, wherever located, including, without limitation, all fixtures, easements, permits, licenses and rights of way comprising real property; All right, title and interest of the Grantor in and to all Telecommunications Facilities now owned by the Grantor and located in the counties listed in Appendix “B” hereto, or hereafter constructed or acquired by the Grantor, wherever located; All right, title and interest of the Grantor 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 Grantor for the purposes of, or in connection with, the construction, acquisition, ownership, use or operation by or on behalf of the Grantor of the Telecommunications Facilities, wherever located; All right, title and interest of the Grantor 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, ownership, use or operation of the Telecommunications Facilities, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged, including, without limitation, all licenses and permits issued by the Federal Communications Commission (the “FCC”); All right, title and interest of the Grantor in, to and under any and all contracts heretofore or hereafter executed, as they may be amended or supplemented from time to time, by and between the Grantor and any person, firm, corporation or governmental body or agency, including, without limitation, contracts relating in any way to (i) the payment construction, acquisition, ownership, use, operation or output of the indebtedness evidenced by the NotesGrantor’s Telecommunications Facilities, and (ii) the payment provision of telecommunications services; Also, all right, title and satisfaction interest of the Obligations (defined Grantor in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and to all other mortgagesproperty, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Grantor, including, without limitation, all accounts, inventory (including without limitation, returned or repossessed goods), contract rights, chattel paper, electronic chattel paper, instruments, documents, investment property (including, without limitation, certificated and uncertificated securities, security agreementsentitlements, pledge agreementssecurities accounts, assignments of leases commodity contracts, and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guarantiescommodity accounts), letters of credit; letter-of-credit rights, equipment, inventory, fixtures, general intangibles (including, without limitation, payment intangibles, choses or things in action, litigation rights and resulting judgments, goodwill, patents, trademarks and other intellectual property, tax refunds, miscellaneous rights to payment, investments and other interests in entities not included in the definition of investment property (including, without limitation, all equities and patronage rights in all cooperatives and all interests in partnerships and joint ventures), margin accounts, computer programs, software, invoices, books, records and other information relating to or arising out of the Grantor’s business); and, to the extent not covered by the above, all other personal property of the Grantor of every type and description, including without limitation, supporting obligations, interests or claims in or under any policy of insurance, commercial tort claims, deposit accounts, money, and any other documents and instruments now judgments (as such terms are presently or hereafter executed defined in the applicable Uniform Commercial Code), it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Grantor after the date hereof shall be as fully embraced within and delivered subjected to the Lien hereof as if the same were now owned by the Grantor and were specifically described herein to the extent only, however, that the subjection of such property to the Lien hereof shall not be contrary to law; and Also, any Excepted Property that may, from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien hereof by the Grantor or by anyone in connection its behalf; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder for the benefit of the Beneficiary. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the Loanreversion and reversions, remainder and remainders and all rents, income, revenues, profits, cash, proceeds, products and benefits at any time derived, received or had from any and all amendmentsof the above-described property of the Grantor and all deposits or other accounts into which the same may be deposited. TO HAVE AND TO HOLD all and singular the Trust Estate unto the Trustee and its successors and assigns for the uses and purposes set forth herein, renewalsin trust, extensions and replacements hereof and thereofforever, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment and performance of any the Obligations, including, without limitation, the due performance of the covenants, agreements and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgagedprovisions herein contained, and by these presents does hereby grantfor the uses and purposes and upon the terms, conveyconditions, alien, enfeoff, release, confirm provisos and mortgage unto Bank the following described property subject to the terms agreements hereinafter expressed and conditions herein:declared.

GRANTING CLAUSES. To secure (i) the payment obligations of Mortgagor under the indebtedness evidenced by the Notes, (ii) the payment Guaranty and satisfaction of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the NotesGuaranty, the Credit Loan Agreement, the Subsidiary GuarantyNotes, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor Mortgagor, Borrower or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes or the Guaranty and any and all renewals, extensionsexten­sions, amendments and replacements of this Mortgage, the NotesGuaranty, the Credit Loan Agreement, the Subsidiary Guaranty Notes and any such other documents and instruments (the NotesGuaranty, the Credit Loan Agreement, the Notes, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan DocumentsInstruments” and individually as a “Loan DocumentInstrument”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to BankLender, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, hereby being hereinafter sometimes referred to as “BorrowerMortgagor’s Liabilities,” provided that BorrowerMortgagor’s Liabilities shall, in no event, exceed $58,000,00030,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alienmortgage, enfeoffwarrant, releaseassign, confirm transfer, pledge and mortgage unto Bank deliver to Lender the following described property subject to the terms and conditions herein:

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents, GRANT AND CONVEY, MORTGAGE, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a first priority security interest in, all of Mortgagor’s present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Hillsborough County, Florida, and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the payment Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the indebtedness evidenced Land or Improvements that is owned by Mortgagor in common with others, including all water stock relating to the NotesLand or Improvements, (ii) the payment if any, and satisfaction all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Obligations Land or Improvements and any management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Credit AgreementFlorida Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor located on and used in the operation of the Land or Improvements; (n) All of Mortgagor’s right, title and interest in and to deposit accounts and letter of credit rights(as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (iiiincluding, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. PROVIDED ALWAYS, that if all of the payments set forth in the Note shall be paid and each and every stipulation, agreement, condition and covenant of the Note, this Mortgage and the other Loan Documents shall be promptly performed, complied with and abided by, then this Mortgage and the estate hereby created shall cease and be null and void. THIS MORTGAGE IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the Note or Mortgage or otherwise advanced under the Loan Documents, including without limitation advances made by Mortgagee to protect the Premises or the lien and interest of this Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts due under that Mortgagor has agreed to pay pursuant to the provisions hereof or that Mortgagee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and observance of all covenants every covenant, condition and conditions agreement contained in this Mortgage, the NotesNote, and every other agreement, document and instrument to which reference is expressly made in this Mortgage or which at any time evidences or secures the Credit Agreement, Indebtedness evidenced by the Subsidiary Guaranty, any Note and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter that certain Loan Agreement executed by Mortgagee and Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee dated of even date herewith (the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of “Loan Agreement”) (this Mortgage, the NotesNote, the Credit Agreement, the Subsidiary Guaranty Loan Agreement and any all such other agreements, documents and instruments instruments, but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Mortgagor and Industrial Income Operating Partnership LP, a Delaware limited partnership (the Notes“Guarantor”), the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being are hereinafter sometimes collectively referred to collectively as the “Loan Documents” ”). Mortgagor hereby warrants that Mortgagor has good and individually as a “Loan Document”) marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to secure convey same; that Mortgagor will forever warrant and defend the payment title to the Premises unto Mortgagee against the claims of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, persons whomsoever subject to the limitation Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth, being hereinafter sometimes referred to as forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000Permitted Encumbrances”), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:.

GRANTING CLAUSES. To secure Grantor hereby irrevocably and absolutely does by these presents GRANT, CONVEY, WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Grantee, and its successors and assigns, with all powers of sale and all statutory rights under the laws of the State of Georgia, and grants to Grantee, a first priority security interest in, all of Grantor’s present and hereafter acquired estate, right, title and interest in, to and under the following (icollectively referred to herein as the “Premises”): (a) That certain real property situated in Gwinnett County, Georgia, for the benefit of Grantee and its successors and assigns and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Grantor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the payment exercise of the indebtedness evidenced by the Notes, right of eminent domain or action in lieu thereof; or (ii2) the payment and satisfaction alteration of the Obligations grade of any street; or (defined 3) any fire, casualty, accident, damage or other injury to or decrease in the Credit Agreement) and (iii) value of the payment Land or Improvements or other properties described above, to the extent of all amounts due under which may be secured by this Deed at the date of receipt of any such award or payment by Grantor or Grantee, and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now disbursements incurred by Grantor or hereafter executed and delivered Grantee in connection with the Loancollection of such award or payment. Grantor agrees to execute and deliver, from time to time, such further instruments as may be requested by Grantee to confirm such assignment to Grantee of any such award or payment; (f) Any and all accounts receivable and any right of Grantor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and any and all amendmentswhether or not evidenced by an instrument or chattel paper, renewalsarising from the operation of the Land or Improvements, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute substitutions therefor, proceeds thereof (whether cash or contingentnoncash, direct movable or indirectimmovable, liquidated tangible or unliquidatedintangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Grantor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Grantor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Grantor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Grantor and Grantee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Georgia Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Grantor and located on and used in the operation of the Land or Improvements; (n) All of Grantor’s right, title and interest in and to deposit accounts and letter of credit rights (as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Deed, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all indebtedness rights, privileges and liabilities secured herebyappurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Trustee, its successors and assigns, forever, for the uses and purposes herein expressed. THIS DEED IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Grantee pursuant to the Note or Deed or otherwise advanced under the Loan Documents, including without limitation advances made by Grantee to protect the Premises or the lien of this Deed or to pay taxes, assessments, insurance premiums, and all other amounts that Grantor has agreed to pay pursuant to the provisions hereof or that Grantee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Deed, the Note and every other agreement, document and instrument to which reference is expressly made in this Deed or which at any time evidences or secures the Indebtedness evidenced by the Note (this Deed, the Note, and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Grantor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are hereinafter sometimes collectively referred to as the “Loan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Grantee against the claims of all persons whomsoever subject to the limitation Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth, being hereinafter sometimes referred to as forth on Grantee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000Permitted Encumbrances”), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:.

GRANTING CLAUSES. To secure Grantor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, WITH GENERAL WARRANTY, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Grantee, its successors and assigns, WITH ALL POWERS OF SALE (iif any) and all statutory rights under the payment laws of , and grants to Grantee, a security interest in, all of Grantor’s present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in County, , and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in anyway appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the indebtedness evidenced Land or Improvements, now owned or hereafter acquired by the NotesGrantor, (ii) the payment and satisfaction including, but without limitation of the Obligations generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, audio or video equipment, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers and computer equipment, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; and as to any of the property aforesaid which may not be deemed to form a part and parcel of the Land or may not constitute a “fixture” (as such term is defined in the Credit AgreementUniform Commercial Code), this Security Deed is hereby deemed to be, as well, a security agreement under the Uniform Commercial Code for the purpose of creating a security interest in such property, which Grantor hereby grants to Grantee as Secured Party, for the benefit of the Grantee (as such term is defined in the Uniform Commercial Code); (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (iii1) the payment exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts due under which may be secured by this Security Deed at the date of receipt of any such award or payment by Grantor or Grantee, and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now disbursements incurred by Grantor or hereafter executed and delivered Grantee in connection with the Loancollection of such award or payment. Grantor agrees to execute and deliver, from time to time, such further instruments as may be requested by Grantee to confirm such assignment to Grantee of any such award or payment. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and any all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Grantee, its successors and assigns, forever, for the uses and purposes herein expressed forever in fee simple. THIS SECURITY DEED IS A DEED CONVEYING TITLE PURSUANT TO THE LAWS OF AND IS NOT A MORTGAGE, AND IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Grantee pursuant to the Note or Security Deed or otherwise advanced under the Loan Documents (the “Loan”), including without limitation advances made by Grantee to protect the Premises or the lien or interest of this Security Deed or to pay taxes, assessments, insurance premiums, and all amendmentsother amounts that Grantor has agreed to pay pursuant to the provisions hereof or that Grantee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), renewalsincluding without limitation, extensions and replacements hereof and advances made to enable the completion of the Improvements or any restoration thereof, being even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Security Deed, the Note, and every other agreement, document and instrument to which reference is expressly made in this Security Deed or which at any time evidences or secures the Indebtedness evidenced by the Note (this Security Deed, the Note and all such other agreements, documents and instruments evidencing, securing and otherwise relating to the Note, but excluding the certain Environmental Indemnification Agreement executed of even date herewith by Grantor, that certain Guaranty of Affiliate Loans executed of even date herewith by Grantor, and that certain Junior Deed to Secure Debt and Security Agreement executed of even date herewith by Grantor, are hereinafter sometimes collectively referred to collectively as the “Loan Documents” ”). Grantor hereby warrants that Grantor has good and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject marketable title to the limitation hereinafter set forthPremises, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed is lawfully seized and mortgagedpossessed of the Premises and every part thereof, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm has the right to convey same; that Grantor will forever warrant and mortgage unto Bank defend the following described property subject title to the terms Premises unto Grantee against the claims of all persons whomsoever; and conditions herein:that the Premises are unencumbered except as set forth on Grantee’s title insurance policy dated on or about even date herewith regarding the Premises.

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN, AND SELL to Mortgagee, its successors and assigns, with all powers of sale (iif any) and all statutory rights under the payment laws of the indebtedness evidenced State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, rights, title, and interests in, to and under the following (hereinafter collectively referred to as the “Premises”): (a) Mortgagor’s fee simple estate and interest in and to the Land, together with all buildings, structures and improvements now or hereafter erected on the Land, together with all right, title and interest of Mortgagor in and to any and all fixtures, attachments, appliances, equipment, machinery, and other articles attached to said buildings, structures, and improvements, whether now or in the future (hereinafter collectively referred to as the “Improvements”); and (b) All and singular of Mortgagor’s rights, title, and interests in and to the easements, authorizations, rights-of-way, licenses, permits, rights of use or occupancy, management agreements, franchise agreements, privileges, tenements, appendages, hereditaments, appurtenances, air rights and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements, including, without limitation, all rights, title, and interests under the “Declaration” (as such term is defined below); and (c) All of Mortgagor’s rights, title, and interests, if any, in and to the land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land and any strips and gores adjoining the Land; and (d) All of Mortgagor’s rights, title, and interests in and to machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all of Mortgagor’s rights, title, and interests in and to any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, including all amounts which may be held by the Notes, “Depository” (ii) the payment and satisfaction of the Obligations (as such term is defined in the Credit Agreement) and “Declaration”, defined below), which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (iii1) the payment exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts due under and which may be secured by this Mortgage at the performance and observance date of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, receipt of any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now such award or hereafter executed payment by Mortgagor or any party related thereto or affiliated therewith to evidenceMortgagee, secure or guarantee the payment of all or any portion and of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered disbursements incurred by Mortgagee in connection with the Loancollection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all of Mortgagor’s rights, title, and interests in and to any and all amendments, renewals, extensions accounts receivable and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations right of Mortgagor to payment for goods sold or any party related thereto leased or affiliated therewith to Bankfor services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, absolute substitutions therefor, proceeds thereof (whether cash or contingentnoncash, direct movable or indirectimmovable, liquidated tangible or unliquidatedintangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all of Mortgagor’s rights, title, and interests in and to any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements (h) All of Mortgagor’s rights, title, and interests in and to any and all monies deposited with or for the benefit of Mortgagee or any other person or entity for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all of Mortgagor’s rights, title, and interests in and to any and all leases, occupancy agreements, tenancies affecting the Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements; (j) Any and all of Mortgagor’s rights, title, and interests in and to any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements; (k) Any and all of Mortgagor’s rights, title, and interests in and to any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s rights, title, and interests in, to and under any and all reserve, deposit or escrow accounts made pursuant to any of the Loan Documents made between Mortgagor and Mortgagee and/or any Lender with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all of Mortgagor’s rights, title, and interests in and to any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the “UCC” (as such term is hereinafter set forthdefined)) located on and used in the operation of the Land or Improvements; (n) All of Mortgagor’s rights, being hereinafter sometimes referred title, and interests in and to deposit accounts and letter of credit rights (as “Borrowersuch terms are defined in the UCC) delivered to or in favor of Mortgagor with respect to the operation of the Land or Improvements; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; (p) All of Mortgagor’s Liabilities,” provided rights, title, and interests in and to any personal property of Mortgagor, including the following, all whether now owned or hereafter acquired or arising and wherever located: (1) accounts; (2) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (3) deposit accounts; (4) instruments (including promissory notes); (5) documents (including warehouse receipts); (6) chattel paper (including electronic chattel paper and tangible chattel paper); (7) inventory, including raw materials, work in process, or materials used or consumed in Mortgagor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, goods that Borrower’s Liabilities shallare returned, reclaimed or repossessed; (8) goods of every nature, including stock-in-trade, goods on consignment, computer programs embedded in no eventsuch goods and farm products; (9) equipment, exceed $58,000,000including machinery, vehicles and furniture; (10) fixtures; (11) agricultural liens; (12) as-extracted collateral; (13) letter of credit rights; (14) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies; (16) all supporting obligations of all of the foregoing property; (15) all property of Mortgagor has grantednow or hereafter in Mortgagee’s or any Lender’s possession or in transit to or from, conveyedor under the custody or control of, alienedMortgagee or any Lender, enfeoffedor any affiliate of Mortgagee or any Lender; (17) all cash and cash equivalents thereof; and (18) all cash and noncash proceeds (including insurance proceeds) of all of the foregoing property, releasedall products thereof and all additions and accessions thereto, confirmed substitutions therefor and mortgagedreplacements thereof; and (q) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and by these presents does hereby grantany claim respecting any thereof (pursuant to judgment, conveycondemnation award or otherwise) and all goods, alienaccounts, enfeoffgeneral intangibles, releasechattel paper, confirm instruments, documents, consumer goods, equipment and mortgage inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges, and appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Bank Mortgagee, its successors and assigns, forever, for the following described property subject to the terms uses and conditions herein:purposes herein expressed.

GRANTING CLAUSES. To For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure (i) the prompt and complete payment and performance of the indebtedness evidenced by Secured Obligations of Mortgagor (collectively, the Notes“Obligations”); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, (ii) AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE, WITH MORTGAGE COVENANTS: the payment Land; all right, title and satisfaction interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof, and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to the Real Estate or any part thereof; all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to the center line thereof; all of the Obligations fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (defined together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Credit AgreementReal Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description (all of the foregoing in this paragraph (d) being referred to as the “Equipment”); all right, title and (iii) interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the payment of all amounts due under Real Estate and the performance and observance of all covenants and conditions contained in this MortgageEquipment, subsequently acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor on the NotesReal Estate, the Credit Agreementimmediately upon such acquisition, the Subsidiary Guarantyrelease, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further deed, conveyance, assignment or other mortgagesact by Mortgagor; all right, security title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, pledge management agreements, assignments licenses and other agreements relating to the use or occupancy of leases the Real Estate or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, guarantiesissues and profits thereof, letters together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of credit and any other documents and instruments the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or hereafter subsequently obtained by Mortgagor relating to the Real Estate or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Real Estate or any easement or other right therein; to the extent not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any party related thereto manager or affiliated therewith agent on its behalf relating to evidencethe ownership, secure construction, maintenance, repair, operation, occupancy, sale or guarantee financing of the payment Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of all or any portion of the indebtedness under Real Estate or any property which is adjacent or peripheral to the Notes and any Real Estate, together with the right to exercise such options and all renewalsleases of Equipment, extensions(ii) all consents, amendments licenses, building permits, certificates of occupancy and replacements other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Estate or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate; and all proceeds, both cash and noncash, of the foregoing; ; provided, however, that any Excluded Collateral (as defined in the U.S. Security Agreement) shall be excluded from the lien and security interest of this Mortgage, . (All of the Notes, foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments foregoing clauses (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes a) through (c) are collectively referred to collectively as the “Loan Documents” Premises”, and individually those described in the foregoing clauses (a) through (i) are collectively referred to as a the “Loan DocumentMortgaged Property”) ). TO HAVE AND TO HOLD the Mortgaged Property and to secure the payment rights and privileges hereby mortgaged unto Mortgagee, its successors and assigns for the uses and purposes set forth, until the Obligations are fully paid and performed, provided, however, that the condition of any this Mortgage is such that if the Obligations are fully paid and all other indebtedness performed, then the estate hereby granted shall cease, terminate and become void. This Mortgage covers present and future advances and re-advances, in the aggregate amount of the obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject made by the Secured Parties for the benefit of Mortgagor, and the lien of such future advances and re-advances shall relate back to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:date of this Mortgage.

GRANTING CLAUSES. To secure All the estate, right, title and interest of Grantor in, to and under, or derived from, its interest in the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the "LAND"); TOGETHER with the interests in the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of its interest in the buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the "IMPROVEMENTS") and all of its right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights; TOGETHER with all furniture, fixtures, equipment and other tangible property, and all appurtenances and additions thereto and substitutions or replacements thereof owned by Grantor and now or hereafter attached to the Premises (as hereinafter defined) (hereinafter collectively referred to as the "FIXTURES"); TOGETHER with all property, tangible and intangible, and all additions thereto and substitutions or replacements thereof owned by Grantor and now or hereinafter contained in, or used in connection with the Premises or placed on or in any part thereof though not attached thereto, to the extent the same constitutes real property in the state in which the Trust Property is located (all of the foregoing, including the items hereinafter enumerated, collectively referred to as the "EQUIPMENT"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings, fixtures and articles of personal property now or hereafter attached to or used in or about the premises which are or may be used in or related to the planning, development, financing, or operation thereof (the Land, together with the Improvements and the Equipment, are hereinafter collectively referred to as the "PREMISES"); TOGETHER with all leases, subleases, lettings and licenses of, and all other contracts, bonds and agreements affecting the Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing hereinafter collectively referred to as the "LEASES"), and all right, title and interest of Grantor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, fees, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing hereinafter collectively referred to as the "RENTS") and the right to apply the same to the payment and performance of the Secured Obligations; TOGETHER with all rights (including, without limitation, trade marks, trade names and symbols), dividends and/or claims of any kind whatsoever arising from or used in connection with the Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Secured Party be necessary to preserve, protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease (all of the foregoing hereinafter collectively referred to as "RIGHTS AND CLAIMS"); TOGETHER with all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Trust Property or any portion thereof or the ownership, development, construction, use, management, operation, occupancy, lease, sale or financing of the Trust Property or any portion thereof, including: (i) the payment of the indebtedness evidenced by the Notespermits, approvals, consents and other authorizations; (ii) the payment improvement plans and satisfaction of the Obligations (defined in the Credit Agreement) specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (all of the payment of foregoing hereinafter collectively referred to as "AGREEMENTS AND INTANGIBLES"); TOGETHER with all amounts due unearned premiums, accrued, accruing or to accrue under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments insurance policies now or hereafter executed obtained by Mortgagor Grantor and relating to the Premises and all proceeds of the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Premises by any party related thereto governmental or affiliated therewith to evidenceother lawful authorities for the taking by eminent domain, secure condemnation or guarantee the payment otherwise, of all or any portion part of the indebtedness under Premises or any easement therein, including awards for any change of grade of streets (collectively, "AWARDS"); and TOGETHER with all right, title and interest of Grantor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the Notes foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further deed of trust, conveyance, assignment or other act by Grantor, all of which shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein, GRANTOR HEREBY GRANTS TO TRUSTEE, AS TRUSTEE FOR THE BENEFIT OF THE SECURED PARTY, ITS SUCCESSOR AND/OR ASSIGNS, a security interest in all fixtures, rights in action and personal property described herein. This Deed of Trust is a self-operative security agreement with respect to such property, even though Grantor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as Secured Party may request in order to perfect its security interest or to impose the lien hereof more specifically upon any of such property. Without the necessity of any further act of Grantor or Trustee or Secured Party, the lien of and security interest created by this Deed of Trust automatically will extend to and include (i) any and all renewals, extensionsreplacements, amendments and replacements of this Mortgagesubstitutions, accessions, proceeds, products, additions or after-acquired property for or to the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of creditTrust Property, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and (ii) any and all amendmentsmonies, renewalsproceeds and other property that from time to time, extensions either by delivery to Grantor or by any instrument (including this Deed of Trust), may be subjected to such lien and replacements hereof and thereofsecurity interest by Grantor or by anyone on behalf of Grantor, being sometimes referred or with the consent of Grantor, or which otherwise may come into the possession or otherwise be subjected to collectively as the “Loan Documents” and individually as a “Loan Document”) and control of Trustee or Secured Party or Grantor pursuant to secure the payment this Deed of Trust or any associated financing agreement. The Property and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes foregoing items are collectively referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shalleither the "Property" or the "Trust Property". TO HAVE AND TO HOLD the Trust Property unto Secured Party and its successors and assigns, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:forever.

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (iif any) and all statutory rights under the payment laws of the indebtedness evidenced State of Florida, and grants to Mortgagee a security interest in, all of Mortgagor's present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the "PREMISES"): (a) That certain real property situated in Broward and Palm Beach Counties, Florida and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the Notes"LAND"), (ii) the payment together with all buildings, structures and satisfaction of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments improvements now or hereafter executed by erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the "IMPROVEMENTS"); (b) To the extent legally assignable or transferable, all and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any party related thereto part thereof, or affiliated therewith to evidence, secure used or guarantee the payment of all usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all right, title and interest of Mortgagor in and to the furnishings, fixtures, equipment, heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, motor vehicles, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the indebtedness under security for the Notes Indebtedness (whether in single units or centrally controlled, and any whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all renewalsawards, extensionspayments or insurance proceeds, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of creditincluding interest thereon, and any the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually properties described above as a “Loan Document”result of: (1) and to secure the payment exercise of any and all other indebtedness and obligations the right of Mortgagor eminent domain or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, action in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms and conditions herein:lieu thereof; or

GRANTING CLAUSES. To secure (i) The Lessor hereby grants, conveys, assigns, transfers, mortgages and pledges to the payment Indenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the indebtedness evidenced by Indenture Trustee in, the Notesfollowing described property, rights and privileges, whether now owned or held or hereafter acquired (ii) herein called the payment "Indenture Estate"), to wit, all right, title and satisfaction interest of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this MortgageLessor, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter createdarising, absolute in and to: Granting Clause First --------------------- The entire right, title and interest of the Lessor in and to the land described in Schedule A attached hereto (the "Site") including the Lessor's rights under the Option and Estate for Years Agreement with respect to the Site and the Three Party Agreement with respect to the Site, together with (a) all right, title and interest of Lessor in and to all buildings, structures and other improvements, now standing or contingentat any time hereafter constructed or placed upon the Site, direct including, without limitation, all right, title and interest of Lessor in and to all fixtures of every kind and nature on the Site or indirectin any such building, liquidated structure or unliquidatedother improvements (said buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and interest of Lessor in and to all and singular the tenements, hereditaments, easements, rights of way, rights, privileges and appurtenances in and to the Site, belonging or otherwise in any way appertaining thereto, including, without limitation, all right, title and interest of Lessor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all indebtedness claims or demands of Lessor in law or in equity, in possession or expectancy of, in and liabilities secured herebyto the Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the property described in this Granting Clause First which are, subject to the limitation hereinafter provisions of Granting Clause Second, hereby specifically assigned, transferred and set forthover to Indenture Trustee, it being hereinafter sometimes referred the intention of the parties hereto that, so far as may be permitted by law, all property of the character hereinabove described which is now owned or held or is hereafter acquired by Lessor and is affixed, attached and annexed to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed the Site shall be and mortgaged, remain or become and constitute a portion of the Indenture Estate and the security covered by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms Lien of the Mortgage. The Site together with the Improvements and conditions herein:the other property described in this Granting Clause First relating thereto are herein collectively called the "Property".

GRANTING CLAUSES. To In order to secure (i) the payment of the indebtedness evidenced by the Notes, (ii) the payment and satisfaction performance of the Obligations and any other obligations of Grantor hereinafter set forth, Grantor does hereby irrevocably bargain, sell, give, grant and convey unto Trustee and Trustee’s successors and assigns in trust, with power of sale, under and subject to the terms hereof, for the benefit of Beneficiary, all of Grantor's interest and estate, whether now owned or hereafter acquired (defined whether fee, leasehold, legal or equitable) and whether the same now exist or hereafter come into existence (hereinafter collectively referred to as the “Mortgaged Property”): (a) Grantor’s undivided fee simple estate and all the tracts or parcels of real property lying and being in the Credit AgreementCounty of Bladen, State of North Carolina as more particularly described in Exhibit “A” attached hereto and by this reference incorporated herein; and (b) All buildings, structures and (iii) improvements of every nature whatsoever now or hereafter situated on the payment of Site, and all amounts due under gas and the performance electric fixtures, radiators, heaters, engines and observance of all covenants machinery, boilers, ranges, elevators and conditions contained in this Mortgagemotors, the Notesplumbing and heating fixtures, the Credit Agreementcarpeting and other floor coverings, the Subsidiary Guarantywashers, any dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes, which are or shall be attached to said buildings, structures or improvements and all other mortgagesfurnishings, security agreementsfurniture, pledge agreementsfixtures, assignments machinery, equipment, appliances, vehicles and personal property of leases every kind and rents, guaranties, letters of credit and any other documents and instruments nature whatsoever now or hereafter executed owned by Mortgagor Grantor and located in, on or any party related thereto about, or affiliated therewith used or intended to evidence, secure be used with or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loanuse, operation or enjoyment of the Mortgaged Property, including all extensions, additions, improvements, betterments, renewals and replacements of any of the foregoing and all the right, title and interest of Grantor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property subject to or covered by any prior security agreement, conditional sales contract, chattel mortgage or similar lien or claim, together with the benefit of any deposits or payments now or hereafter made by Grantor or on behalf of Grantor, all trade-names, trademarks, servicemarks, logos and goodwill related thereto which in any way now or hereafter belong, relate or appertain to the Mortgaged Property or any part thereof or are now or hereafter acquired by Grantor (excluding trademarks or tradenames which appertain to the operation of Grantor's business rather than the operation of the Facility); and all insurance and other proceeds of any of the property described hereinabove, all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the Mortgaged Property as between the parties hereto and all persons claiming by, through or under them, and any which shall be deemed to be a portion of the security for the Obligations and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes to be secured by this Instrument. The location of the above described collateral is also the location of the Site. The property described in this subsection (b) is herein referred to collectively as the “Loan Documents” Improvements”; the Improvements and individually the Grantor’s estate in the Site are herein collectively referred to as a the “Loan DocumentFacility”; (c) All of Grantor’s right, title and interest, under, in and to secure the payment of any Leases and all contracts, franchises, licenses, agreements, permits and other indebtedness documents, together with any additions or changes to and obligations any extensions, revisions or modifications of Mortgagor or any party related thereto or affiliated therewith to Bankall such contracts, franchises, licenses, agreements, permits and other documents (collectively, the “Contracts”), whether now existing or hereafter createdentered into in relating to the development, absolute ownership, maintenance and operation of the Facility and all proceeds of any of the property described hereinabove, including, without limitation, all insurance proceeds; and (d) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or contingent, direct appertaining to the Mortgaged Property or indirect, liquidated or unliquidatedany part thereof, or otherwise (which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Grantor and the reversion and reversions, remainder and remainders, of the Mortgaged Property from time to time accruing. TO HAVE AND TO HOLD FOREVER the Mortgaged Property and all indebtedness parts, rights, members and liabilities secured herebyappurtenances thereof, subject to Trustee and the limitation heirs, successors and assigns of Trustee, upon the trusts, terms and conditions and for the uses hereinafter set forth, being hereinafter sometimes referred to and Grantor covenants that Grantor is lawfully seized and possessed of the Mortgaged Property as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgagedaforesaid, and has good right to convey the same, that the same is unencumbered except for Permitted Liens, and that Grantor does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to Permitted Liens. This conveyance is intended to operate and is to be construed as a deed of trust under the laws of the State of North Carolina relating to deeds of trust, and not as a mortgage, and is given to secure the payment and performance by these presents does hereby grantGrantor and Smithfield of their respective Obligations under the Operative Documents, conveyincluding without limitation the following: (i) The debt evidenced by the Credit Agreement, alienas the same may be amended, enfeoffmodified or assigned from time to time executed by Grantor and Smithfield, releasepayable to Beneficiary, confirm with final payment being due as provided in the Credit Agreement, unless extended in accordance with the Credit Agreement, including, without limitation, principal, interest, late charges, fees and mortgage unto Bank the following described property subject other amounts due with respect to the terms Obligations or this Instrument. This Deed of Trust secures all present and conditions herein:future loan disbursements made by the Beneficiary pursuant to the Credit Agreement, and all other sums from time to time owing to the Beneficiary pursuant to the Credit Agreement. The amount of the present disbursement secured hereby is One Hundred Million and NO/100 Dollars $100,000,000, and the maximum principal amount which may be secured hereby at any one time is One Hundred Fifty Million and NO/100 Dollars ($150,000,000.00). The time period within which such future disbursements are to be made is the period between the date hereof and the date fifteen (15) years from the date hereof. Disbursements secured hereby shall not be required to be evidenced by a “written instrument or notation” as described in Section 45-68(2) of the North Carolina General Statutes, it being the intent of the parties that the requirements of Section 45-68(2) for a “written instrument or notation” for each advance shall not be applicable to disbursements made under the Credit Agreement; (ii) Any and all additional advances made by Beneficiary or the Trustee (a) to protect or preserve the Mortgaged Property or the lien hereof on the Mortgaged Property; (b) to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Property; (c) for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Beneficiary for the enforcement and protection of the Mortgaged Property or the lien of this Instrument; (d) for all legal fees, costs and other expenses incurred by Beneficiary by reason of any default or otherwise in connection with the Obligations; and (e) as otherwise permitted pursuant to Article 7 of Chapter 45 of the North Carolina General Statutes (whether or not the original Grantor remains the owner of the Mortgaged Property at the time of such advances). Should the Obligations secured by this Instrument be paid and performed according to the tenor and effect thereof when the same shall become due and payable, and should Grantor perform all covenants herein contained in a timely manner, then this Instrument shall be cancelled and surrendered upon the request and at the expense of Grantor.

GRANTING CLAUSES. To secure Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN, AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, rights, title, and interests in, to and under the following (hereinafter collectively referred to as the “Leasehold Premises”): (a) All of Mortgagor’s estate, rights, title, interests, claims, and demand whatsoever that Mortgagor now has or hereafter acquires, either in law or in equity, in possession or expectancy, of, in and to the Land, together with all buildings, structures and improvements now or hereafter erected on the Land, together with all right, title and interest of Mortgagor in and to any and all fixtures, attachments, appliances, equipment, machinery, and other articles attached to said buildings, structures, and improvements, whether now or in the future (hereinafter collectively referred to as the “Improvements”) including but not limited to the leasehold estate in the Land and the Improvements created by the Ground Lease (including, without limitation, (i) all options to extend or renew the payment Ground Lease (and the leasehold estate for the term of the indebtedness evidenced by the Noteseach extension or renewal), (ii) all options and rights of first refusal contained in the payment and satisfaction Ground Lease to purchase the real property which is the subject of the Obligations (defined in the Credit Agreement) Ground Lease and (iii) all of Mortgagor’s other rights, title and interests under the payment Ground Lease) (hereinafter collectively referred to as the “Leasehold Estate”); and (b) All and singular of Mortgagor’s rights, title, and interests in and to the easements, authorizations, rights-of-way, licenses, permits, rights of use or occupancy, management agreements, franchise agreements, privileges, tenements, appendages, hereditaments, appurtenances, air rights and other rights and privileges attached or belonging to the Land, Improvements or Leasehold Estate or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land, Improvements or Leasehold Estate; and (c) All of Mortgagor’s rights, title, and interests, if any, in and to the land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land and any strips and gores adjoining the Land; and (d) All of Mortgagor’s rights, title, and interests in and to machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land, Improvements or Leasehold Estate, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by subtenants of the Land, Improvements or Leasehold Estate; (e) Any and all of Mortgagor’s rights, title, and interests in and to any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land, Improvements or Leasehold Estate or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land, Improvements or Leasehold Estate or other properties described above, to the extent of all amounts due under and which may be secured by this Mortgage at the performance and observance date of all covenants and conditions contained in this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty, receipt of any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now such award or hereafter executed payment by Mortgagor or any party related thereto or affiliated therewith to evidenceMortgagee, secure or guarantee the payment of all or any portion and of the indebtedness under the Notes reasonable counsel fees, costs and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered disbursements incurred by Mortgagee in connection with the Loancollection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all of Mortgagor’s rights, title, and interests in and to any and all amendments, renewals, extensions accounts receivable and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations right of Mortgagor to payment for goods sold or any party related thereto leased or affiliated therewith to Bankfor services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land, Improvements or Leasehold Estate now existing or hereafter created, absolute substitutions therefor, proceeds thereof (whether cash or contingentnoncash, direct movable or indirectimmovable, liquidated tangible or unliquidatedintangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) All of Mortgagor’s rights, title, and interests in and to any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land, Improvements or Leasehold Estate; (h) All of Mortgagor’s rights, title, and interests in and to any and all monies deposited with or for the benefit of Mortgagee or any other person or entity for the payment of real estate taxes or special assessments against the Land, Improvements or Leasehold Estate or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land, Improvements or Leasehold Estate; all proceeds paid for damage done to the Collateral or the Land, Improvements or Leasehold Estate; all proceeds of any award or claim for damages for any of the Collateral or the Leasehold Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land, Improvements or Leasehold Estate; (i) Any and all of Mortgagor’s rights, title, and interests in and to any and all leases, occupancy agreements, tenancies affecting the Land, Improvements or Leasehold Estate and any and all names under or by which the Land, the Leasehold Estate or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land, Improvements or Leasehold Estate; (j) Any and all of Mortgagor’s rights, title, and interests in and to any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land, Improvements or Leasehold Estate that is owned by Mortgagor in common with others, including all water stock relating to the Land, Improvements or Leasehold Estate, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements; (k) Any and all of Mortgagor’s rights, title, and interests in and to any and all plans and specifications prepared for construction of improvements on the Land, Improvements or Leasehold Estate and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or otherwise (all indebtedness and liabilities secured hereby, subject to the limitation construction of improvements on the Land, Improvements or Leasehold Estate; (l) Any and all of Mortgagor’s rights, title, and interests in, to and under any and all reserve, deposit or escrow accounts made pursuant to any of the Loan Documents made between Mortgagor and Mortgagee and/or any Lender with respect to the Land, Improvements or Leasehold Estate, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all of Mortgagor’s rights, title, and interests in and to any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the “UCC” (as such term is hereinafter set forthdefined)) located on and used in the operation of the Land, being hereinafter sometimes referred Improvements or Leasehold Estate; (n) All of Mortgagor’s rights, title, and interests in and to deposit accounts and letter of credit rights (as “Borrowersuch terms are defined in the UCC) delivered to or in favor of Mortgagor with respect to the operation of the Land, Improvements or Leasehold Estate; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; (p) All of Mortgagor’s Liabilities,” provided rights, title, and interests in and to any personal property of Mortgagor, including the following, all whether now owned or hereafter acquired or arising and wherever located: (1) accounts; (2) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (3) deposit accounts; (4) instruments (including promissory notes); (5) documents (including warehouse receipts); (6) chattel paper (including electronic chattel paper and tangible chattel paper); (7) inventory, including raw materials, work in process, or materials used or consumed in Mortgagor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, goods that Borrower’s Liabilities shallare returned, reclaimed or repossessed; (8) goods of every nature, including stock-in-trade, goods on consignment, computer programs embedded in no eventsuch goods and farm products; (9) equipment, exceed $58,000,000including machinery, vehicles and furniture; (10) fixtures; (11) agricultural liens; (12) as-extracted collateral; (13) letter of credit rights; (14) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies; (16) all supporting obligations of all of the foregoing property; (15) all property of Mortgagor has grantednow or hereafter in Mortgagee’s or any Lender’s possession or in transit to or from, conveyedor under the custody or control of, alienedMortgagee or any Lender, enfeoffedor any affiliate of Mortgagee or any Lender; (17) all cash and cash equivalents thereof; and (18) all cash and noncash proceeds (including insurance proceeds) of all of the foregoing property, releasedall products thereof and all additions and accessions thereto, confirmed substitutions therefor and mortgagedreplacements thereof; and (q) Any and all products and proceeds of any of the foregoing, or with respect to the Land, Improvements or Leasehold Estate, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land, Improvements or Leasehold Estate, and by these presents does any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Leasehold Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Leasehold Premises, the doubt should be resolved in favor of inclusion. In the event that Mortgagor acquires any estate or interest in the Land or the Improvements after the date of this Mortgage, including, without limitation, any fee title interest, estate for years, easement or other estate or interest in real property, this Mortgage shall automatically create a mortgage lien on any and all after-acquired property, without further action or acknowledgement of the parties, with the same force and effect and the same priority as if Mortgagor owned such interest on the date of the recording of this Mortgage and such estate and interest shall be encumbered hereby grantand shall be deemed to be included in the definition of “Leasehold Premises” as used herein. TO HAVE AND TO HOLD the Leasehold Premises with all rights, conveyprivileges, alienand appurtenances thereunto belonging, enfeoffand all income, releaserents, confirm royalties, revenues, issues, profits and mortgage proceeds therefrom, unto Bank Mortgagee, its successors and assigns, forever, for the following described property subject to the terms uses and conditions herein:purposes herein expressed.

GRANTING CLAUSES. To secure (i) The Lessor hereby grants, conveys, assigns, transfers, mortgages and pledges to the payment Indenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the indebtedness evidenced by Indenture Trustee in, the Notesfollowing described property, rights and privileges, whether now owned or held or hereafter acquired (ii) herein called the payment "Indenture Estate"), to wit, all right, title and satisfaction interest of the Obligations (defined in the Credit Agreement) and (iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this MortgageLessor, the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter createdarising, absolute in and to: Granting Clause First --------------------- The entire right, title and interest of the Lessor in and to the land described in Schedule A attached hereto (the "Site"), together with (a) all right, title and interest of Lessor in and to all buildings, structures and other improvements, now standing or contingentat any time hereafter constructed or placed upon the Site, direct including, without limitation, all right, title and interest of Lessor in and to all fixtures of every kind and nature on the Site or indirectin any such building, liquidated structure or unliquidatedother improvements (said buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and interest of Lessor in and to all and singular the tenements, hereditaments, easements, rights of way, rights, privileges and appurtenances in and to the Site, belonging or otherwise in any way appertaining thereto, including, without limitation, all right, title and interest of Lessor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all indebtedness claims or demands of Lessor in law or in equity, in possession or expectancy of, in and liabilities secured herebyto the Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the property described in this Granting Clause First which are, subject to the limitation hereinafter provisions of Granting Clause Second, hereby specifically assigned, transferred and set forthover to Indenture Trustee, it being hereinafter sometimes referred the intention of the parties hereto that, so far as may be permitted by law, all property of the character hereinabove described which is now owned or held or is hereafter acquired by Lessor and is affixed, attached and annexed to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed the Site shall be and mortgaged, remain or become and constitute a portion of the Indenture Estate and the security covered by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the following described property subject to the terms Lien of the Mortgage. The Site together with the Improvements and conditions herein:the other property described in this Granting Clause First relating thereto are herein collectively called the "Property".