Common use of Security Agreement Clause in Contracts

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the “Collateral”). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements filed in connection with the Loan without and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s prior consentsecurity interest herein granted. In This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any items of the Collateral that are or are to become fixtures under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon Mortgagee’s requestrequest or demand of Mortgagee after the occurrence and during the continuance of an Event of Default, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place reasonably acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, within ten (10) Business Days of demand therefor any and all expenses, including reasonable attorneys’ feesfees and disbursements, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its sole discretion shall deem appropriateproper. This Mortgage In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall be effective notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee’s lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all reasonable expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem reasonably necessary, and shall pay all reasonable expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations or other reproduction of decrease Mortgagor’s rights under the Note, this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for and any of the purposes referred to in this Sectionother Loan Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial financing statementsor other statements signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes is both a mortgage and grant of real property and a grant of a security agreement under interest in personal property, and shall constitute and serve as a “security agreement” within the applicable Uniform Commercial Code meaning of the UCC. The Mortgagor hereby grants unto the Mortgagee for the benefit of the Secured Parties a security interest in and to all the Encumbered Property described in this Mortgage that is not real property, and substantially contemporaneously with the recording of this Mortgage, the Mortgagor has filed or will file UCC financing statements, and will file continuation statements prior to the lapse thereof, at the appropriate offices in the state in which the Premises are located and otherwise may be required or advisable to perfect the security interest granted by this Mortgage in all the Encumbered Property that is not real property. The Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform each and every act and thing requisite and necessary to be done to perfect the security interest hereby granted. The Mortgagee shall have all rights with respect to the Chattels and such other part of the Mortgaged Encumbered Property which that is personal propertythe subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition agrees, to the rights and remedies granted to Mortgagee extent permitted by other applicable law or herebylaw, Mortgagee shall have that: (i) all of the rights and remedies with respect goods described within the definition of the word “Personal Property” are or are to become fixtures on the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest Land; (ii) this Mortgage upon recording or registration in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice real estate records of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action proper office shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a “fixture filing with respect to all fixtures included filing” within the Mortgaged Property meaning of Section 9-502(c) of the UCC; (iii) the Mortgagor is the record owner of the Premises; and is to (iv) the addresses of Mortgagor and Mortgagee are as set forth in Section 5.02 of this Mortgage. Additionally, this Mortgage shall constitute a financing statement covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, as such, shall be filed for record in the real estate records of each county where in which the Land, or any part of the Mortgaged Property (including such fixtures) thereof, is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgagelocated.

Security Agreement. This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. All or part of the Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in connection with the Loan without real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Mortgaged Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as Mortgagee shall determine in its discretion sole discretion. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall deem appropriate. This Mortgage notify Mortgagee thereof and, promptly after request, shall be effective execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor's obligations under this Mortgage or any the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionRelevant Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial UCC financing statementsstatements (or related documents) signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable lawthis Mortgage, required such appointment to establish or maintain terminate upon the validity, perfection and priority release of the security interests granted in this Mortgage.

Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Mortgage constitutes and included as part of the Collateral, this Mortgage is hereby made and declared to be a security agreement under encumbering each and every item of personal property and fixtures now or hereafter owned by Mortgagor and included herein as a part of the applicable Collateral, in compliance with the provisions of the Uniform Commercial Code with respect as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to the Chattels Mortgagee, as "Secured Party", a security interest in and such other to all of the Mortgaged Property property now or hereafter owned by Mortgagor which is constitutes the personal propertyproperty and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Mortgagor agrees that it will not terminate Mortgagee may file this Mortgage, or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebya reproduction thereof, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition real estate records or other intended action by Mortgagee with respect to the Chattels appropriate index, as, and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as deemed to be, a financing statement filed as a fixture filing in accordance with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part laws of the Mortgaged Property (including such fixtures) is situatedState. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other Any reproduction of this Mortgage or of any other security agreement or financing statement relating to this Mortgage executed by Mortgagor shall be sufficient as a financing statement for statement. In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon Mortgagee's request, any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time other security agreement and from time to time to file any initial financing statements, as well as extensions, renewals, and amendments thereto thereof, and continuation reproductions of this Mortgage, in such form as Mortgagee may reasonably require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Except as authorized by applicable lawis provided in the Credit Agreement, required and except for the Permitted Encumbrances, without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to establish or maintain be created pursuant to the validityUniform Commercial Code any other security interest in the above-described personal property and fixtures, perfection including any replacements and priority additions thereto. Upon the occurrence and continuance of an Event of Default under this Mortgage, the Mortgagee shall have and shall be entitled to exercise any and all of the security interests granted rights and remedies (i) as prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Mortgage shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. In accordance with the laws of the State, this Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code and creates a security interest in all that property (and the proceeds thereof) of Mortgagor included in the Mortgaged Property which might otherwise be deemed “personal property.” Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements or other security agreements Mortgagee may require from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the Chattels foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such other instruments for and on behalf of Mortgagor. All costs of such filing and refiling shall be paid by Mortgagor. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is personal deemed “real property. Mortgagor agrees that it will not terminate ,” any proceedings to foreclose this Mortgage or amend any financing statements filed in connection with its satisfaction of record, the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee terms hereof shall have all of the rights and remedies survive as a security agreement with respect to the Chattels security interest created hereby and such other personal property referred to above until the repayment or satisfaction in full of the obligations of Mortgagor as are granted to a secured party under now or hereafter evidenced by the applicable Uniform Commercial CodeNote. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by Notwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records normally pertaining to personal property, all of the Mortgaged Property, for all purposes and may in all proceedings, legal or equitable, shall be regarded, at Mortgagee’s option (to the extent permitted by law), as part of the Real Property whether or not any such item is physically attached to the Real Property or Improvements or serial numbers are used for the better identification of certain items. The mention in any such financing statement of any of the Mortgaged Property shall never be construed as in any way altering any of the rights of Mortgagee or adversely affecting the priority of the lien granted hereby or by any other Loan Document, but such mention in the financing statement is hereby declared to be for the protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee’s priority of interest, to be effective against any third party, including the federal government and any authority or agency thereof, must be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this MortgageUniform Commercial Code records. A carbon, photographic or other reproduction of this Mortgage or of any other financing statement relating to this Mortgage signed by Mortgagor in connection herewith shall be sufficient as a financing statement for any of the purposes referred and may be filed to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of perfect the security interests granted in interest created hereby. The Mortgaged Property includes goods which are or are to become fixtures and this MortgageMortgage is intended to serve as a fixture filing under the Pennsylvania Uniform Commercial Code.

Security Agreement. This Mortgage constitutes Deed of Trust is a “security agreement” within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Property. By executing and delivering this Deed of Trust, Grantor has granted and thereby grants to Beneficiary, as security for the Debt, a security agreement under interest in the applicable Property to the full extent that the Property may be subject to the Uniform Commercial Code with respect (such portion of the Property so subject to the Chattels Uniform Commercial Code being called in this Section the “Collateral”). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect or preserve Beneficiary’s security interest therein granted. This Deed of Trust shall also be effective as a financing statement covering any other property and may be filed in any other appropriate filing or recording office. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Mortgaged Uniform Commercial Code. All or part of the Property which is personal propertyare or are to become fixtures. Mortgagor agrees that it will not terminate or amend any financing statements filed If an Event of Default shall occur, Beneficiary, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial CodeCode including, without limitation, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon Mortgagee’s requestrequest or demand of Beneficiary, Mortgagor Grantor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee Beneficiary at a convenient place acceptable to Mortgageethe Land. Mortgagor Borrower shall pay to Mortgagee Beneficiary on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including Beneficiary’s reasonable attorneys’ fees, incurred or paid by Mortgagee Beneficiary in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary with respect to the Chattels and such other personal property Collateral sent to Mortgagor Grantor in accordance with the provisions hereof at least five ten (510) days prior to such action action, shall constitute commercially reasonable notice to MortgagorGrantor. The To the extent permitted by applicable law, the proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee Beneficiary in its discretion shall deem appropriateproper. This Mortgage In the event of any change in name, identity or structure of any entity comprising Grantor, such Grantor shall be effective notify Beneficiary thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Beneficiary’s lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.recording

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneysAttorneys’ feesFees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding effects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this section the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof , and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding affects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. All or part of the Mortgaged Property is or is to become "FIXTURES" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in connection with the Loan without real estate records of the city or county wherein such fixtures are situated, shall also constitute a "FIXTURE FILING" for the purposes of the Uniform Commercial Code upon such of the Mortgaged Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as Mortgagee shall determine in its discretion sole discretion. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall deem appropriate. This Mortgage notify Mortgagee thereof and, promptly after request, shall be effective execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.recording

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with With respect to the Chattels and such other Personal Property or any portion of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate constitutes fixtures or amend any financing statements filed in connection with other property governed by the Loan without Mortgagee’s prior consent. In addition to UCC, this Mortgage shall constitute a security agreement between Debtor as the rights debtor and remedies granted Mortgagee as the secured party, and Debtor hereby grants to Mortgagee by a security interest in such portion of the Mortgaged Property. Cumulative of all other applicable law or herebyrights of Mortgagee hereunder, Mortgagee shall have all of the rights conferred upon secured parties by the UCC. Debtor will execute and deliver to Mortgagee all financing statements that may from time to time be required by Mortgagee to establish and maintain the validity and priority of the security interest of Mortgagee, or any modification thereof, and all costs and expenses of any searches required by Mortgagee. Mortgagee may exercise any or all of the remedies of a secured party available to it under the UCC with respect to such property, and it is expressly agreed that if upon an Event of Default Mortgagee should proceed to dispose of such property in accordance with the provisions of the UCC, 10 days' notice by Mortgagee to Debtor shall be deemed to be reasonable notice under any provision of the UCC requiring such notice; provided, however, that Mortgagee may at its option dispose of such property in accordance with Mortgagee's rights and remedies with respect to the Chattels and such other personal real property as are granted pursuant to a secured party the provisions of this Mortgage, in lieu of proceeding under the applicable Uniform Commercial CodeUCC. Upon Mortgagee’s request, Mortgagor Debtor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available give advance notice in writing to Mortgagee at a convenient place acceptable of any proposed change in Debtor's name, identity, or business form or structure and will execute and deliver to Mortgagee. Mortgagor shall pay , prior to or concurrently with the occurrence of any such change, all additional financing statements that Mortgagee on demand, with may require to establish and maintain the validity and priority of Mortgagee's security interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing described or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageherein.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee in writing with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor thirty (30) days prior to the effective date of any such change. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at its expense the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneysleast ten (10) days’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale or disposition, or any part thereof, may be applied by Mortgagee made pursuant to the payment provisions of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage this Section shall be effective deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as a financing statement filed as a fixture filing provided in Section 15.1(e) hereof upon giving the same notice with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part sale of the Mortgaged Property (including such fixtures) hereunder as is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officerequired under said Section 15.1(e). The respective mailing addresses name and principal place of business of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: URBAN DEVELOPMENT PARTNERS (61), LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The name and principal place of business of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party) are: DEUTSCHE BANC MORTGAGE CAPITAL, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsL.L.C. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage Deed constitutes a security ------------------ agreement under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee Beneficiary by other applicable law or hereby, Mortgagee Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestBeneficiary's request after an Event of Default, Mortgagor Grantor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee Beneficiary at a convenient place acceptable to MortgageeBeneficiary. Mortgagor Grantor, after an Event of Default, shall pay to Mortgagee Beneficiary on demand, with interest at the Default Rate for Base Rate LoansRate, any and all expenses, including attorneys’ ' fees, incurred by Mortgagee Beneficiary in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary with respect to the Chattels and such other personal property sent to Mortgagor Grantor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to MortgagorGrantor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee Beneficiary in its discretion shall deem appropriate. This Mortgage shall To the extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any or all of the Chattels at the same time and place and after giving the same notices provided in this Deed in connection with a non-judicial foreclosure sale under the terms and conditions set forth in Article II, Section 2.01, III or IV, of this Deed. In this connection, Grantor agrees that the sale may be effective as a financing statement filed as a fixture filing with respect to all fixtures included within conducted by Trustee or successor Trustee; that the Mortgaged Property and is to be filed for record in sale of the real estate records of each county where and improvements described in this Deed and the Chattels or any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest thereof, may be perfected by sold separately or together; and that in the filing of a financing statement event the Premises and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage Chattels or any other financing statement relating part thereof are sold together, Beneficiary will not be obligated to this Mortgage shall be sufficient allocate the consideration received as a financing statement for any of between the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time Premises and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageChattels.

Security Agreement. This Mortgage constitutes is both a real property mortgage/deed of trust and a "SECURITY AGREEMENT" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. All or part of the Mortgaged Property is or is to become "FIXTURES" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in connection with the Loan without real estate records of the city or county wherein such fixtures are situated, shall also constitute a "FIXTURE FILING" for the purposes of the Uniform Commercial Code upon such of the Mortgaged Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as Mortgagee shall determine in its discretion sole discretion. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall deem appropriate. This Mortgage notify Mortgagee thereof and, promptly after request, shall be effective execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor's obligations under this Mortgage or any the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionRelevant Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial UCC financing statementsstatements (or related documents) signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable lawthis Mortgage, required such appointment to establish or maintain terminate upon the validity, perfection and priority release of the security interests granted in this Mortgage.

Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Mortgage constitutes and included as part of the Collateral, this Mortgage is hereby made and declared to be a security agreement under encumbering each and every item of personal property and fixtures now or hereafter owned by Mortgagor and included herein as a part of the applicable Collateral, in compliance with the provisions of the Uniform Commercial Code with respect as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to the Chattels Mortgagee, as "Secured Party", a security interest in and such other to all of the Mortgaged Property property now or hereafter owned by Mortgagor which is constitutes the personal propertyproperty and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Mortgagor agrees that it will not terminate Mortgagee may file this Mortgage, or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebya reproduction thereof, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition real estate records or other intended action by Mortgagee with respect to the Chattels appropriate index, as, and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as deemed to be, a financing statement filed as a fixture filing in accordance with respect to all fixtures included within the Mortgaged Property and is to be filed for record Uniform Commercial Code as enacted in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situatedState. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other Any reproduction of this Mortgage or of any other security agreement or financing statement relating to this Mortgage shall be sufficient as a financing statement for statement. In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon Mortgagee's request, any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time other security agreement and from time to time to file any initial financing statements, as well as extensions, renewals, and amendments thereto thereof, and continuation reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing statements as authorized by applicable lawand any extensions, required renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to establish be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence of an Event of Default under this Mortgage, or maintain any other violation of the validitycovenants, perfection terms and priority conditions of the security interests granted agreement contained herein, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Mortgage shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. In accordance with the Uniform Commercial Code as enacted in the State, this Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. 2.16.1 This Mortgage constitutes shall also be a security agreement under between Mortgagor and Mortgagee covering the applicable Mortgaged Property constituting personal property or fixtures (hereinafter collectively called "UCC Collateral") governed by the Uniform Commercial Code ("UCC") of the State of Illinois (the "State") as such UCC Collateral may be more specifically set forth in any financing statement delivered in connection with respect this Mortgage, and, as further security for the payment and performance of the Secured Obligations, Mortgagor hereby grants to the Chattels and Mortgagee a security interest in such other portion of the Mortgaged Property which is personal property. Mortgagor agrees to the full extent that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consentMortgaged Property may be subject to the UCC. In addition to the Mortgagee's other rights and remedies granted to Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all rights of a secured party under the UCC, as is in effect in the relevant jurisdiction, or other applicable laws or in equity. Mortgagor hereby authorizes the filing of, and if requested by Mortgagee, Mortgagor shall execute and deliver to Mortgagee, all financing statements and such further assurances that may be reasonably required by Mortgagee to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee's security interests, and Mortgagor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Secured Debt Documents, if Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days' prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, that Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may from time to time execute and deliver at Mortgagor's expense all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Mortgagor and Mortgagee. Except as otherwise provided in the Secured Debt Documents, but otherwise subject to the provisions thereof, if an Actionable Default shall occur and be continuing, (a) Mortgagee, in addition to any other rights and remedies with respect which it may have, may exercise immediately and without demand to the Chattels extent permitted by law, any and such other personal property as are all rights and remedies granted to a secured party under the applicable Uniform Commercial Code. Upon UCC, as in effect in any relevant jurisdiction, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense expense, assemble the Chattels and such other personal property UCC Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including reasonable attorneys’ fees, ' fees and disbursements incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property UCC Collateral and in enforcing its Mortgagee's rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee hereunder with respect to such UCC Collateral. 2.16.2 Mortgagor and the Chattels and such other personal property sent Mortgagee agree, to Mortgagor the extent permitted by law, that: (i) this Mortgage upon recording or registration in accordance with the provisions hereof at least five (5) days prior to such action real estate records of the proper office shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a "fixture filing with respect to all fixtures included filing" within the Mortgaged Property meaning of Sections 9-102(a)(40) and is to be filed for record in 9-502(c) of the real estate records of each county where any UCC; (ii) all or a part of the Mortgaged Property are or are to become fixtures; and (including such fixturesiii) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are as set forth on the first page of this Mortgage. A carbonMortgage and if Mortgagor is not the record owner of any real property to which the fixtures are or may become attached, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any the name of the purposes referred to record owner is Midwest Generation, LLC and (iv) Mortgagor's organizational identification number in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority State of the security interests granted in this MortgageIllinois is 00314951.

Security Agreement. (a) This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being referred to in this Paragraph 23 as the "COLLATERAL"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. As such, this Mortgage covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise, immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including attorneys’ fees' fees and disbursements, incurred or paid by Mortgagee in protecting its interest in the Chattels and such other personal property Collateral and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee hereunder with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to MortgagorCollateral. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its sole discretion shall deem appropriateproper. This Mortgage In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall be effective notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Sectionfiling and recording thereof. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial financing statementsor other statements signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage. (b) Upon an Event of Default, Mortgagee shall have the right, at Mortgagee's opinion: (i) To proceed as to both the real and personal property covered by this Mortgage in accordance with Mortgagee's rights and remedies in respect of said real property, in which event (A) the provisions of the Uniform Commercial Code otherwise applicable to sale of the Collateral shall not apply, and (B) the sale of the Collateral in conjunction with and as one parcel with said real property (or any portion thereof) shall be deemed to be a commercially reasonable manner of sale; or (ii) To proceed as to the Collateral separately from the Premises and the Improvements, in which event the requirement of reasonable notice shall be met by mailing notice of the sale, postage prepaid, to Mortgagor or any other person entitled thereto at least ten (10) days before the time of the sale or other disposition of any of the Collateral.

Security Agreement. Grantor hereby grants to Beneficiary a security interest in the Personal Property Collateral pursuant to the Texas Business and Commerce Code (the “Code”) for the purpose of further securing the Indebtedness. Grantor shall give advance notice in writing to Beneficiary of any proposed change in Grantor’s name, identity, structure or principal place of business, and will execute and deliver to Beneficiary, prior to or concurrently with the occurrence of any such change, all financing statements or amendments to financing statements that Beneficiary may require to establish and maintain the validity and priority of Beneficiary’s security interest with respect to any Personal Property Collateral described or referred to herein. This Mortgage constitutes Deed of Trust shall constitute a security agreement under with respect to, and Grantor hereby grants to Beneficiary a security interest in, (a) any portion of the applicable Uniform Commercial Code Personal Property Collateral which may not be deemed to form part of the Real Property or may not constitute a fixture within the meaning of the Code, (b) all property described on any financing statement recorded or filed with respect to the Chattels security interest created hereunder, whether or not described herein, and (c) all replacements of, substitutions for and additions to such other of property and the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consentproceeds thereof. In addition to any other rights and remedies available to Beneficiary hereunder, Beneficiary shall have all the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestTo the extent permitted by law, Mortgagor shall promptly Grantor hereby authorizes Beneficiary to sign and file financing statements at its expense assemble any time in respect of any of the Chattels Personal Property Collateral, without such financing statements being executed by or on behalf of Grantor, but Grantor will however, at any time upon request of Beneficiary, execute, or cause to be executed, financing statements in respect of any Collateral. Grantor agrees to pay all filing and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expensesrecording fees, including fees for filing and recording continuation statements in connection with such financing statements, and to reimburse Beneficiary for all costs and expenses of any kind incurred in connection therewith, including, without limitation, attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as Deed of Trust constitutes a financing statement filed as a (fixture filing with respect to all fixtures included within filing). Grantor is the Mortgaged Property and is to be filed for record in the real estate records of each county where any part owner of the Mortgaged Property (including such fixtures) is situatedProperty. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a Information concerning the security interest created by this Deed of Trust may be perfected by obtained from Beneficiary, as secured party, at the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are address set forth on the first page 1 of this MortgageDeed of Trust. A carbonThe address of Grantor, photographic or other reproduction as debtor, is set forth on page 1 of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any Deed of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageTrust.

Security Agreement. This Mortgage constitutes both a real property mortgage and a "security agreement", within the meaning of the Uniform Commercial Code, and the Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. This Mortgage secures, and the obligations secured hereby include, future advances. All advances and indebtedness arising and accruing from time to time under the Credit Facility shall be secured hereby to the same extent as though the Credit Agreement and the other Credit Facility Documents were fully incorporated in this Mortgage. Under the Credit Agreement and the other Credit Facility Documents advances may be made and indebtedness may be incurred from time to time hereafter, but each such advance or indebtedness shall be secured hereby as if made on the date hereof. Mortgagor by executing and delivering this Mortgage has granted to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property, including, without limitation, FF&E. This Mortgage constitutes and is effective as a fixture filing as provided in Section 402 of Division 9 of the Uniform Commercial Code with respect Code, as to the Chattels and such other those portions of the Mortgaged Property which is personal propertyare or are to become fixtures as defined in the Uniform Commercial Code. Mortgagor agrees that it will not terminate or amend any financing statements filed If an Event of Default shall occur, Mortgagee, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly including, without limiting the generality of the foregoing, the right to take possession of the FF&E or any part thereof, and at its expense assemble the Chattels and to take such other personal property measures as Mortgagee may deem necessary for the care, protection and make preservation of the same available to Mortgagee at a convenient place acceptable to Mortgagee. FF&E. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, expenses (including reasonable attorneys’ ' fees, ) actually incurred or paid by Mortgagee in protecting its interest in the Chattels and such other personal property FF&E and in enforcing its rights hereunder with respect thereto. to the FF&E. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property FF&E sent to Mortgagor in accordance with the provisions hereof of this Mortgage at least seven (7) business days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to Mortgagor (except in the case of FF&E which is perishable or is of a type customarily sold on a recognized market, in which case such seven (7) business days' notice shall not be required), and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by Mortgagor within five (5) days prior to after receipt by Mortgagor of such action shall constitute reasonable notice to Mortgagornotice. The proceeds of any such sale or dispositiondisposition of the FF&E, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order order, priority and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproper.

Security Agreement. This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to all or any items of the Collateral that are or are to become fixtures under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon Mortgagee’s requestrequest or demand of Mortgagee after the occurrence and during the continuance of an Event of Default, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place reasonably acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, within ten (10) Business Days of demand therefor any and all expenses, including reasonable attorneys’ fees' fees and disbursements, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its sole discretion shall deem appropriateproper. This Mortgage In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall be effective notify Mortgagee thereof and promptly after Mortgagee's request shall execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all reasonable expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem reasonably necessary, and shall pay all reasonable expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations or other reproduction of decrease Mortgagor's rights under the Note, this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for and any of the purposes referred to in this Sectionother Loan Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial financing statementsor other statements signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. (a) This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor, by executing and delivering this Mortgage, has granted and hereby grants to Mortgagee, as security for the Indebtedness, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor agrees This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. As such, this Mortgage covers all items of the Collateral that it will not terminate are or amend any financing statements filed are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. (b) If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor Oneida shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including attorneys’ fees' fees and disbursements, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action action, shall constitute commercially reasonable notice to MortgagorOneida. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may shall be applied by Mortgagee to the payment of the indebtedness secured hereby Indebtedness in such order and proportions manner as Mortgagee in its discretion shall deem appropriate. This Mortgage shall may be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record provided in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.Collateral Agency

Security Agreement. This Mortgage constitutes Deed of Trust is both a real property deed of trust and a “security agreement under agreement” within the applicable meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other assets, rights and interests, whether tangible or intangible in nature, including all proceeds and products thereof, and all supporting obligations ancillary to or arising in any way in connection therewith, of Trustor in the Trust Property. It is the intent of Trustor, Beneficiary, and Trustee that the lien and security interest granted in this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code with respect be covered by the security interest granted in this Paragraph 27; and all items contained in the definition of “Leases” which are excluded from the Uniform Commercial Code be covered by the grant of a deed of trust lien against the Trust Property contained in this Deed of Trust. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary and Trustee, as security for the Debt, a security interest in the Trust Property to the Chattels full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the “Collateral”). Trustor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements, financing statement amendments and such other further assurances as Beneficiary may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Mortgaged Property which Uniform Commercial Code. As such, this Deed of Trust covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur that is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed then continuing, Beneficiary and Trustee, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary or Trustee may deem necessary for the care, protection and preservation of the Collateral. Upon Mortgagee’s requestrequest or demand of Beneficiary or Trustee, Mortgagor Trustor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee Beneficiary and Trustee at a convenient place acceptable to MortgageeBeneficiary. Mortgagor Trustor shall pay to Mortgagee Beneficiary and Trustee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including attorneys’ feesfees and disbursements, incurred or paid by Mortgagee Beneficiary and Trustee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary and Trustee with respect to the Chattels and such other personal property Collateral sent to Mortgagor Trustor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to MortgagorTrustor; provided that if Beneficiary fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the Uniform Commercial Code. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee Beneficiary in its sole discretion shall deem appropriateproper. This Mortgage shall be effective as Beneficiary may comply with any applicable state or federal law or regulatory requirements in connection with a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part disposition of the Mortgaged Property (including Collateral, and such fixtures) is situatedcompliance will not be considered or deemed to affect adversely the commercial reasonableness of any sale of the Collateral. This Mortgage Beneficiary may sell the Collateral without giving any warranties as to the Collateral, and specifically disclaim any warranties of title, merchantability, fitness for a specific purpose or the like, and this procedure will not be considered or deemed to affect adversely the commercial reasonableness of any sale of the Collateral. Trustor acknowledges that a private sale of the Collateral may result in less proceeds than a public sale, and Trustor acknowledges that the Collateral may be sold at a loss to Trustor, and that, in such event, Beneficiary shall also be effective as a financing statement with respect have no liability or responsibility to Trustor or any other Mortgaged Property as to which a security interest may be perfected by party for such loss. If Beneficiary shall require the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor additional Uniform Commercial Code financing statements, amendments thereto or continuation statements, Trustor shall, promptly after request, execute, file and Mortgagee are set forth on record such Uniform Commercial Code financing statements, amendments thereto or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the first page filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor’s obligations under the Note, this Deed of this Mortgage. A carbon, photographic Trust or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Sectionother Loan Documents. Mortgagor Trustor hereby irrevocably authorizes Mortgagee Beneficiary at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements with or without the signature of Trustor as authorized by applicable law, required including any statements describing the collateral as being all assets of Trustor, it being acknowledged that all such assets subject to establish the Uniform Commercial Code are intended to be included in the Collateral. For purposes of such filings, Trustor agrees to furnish promptly any information reasonably requested by Beneficiary. Trustor also hereby ratifies its authorization for Beneficiary to have filed any like initial financing statements, amendments thereto or maintain continuation statements if filed prior to the validitydate of this Deed of Trust. Trustor hereby irrevocably appoints Beneficiary and any officer or agent of Beneficiary, perfection with full power of substitution, as its true and priority lawful attorney-in-fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Trustor or in Trustor’s name to execute in Trustor’s name any such documents and to otherwise carry out the security interests granted purposes of this Paragraph, to the extent that Trustor’s authorization above is deemed not to be sufficient as a matter of law. To the extent permitted by law, Trustor hereby ratifies all acts said attorneys-in-fact shall lawfully do, have done in this Mortgagethe past or cause to be done in the future by virtue hereof.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby authorizes and irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, from and after the occurrence of an Event of Default Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon an Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee’s election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneysleast ten (10) days’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale and in accordance with applicable laws, the Property may, at the option of Mortgagee, be sold as a whole or in parts, as determined by Mortgagee in its sole discretion; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or (as Debtor under any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.Uniform Commercial Code) are: TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP

Security Agreement. This Mortgage With respect to the Personal Property or any portion of the Trust Estate which constitutes fixtures or other property governed by the UCC, this Deed of Trust shall constitute a security agreement under between Borrower, as the applicable Uniform Commercial Code with respect debtor, and Lender, as the secured party, and Borrower hereby grants to the Chattels and Lender a security interest in such other portion of the Mortgaged Property which is personal propertyTrust Estate. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the Cumulative of all other rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights conferred upon secured parties by the UCC. Borrower authorizes Lender to file financing statements with respect to the security interest of Lender, continuation statements with respect thereto, and any amendments to such financing statements which may be necessitated by reason of any of the changes described in Section 4.C of the Loan Agreement. Furthermore, at any time, and from time to time, Borrower will execute and deliver to Lender all financing statements that may from time to time be required by Lender to establish and maintain the validity and priority of the security interest of Lender, or any modification thereof. Lender may exercise any or all of the remedies of a secured party available to it under the UCC with respect to such property. If, upon the occurrence and during the continuance of an Event of Default, Lender proceeds to dispose of such property in accordance with the provisions of the UCC, 10 days’ notice by Lender to Borrower shall be deemed to be reasonable notice under any provision of the UCC requiring such notice; provided, however, that Lender may at its option dispose of such property in accordance with Lender’s rights and remedies with respect to the Chattels and such other personal real property as are granted pursuant to a secured party the provisions of this Deed of Trust, in lieu of proceeding under the applicable Uniform Commercial CodeUCC. Upon Mortgagee’s request, Mortgagor shall promptly Borrower represents that its exact legal name and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest state of formation or organization are as set forth in the Chattels and such other personal property and first paragraph of this Deed of Trust. Borrower agrees that, notwithstanding any provision in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect the UCC to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action contrary, Borrower shall constitute reasonable notice to Mortgagor. The proceeds not file a termination statement of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing by Lender in connection with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by granted under this Deed of Trust if Lender reasonably objects to the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgagetermination statement.

Security Agreement. This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. All or part of the Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in connection with the Loan without real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Mortgaged Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial CodeCode (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as Mortgagee shall determine in its discretion sole discretion. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall deem appropriate. This Mortgage notify Mortgagee thereof and, promptly after request, shall be effective execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor's obligations under this Mortgage or any the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionRelevant Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial UCC financing statementsstatements (or related documents) signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable lawthis Mortgage, required such appointment to establish or maintain terminate upon the validity, perfection and priority release of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes is both a real property mortgage/deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. All or part of the Mortgaged Property is or is to become "FIXTURES" as defined in connection with the Loan without Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as Mortgagee shall determine in its discretion sole discretion. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall deem appropriate. This Mortgage notify Mortgagee thereof and, promptly after request, shall be effective execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor's obligations under this Mortgage or any the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionRelevant Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial UCC financing statementsstatements (or related documents) signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable lawthis Mortgage, required such appointment to establish or maintain terminate upon the validity, perfection and priority release of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes shall constitute a security agreement under as defined in the applicable Uniform Commercial Code with respect ("Code"). Any systems or fixtures installed in or used in the Premises are to be used by the Chattels Mortgagor solely for Mortgagor's business purposes or as the systems and fixtures leased or furnished by the Mortgagor, as landlord, to tenants of the Premises and such other equipment or fixtures will be kept at the buildings on the Premises and will not be removed therefrom without the consent of the Mortgaged Property which is personal property. Mortgagor agrees that it Mortgagee and may be affixed to such buildings but will not terminate or amend be affixed to any financing statements filed in connection with the Loan without Mortgagee’s prior consentother real estate. In addition to the rights and The remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights Mortgagee hereunder are cumulative and separate, and the exercise of any one or more of the remedies with respect to the Chattels and such other personal property as are granted to a secured party provided for herein or under the applicable Uniform Commercial CodeCode shall not be construed as a waiver of any of the other rights of the Mortgagee including having any non-realty items of the Premises deemed part of the realty upon any foreclosure thereof. Upon Mortgagee’s requestIf notice to any party of the intended disposition of the Premises is required by law in a particular instance, Mortgagor such notice shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof be deemed commercially reasonable if given at least five ten (510) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, intended disposition and may be applied given by Mortgagee advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in foreclose the real estate records property or may be given by private notice if such parties are known to Mortgagee. Neither the grant of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by pursuant to this Mortgage nor the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on pursuant to the first page of this Mortgage. A carbon, photographic or other reproduction Code shall ever impair the stated intention of this Mortgage that all Personal Property, Rents, Leases and Profits and Judgments and Awards comprising the Premises and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the real property mortgaged hereunder irrespective of whether such item is physically attached to the real property or any other financing statement relating such item is referred to this Mortgage shall be sufficient as or reflected in a financing statement for any of the purposes referred to in this Sectionstatement. Mortgagor hereby irrevocably authorizes Mortgagee at any time and will on demand deliver all financing statements that may from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized be required by applicable law, required Mortgagee to establish or maintain and perfect the validity, perfection and priority of Mortgagee's security interest in the Premises and shall pay all expenses incurred by Mortgagee in connection with the renewal or extensions of any financing statements executed in connection with the Premises; and shall give advance written notice of any proposed change in Mortgagor's name, identity or structure and will execute and deliver to Mortgagee prior to or concurrently with such change all additional financing statements that Mortgagee may require to establish and perfect the priority of Mortgagee's security interests granted in this Mortgageinterest.

Security Agreement. This Mortgage constitutes shall constitute a security agreement under Article 9 of the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Personal Property which is personal propertycovered by this Mortgage. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition Pursuant to the rights applicable Granting Clauses hereof, Mortgagor has granted Mortgagee a security interest in the Personal Property and remedies granted in all additions and accessions thereto, substitutions therefor and proceeds thereof for the purpose of securing all Obligations now or hereafter secured by this Mortgage. The following provisions relate to Mortgagee by other applicable law such security interest: (1) The Personal Property includes all now existing or herebyhereafter acquired or arising equipment, Mortgagee shall have all of inventory, accounts, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, commercial tort claims, supporting obligations and general intangibles now or hereafter used or procured for use on the rights and remedies with respect Premises or otherwise relating to the Chattels and such other personal property as are granted Premises. If Mortgagor shall at any time acquire a commercial tort claim relating to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestPremises, Mortgagor shall promptly immediately notify Mortgagee in a writing signed by Mortgagor of the brief details thereof and at its expense assemble the Chattels and such other personal property and make the same available grant to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by therein and in the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. proceeds thereof. (2) Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements, statements and amendments thereto that (a) indicate the collateral as “all assets used or procured for use or otherwise relating to” the Premises or words of similar effect, or as being of equal or lesser scope or in greater detail, and continuation to indicate the Premises as defined, or in a manner consistent with the term as defined, in this Mortgage and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the filing office for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether Mortgagor is an organization, the type of organization and any organizational identification number issued to Mortgagor. Mortgagor agrees to provide any such information to Mortgagee promptly upon request. Mortgagor also ratifies its authorization for Mortgagee to have filed in any filing office in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Mortgagor shall pay to Mortgagee, from time to time, upon demand, any and all costs and expenses MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT 096780 000064 DALLAS 2814275.4 Loan No. 374-0366 incurred by Mortgagee in connection with the filing of any such initial financing statements and amendments, including attorneys’ fees and all disbursements. Such costs and expenses shall bear interest at the Increased Rate from the date paid by Mortgagee until the date repaid by Mortgagor and such costs and expenses together with such interest, shall be part of the Obligations and shall be secured by this Mortgage. (3) Mortgagor shall any time and from time to time take such steps as authorized by applicable law, Mortgagee may reasonably request for Mortgagee to obtain “control” of any Personal Property for which control is a permitted or required method to establish perfect or maintain the validity, perfection and to insure priority of the security interests interest in such Personal Property granted hereby. (4) Upon the occurrence of an Event of Default, Mortgagee shall have the rights and remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity or under this Mortgage. (5) This Mortgage also constitutes a fixture filing. (6) If Mortgagor does not have an organizational identification number and later obtains one, Mortgagor shall forthwith notify Mortgagee of such organizational identification number. (7) Terms defined in the Code and not otherwise defined in this Mortgage have the same meanings in this Section 1.10D as are set forth in the Code. In the event that a term is used in Article 9 of the Code and also in another Article of the Code, the term used in this Section 1.10D is that used in Article 9. The term “control”, as used in this Paragraph, has the meaning given in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the Code, as applicable.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein and subject to the rights of tenant under the Percentage Lease and the terms and provisions thereof, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee’s election. Any disposition of the Collateral following the occurrence and continuance of an Event of Default may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneysleast ten (10) days’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: WACHOVIA BANK, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsNATIONAL ASSOCIATION ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ PMB 35-123 Loan Number: ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code and creates a security interest in all that property (and the proceeds thereof) of Mortgagor included in the Mortgaged Property which might otherwise be deemed “personal property.” Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements or other security agreements Mortgagee may require from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the Chattels foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such other instruments for and on behalf of Mortgagor. All costs of such Exhibit 10.9 filing and refiling shall be paid by Mortgagor. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is personal deemed “real property. Mortgagor agrees that it will not terminate ,” any proceedings to foreclose this Mortgage or amend any financing statements filed in connection with its satisfaction of record, the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee terms hereof shall have all of the rights and remedies survive as a security agreement with respect to the Chattels security interest created hereby and such other personal property referred to above until the repayment or satisfaction in full of the obligations of Mortgagor as are granted to a secured party under now or hereafter evidenced by the applicable Uniform Commercial CodeNote. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by Notwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records normally pertaining to personal property, all of the Mortgaged Property, for all purposes and may in all proceedings, legal or equitable, shall be regarded, at Mortgagee’s option (to the extent permitted by law), as part of the Real Property whether or not any such item is physically attached to the Real Property or Improvements or serial numbers are used for the better identification of certain items. The mention in any such financing statement of any of the Mortgaged Property shall never be construed as in any way altering any of the rights of Mortgagee or adversely affecting the priority of the lien granted hereby or by any other Loan Document, but such mention in the financing statement is hereby declared to be for the protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee’s priority of interest, to be effective against any third party, including the federal government and any authority or agency thereof, must be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this MortgageUniform Commercial Code records. A carbon, photographic or other reproduction of this Mortgage or of any other financing statement relating to this Mortgage signed by Mortgagor in connection herewith shall be sufficient as a financing statement for any of the purposes referred and may be filed to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of perfect the security interests granted in interest created hereby. The Mortgaged Property includes goods which are or are to become fixtures and this MortgageMortgage is intended to serve as a fixture filing under the Pennsylvania Uniform Commercial Code.

Security Agreement. This Mortgage constitutes a mortgage and a "security agreement under the applicable Uniform Commercial Code agreement" between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the tinder any applicable Uniform Commercial Code. Upon Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s request's reasonable attorneys' fees and legal expenses), Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, together with interest thereon at the Default Interest Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, from the date incurred by Mortgagee in protecting its interest in until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the Chattels and such other personal property and in enforcing its rights with respect theretoLoan Documents securing all or any part of the indebtedness evidenced by the Note. Any If notice of saleis required by law, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to shall give Mortgagor in accordance with the provisions hereof at least five ten (510) days prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such action notice is sent to Mortgagor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) hi the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole; and It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any safe pursuant to the provisions of this Section 1.22 is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part Mortgagee. Mortgagor will not change the principal place of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing business or recording office. The respective mailing addresses of Mortgagor and Mortgagee are chief executive office set forth on below, or change the first page state of this Mortgageits organization or registration, or change its name, without in each instance the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, delayed or conditioned. A carbonMortgagee's consent will, photographic or however, be conditioned upon, among other reproduction things, the execution and delivery(,) of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial additional- financing statements, amendments thereto security agreements and continuation statements other instruments which may be necessary to effectively evidence or perfect Mortgagee's security interest in the Collateral as authorized by a result of such changes. The name, principal pla of business and chief executive office of Mortgagor (as Debtor under any applicable lawUniform Commercial Code), required to establish or maintain the validity, perfection and priority as of the security interests granted in this Mortgagedate hereof, are: Thor Chestnut Hill, L.P. c/o Thor Equitie▇, ▇▇▇ ▇▇9 Fifth Avenue New York, New York 10010 ▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Thor Chest▇▇▇ ▇▇▇▇ ▇, ▇.P. c/o Thor Equit▇▇▇, ▇▇▇ 139 Fifth Avenue New York, New York 10010 ▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇e name and address of ▇▇▇▇▇▇▇▇▇ (▇▇ Secur▇▇ ▇▇▇▇▇ ▇nder any applicable Uniform Commercial Code), as of the date hereof, are: Column Financial, Inc. Eleven Madison Avenue 9th Floor N▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with With respect to the Chattels and such other Personal Property or any portion of the Mortgaged Property which is personal propertyconstitutes fixtures or other property governed by the UCC, this Mortgage shall constitute a security agreement between Borrower, as the debtor, and Lender, as the secured party, and Borrower hereby grants to Lender a security interest in such portion of the Mortgaged Property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the Cumulative of all other rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights conferred upon secured parties by the UCC. Borrower authorizes Lender to file financing statements with respect to the security interest of Lender, continuation statements with respect thereto, and any amendments to such financing statements which may be necessitated by reason of any of the changes described in Section 6.C of the Loan Agreement. Furthermore, at any time, and from time to time, Borrower will execute and deliver to Lender all financing statements that may from time to time be required by Lender to establish and maintain the validity and priority of the security interest of Lender, or any modification thereof. Lender may exercise any or all of the remedies of a secured party available to it under the UCC with respect to such property. If, upon the occurrence and during the continuance of an Event of Default, Lender proceeds to dispose of such property in accordance with the provisions of the UCC, 10 days' notice by Lender to Borrower shall be deemed to be reasonable notice under any provision of the UCC requiring such notice; provided, however, that Lender may at its option dispose of such property in accordance with Lender's rights and remedies with respect to the Chattels and such other personal real property as are granted pursuant to a secured party the provisions of this Mortgage, in lieu of proceeding under the applicable Uniform Commercial CodeUCC. Upon Mortgagee’s request, Mortgagor shall promptly Borrower represents that its exact legal name and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest state of formation or organization are as set forth in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page paragraph of this Mortgage. A carbonBorrower agrees that, photographic or other reproduction notwithstanding any provision in the UCC to the contrary, Borrower shall not file a termination statement of any financing statement filed by Lender in connection with any security interest granted under this Mortgage or any other financing statement relating if Lender reasonably objects to this Mortgage shall be sufficient as a financing statement for any the filing of the purposes referred to in this Sectionsuch termination statement. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.13

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Colateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest and Mortgagor. Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for th rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Quarterdeck Apartments LLC c/o Dorrie E. Green, CFO 624 Ellis Street, 2{nd} ▇▇▇▇▇ ▇▇▇▇▇▇▇, Georgia 30901 The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: First Union National Bank One First Union Center, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsDC6 Charlotte, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.North Caroli▇▇ ▇▇▇▇▇-▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s 's prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s 's request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate LoansRate, any and all expenses, including reasonable attorneys’ ' fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. (a) This Mortgage constitutes Instrument shall constitute a security agreement under pursuant to the applicable Uniform Commercial Code with respect (“UCC”) for the Leasehold Fixtures, and Mortgagor hereby grants to Mortgagee a security interest in the Chattels and such Leasehold Fixtures. Any reproduction of this Instrument or of any other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate security agreement or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consentstatement shall be sufficient as a financing statement. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebyaddition, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, UCC as well as other rights and remedies available at law or in equity. (b) Mortgagor shall promptly agrees to execute and at its expense assemble the Chattels and such other personal property and make the same available deliver to Mortgagee at any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Instrument in such form as Mortgagee may require to perfect a convenient place acceptable security interest with respect to Mortgageethe Leasehold Fixtures. In addition, Mortgagee is hereby authorized to file financing statements naming itself as secured party, and ▇▇▇▇▇▇▇▇▇ as debtor, with respect to the Leasehold Fixtures. ▇▇▇▇▇▇▇▇▇ hereby authorizes and empowers Mortgagee and irrevocably appoints Mortgagee its agent and attorney-in-fact to execute and file, on Mortgagor’s behalf, all financing statements and refilings and continuations thereof as Mortgagee deems necessary or advisable to create, preserve and protect such lien. Mortgagor shall pay all costs (including, without limitation, legal fees) of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements as Mortgagee may reasonably require. Without limitation of the foregoing, if an Event of Default occurs, Mortgagee shall be entitled immediately to exercise all remedies available to it under the UCC, in addition to all remedies provided herein or existing under applicable law. In exercising its remedies, Mortgagee on demand, with interest at may exercise its remedies against the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property Leasehold Fixtures separately or together and in enforcing its any order, without in any way affecting the availability of Mortgagee’s other remedies hereunder and/or under applicable law. (c) Any party to any contract subject to the security interest granted herein shall be entitled to rely on the rights with respect thereto. Any of Mortgagee without the necessity of any further notice of sale, disposition or other intended action by ▇▇▇▇▇▇▇▇▇. Mortgagee shall not by reason of this Instrument or the exercise of any right granted hereby be obligated to perform any obligation of Mortgagor with respect to any portion of the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action Leasehold Fixtures nor shall constitute reasonable notice to Mortgagor. The proceeds of Mortgagee be responsible for any such sale or dispositionact committed by ▇▇▇▇▇▇▇▇▇, or any part thereofbreach or failure to perform by Mortgagor with respect to any portion of the Leasehold Fixtures. (d) Mortgagor shall not, without the prior written consent of Mortgagee, sell, assign, transfer, encumber, remove or permit to be removed from the Property any of the Leasehold Fixtures. So long as no Event of Default exists, Mortgagor may be applied by Mortgagee sell or otherwise dispose of the Leasehold Fixtures when obsolete, worn out, inadequate or unserviceable, but only upon replacing the same with other Leasehold Fixtures at least equal in value and utility to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriatedisposed Leasehold Fixtures. This Mortgage Any replacement or substituted Leasehold Fixtures shall be effective as a financing statement filed as a fixture filing subject to the security interest granted herein. (e) To the extent permitted by law, ▇▇▇▇▇▇▇▇▇ and Mortgagee agree that with respect to all items of Leasehold Fixtures which are or will become fixtures included within on the Mortgaged Property and is to be filed for record Land, this Instrument, upon recording or registration in the real estate records of each county where any part the proper office, shall constitute a “fixture filing” within the meaning of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageUCC.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code ------------------ between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, corporate structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any default hereunder not cured within any applicable grace or cure period, Mortgagee shall have the rights and remedies as prescribed in the Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Loan Agreement. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Cardiac Control Systems, Inc. Three ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: Coast Business Credit ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may reasonably request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly and at its expense assemble deliver the Chattels same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of, business or mailing address of Mortgagor within ten (10) days (or thirty (30) days, if the change is a change of principal place of business or mailing address and such place or address remains within the County of New York) of the effective date of any such change. Upon an Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other personal Loan Documents securing all or any part of the indebtedness evidenced by the Note. Subject to the rights of tenants under the Leases, Mortgagee shall have the right to enter upon the Land and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such property and make the same it available to Mortgagee at the Land, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole or in parts, as determined by Mortgagee in its sole discretion; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: ▇▇▇▇(NH)QRS 16-3, INC. c/o W.P. ▇▇▇▇▇ & Co. LLC, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: CIBC INC., photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsDelaware corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law▇▇▇ ▇▇▇▇▇ Attn: Real Estate Finance Group ▇▇▇ ▇▇▇▇, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes is both a mortgage and grant of real property and a grant of a security agreement under interest in personal property, and shall constitute and serve as a "Security Agreement" (a) with regard to fixtures, within the applicable meaning of the New York Uniform Commercial Code (the "NY UCC") and (b) with regard to personal property, within the meaning of the Delaware Uniform Commercial Code (the "DE UCC"). The Mortgagor hereby grants unto the Mortgagee a security interest in and to all the Mortgaged Property described in this Mortgage that is not real property, and simultaneously with the recording of this Mortgage, the Mortgagor has filed or will file, or has caused or will cause to be filed, UCC financing statements, and will file continuation statements prior to the lapse thereof, at the appropriate offices in the State of Delaware to perfect the security interest granted by this Mortgage in all the Mortgaged Property that is not real property. The Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform each and every act and thing requisite and necessary to be done to perfect the security interest hereby granted. The Mortgagor hereby authorizes the Mortgagee to file one or more financing or continuation statements and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Mortgagor where permitted by applicable Requirements of Law. The Mortgagee shall have all rights with respect to the Chattels and such other part of the Mortgaged Property which that is personal propertythe subject of a security interest afforded by the NY UCC and the DE UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition agrees, to the rights and remedies granted to Mortgagee extent permitted by other applicable law or herebyRequirements of Law, Mortgagee shall have that: (i) all of the rights and remedies with respect goods described within the definition of the word "Personal Property" are or are to become fixtures on the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest Land; (ii) this Mortgage upon filing or recording in the Chattels and such other personal office designated for the filing or recording of a record of a mortgage on related real property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a "fixture filing with respect to all fixtures included filing" within the Mortgaged Property meaning of Sections 9-102 and is to be filed for record in the real estate records of each county where any part 9-502 of the Mortgaged Property UCC, and in accordance with Section 9-501 of the NY UCC and (including such fixturesiii) the Mortgagor is situatedthe record owner of the Premises. This Additionally, this Mortgage shall also be effective as constitute a financing statement with respect to any other Mortgaged Property covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, as to which a security interest may be perfected by the filing of a financing statement and may such, shall be filed as such or recorded in any appropriate the office designated for the filing or recording officeof a record of a mortgage on related real property and the office of the Delaware Secretary of State. The respective mailing addresses registration number assigned to the Mortgagor by the Secretary of Mortgagor and Mortgagee are set forth on the first page State of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageDelaware is 3011018.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with With respect to the Chattels and such other any portion of the Mortgaged Property which is constitutes personal property. , fixtures or other property governed by the Uniform Commercial Code as adopted in the State of Florida ("UCC"), this Mortgage shall constitute a security agreement between Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with as the Loan without Mortgagee’s prior consent. In addition to Debtor and Mortgagee as the rights Secured Party, and remedies granted Mortgagor hereby grants to Mortgagee by a security interest in such portion of the Mortgaged Property and all cash or non-cash proceeds thereof (including insurance proceeds). Cumulative of all other applicable law or herebyrights of Mortgagee hereunder, Mortgagee shall have all of the rights and remedies with respect to conferred upon secured parties by the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial CodeUCC. Upon request of Mortgagee’s request, Mortgagor shall promptly and shall, at its expense expense, assemble the Chattels and such other personal property and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay M▇▇▇▇▇▇▇▇ will execute and deliver to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred financing statements that may from time to time be required by Mortgagee in protecting its to establish and maintain the validity and priority of the security interest in of Mortgagee, or any modification thereof, and pay all costs and expenses of any searches reasonably required by Mortgagee. Mortgagee may exercise any or all of the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice remedies of sale, disposition or other intended action by Mortgagee a secured party available to it under the UCC with respect to the Chattels such property, and it is expressly agreed that if upon an Event of Default Mortgagee should proceed to seize, take possession of and dispose of such other personal property sent to Mortgagor in accordance with the provisions hereof at least five of the UCC or other applicable law, ten (510) days prior to such action shall constitute reasonable days' notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment Mortgagor shall be deemed to be reasonable notice under any provision of the indebtedness secured hereby UCC or other applicable law requiring such notice; provided, however, that Mortgagee may at its option dispose of such property in such order accordance with Mortgagee's rights and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing remedies with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of property pursuant to the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page provisions of this Mortgage. A carbon, photographic in lieu of proceeding under the UCC or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Mortgage constitutes and included as part of the Collateral, this Mortgage is hereby made and declared to be a security agreement under encumbering each and every item of personal property and fixtures now or hereafter owned by Mortgagor and included herein as a part of the applicable Collateral, in compliance with the provisions of the Uniform Commercial Code with respect as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to the Chattels Mortgagee, as "Secured Party", a security interest in and such other to all of the Mortgaged Property property now or hereafter owned by Mortgagor which is constitutes the personal propertyproperty and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Mortgagor agrees that it will not terminate Mortgagee may file this Mortgage, or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebya reproduction thereof, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition real estate records or other intended action by Mortgagee with respect to the Chattels appropriate index, as, and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as deemed to be, a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situatedfiling. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other Any reproduction of this Mortgage or of any other security agreement or financing statement relating to this Mortgage shall be sufficient as a financing statement for statement. In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon Mortgagee's request, any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time other security agreement and from time to time to file any initial financing statements, as well as extensions, renewals, and amendments thereto thereof, and continuation reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing statements as authorized by applicable lawand any extensions, required renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to establish be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence of an Event of Default under this Mortgage, or maintain any other violation of the validitycovenants, perfection terms and priority conditions of the security interests granted agreement contained herein, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Mortgage shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. This Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Mortgage constitutes and included as part of the Collateral, this Mortgage is hereby made and declared to be a security agreement under encumbering each and every item of personal property and fixtures now or hereafter owned by Mortgagor and included herein as a part of the applicable Collateral, in compliance with the provisions of the Uniform Commercial Code with respect as enacted in the State. In this respect, Mortgagor, as “Debtor”, expressly grants to the Chattels Mortgagee, as “Secured Party”, a security interest in and such other to all of the Mortgaged Property property now or hereafter owned by Mortgagor which is constitutes the personal propertyproperty and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Mortgagor agrees that it will not terminate Mortgagee may file this Mortgage, or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebya reproduction thereof, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition real estate records or other intended action by Mortgagee with respect to the Chattels appropriate index, as, and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as deemed to be, a financing statement filed as a fixture filing in accordance with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part Section 554.9502 of the Mortgaged Property (including such fixtures) is situatedIowa Code. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other Any reproduction of this Mortgage or of any other security agreement or financing statement relating to this Mortgage shall be sufficient as a financing statement for statement. In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon Mortgagee’s request, any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time other security agreement and from time to time to file any initial financing statements, as well as extensions, renewals, and amendments thereto thereof, and reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Except as permitted by the Credit Agreement, without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence and during the continuation statements as authorized by applicable lawof an Event of Default under this Mortgage, required the Mortgagee shall have and shall be entitled to establish or maintain the validity, perfection exercise any and priority all of the security interests granted rights and remedies (i) as prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee’s sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Property conveyed hereby. Mortgagor warrants that Mortgagor’s name, identity and address are as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Mortgage shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. In accordance with Section 554.9515 of the Iowa Code, this Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This Mortgage Security Deed constitutes both a deed to secure debt and a "security agreement under the applicable Uniform Commercial Code agreement" between Borrower and Lender with respect to the Chattels and such Collateral in which Lender is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor Borrower hereby irrevocably authorizes Mortgagee Lender at any time and from time to time to prepare, file of record in any initial Uniform Commercial Code jurisdiction or otherwise effectuate new financing statements or financing statement amendments which (a) indicate the Collateral (i) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of any applicable Uniform Commercial Code, or (ii) by any other description which reasonably approximates the description contained in this Security Deed, and (b) provide any other information required by part 5 of Article 9 of any applicable Uniform Commercial Code, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Borrower agrees to furnish any such information to Lender promptly upon the Lender's request. Borrower specifically agrees that Lender may cause such financing statements and financing statement amendments to be filed without any signature of a representative of the Borrower appearing thereon, where such filings are permitted by applicable law. Borrower hereby further agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Borrower to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Lender may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Borrower also ratifies its authorization for Lender to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Lender's reasonable attorneys' fees and continuation statements as authorized legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by applicable Lender until actually paid by Borrower, shall be paid by Borrower on demand and shall be secured by this Security Deed and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Notes. If notice is required by law, required to establish or maintain the validity, perfection and priority Lender shall give Borrower at least ten (10) days' prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such notice is sent to Borrower, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Borrower. No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Lender, be sold as a whole; (b) It shall not be necessary that Lender take possession of the aforementioned Collateral, or any part thereof, prior to the time that any sale pursuant to the provisions of this Section 1.22 is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the sending of notices and the conduct of the sale, but in the name and on behalf of Lender. Borrower will not change the principal place of business or chief executive office set forth below, or change the state of its organization or registration, or change its name, without in each instance, the prior written consent of Lender. Lender's consent will, however, be conditioned upon, among other things, the execution and delivery of additional financing statements, security interests granted agreements and other instruments which may be necessary to effectively evidence or perfect Lender's security interest in this Mortgage.the Collateral as a result of such changes. The name, principal place of business and chief executive office of Borrower (as Debtor under any applicable Uniform Commercial Code), as of the date hereof, are: Sun Countryside Lake Lanier ▇▇▇ 27777 ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with With respect to the Chattels and such other Personal Property or any portion of the Mortgaged Property which is personal propertyconstitutes fixtures or other property governed by the UCC, this Mortgage shall constitute a security agreement between Borrower, as the debtor, and Lender, as the secured party, and Borrower hereby grants to Lender a security interest in such portion of the Mortgaged Property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the Cumulative of all other rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights conferred upon secured parties by the UCC. Borrower authorizes Lender to file financing statements with respect to the security interest of Lender, continuation statements with respect thereto, and any amendments to such financing statements which may be necessitated by reason of any of the changes described in Section 6.C of the Loan Agreement. Furthermore, at any time, and from time to time, Borrower will execute and deliver to Lender all financing statements that may from time to time be required by Lender to establish and maintain the validity and priority of the security interest of Lender, or any modification thereof. Lender may exercise any or all of the remedies of a secured party available to it under the UCC with respect to such property. If, upon the occurrence and during the continuance of an Event of Default, Lender proceeds to dispose of such property in accordance with the provisions of the UCC, 10 days' notice by Lender to Borrower shall be deemed to be reasonable notice under any provision of the UCC requiring such notice; provided, however, that Lender may at its option dispose of such property in accordance with Lender's rights and remedies with respect to the Chattels and such other personal real property as are granted pursuant to a secured party the provisions of this Mortgage, in lieu of proceeding under the applicable Uniform Commercial CodeUCC. Upon Mortgagee’s request, Mortgagor shall promptly Borrower represents that its exact legal name and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest state of formation or organization are as set forth in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page paragraph of this Mortgage. A carbonBorrower agrees that, photographic or other reproduction notwithstanding any provision in the UCC to the contrary, Borrower shall not file a termination statement of any financing statement filed by Lender in connection with any security interest granted under this Mortgage or any other financing statement relating if Lender reasonably objects to this Mortgage shall be sufficient as a financing statement for any the filing of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgagesuch termination statement.

Security Agreement. This Mortgage creates a security interest in the Fixtures, and, to the extent the Fixtures are not real property, this Mortgage constitutes a security agreement from Mortgagor to Mortgagee under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consentState. In addition to the all of its other rights under this Mortgage and remedies granted to Mortgagee by other applicable law or herebyotherwise, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestCode of the State, Mortgagor shall promptly and at its expense assemble as in effect from time to time, or under the Chattels and such Uniform Commercial Code in force from time to time in any other personal property and make state to the extent the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriateis applicable Law. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on in the first page opening paragraph of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable lawLaw, reasonably required by Mortgagee to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.. The foregoing authorization includes ▇▇▇▇▇▇▇▇▇’s irrevocable authorization for Mortgagee at any time and from time to time to file any initial financing statements and amendments thereto that indicate the Fixtures (a) as “all assets” of Mortgagor or words of similar effect, regardless of whether any particular asset comprised in the Fixtures falls within the scope of the Uniform Commercial Code of the State or the jurisdiction where the initial financing statement or amendment is filed, or (b) as being of an equal or lesser scope or with greater detail. Debtor: Hardeeville Public Facilities Corporation ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Hardeeville, South Carolina 29927 Attn: Chairman Secured Party: ▇▇▇▇▇▇▇ Bank, National Association ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Public Sector Finance

Security Agreement. This Mortgage constitutes shall constitute a security agreement under as defined in the applicable Uniform Commercial Code with respect to as adopted in the Chattels and such other of jurisdiction in which the Mortgaged Property which is personal property. located (hereinafter referred to as the “Code”), and Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted hereby grants to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by within the filing meaning of a financing statement and may be filed as such the Code in any appropriate filing or recording office. The respective mailing addresses favor of Mortgagor and Mortgagee are set forth on the first page Chattels, the Improvements, the Rents, the Leases and all other property rights, and the proceeds of this Mortgage. A carbon, photographic or other reproduction the foregoing as described in the granting clause of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes (hereinafter referred to in this Sectionas the “Collateral”). Mortgagor hereby irrevocably authorizes Mortgagee at any time and or from time to time to file any initial financing statements, amendments thereto and continuation statements (“Financing Statements”) with or without signature of Mortgagor as authorized by applicable law, required as applicable to establish the Mortgaged Property. For purposes of such filings, Mortgagor agrees to furnish any information requested Mortgagee promptly upon request by Mortgagee. Mortgagor and Mortgagee agree that the filing of a Financing Statement in the records normally having to do with personal property shall never be construed as in any way derogating from or maintain impairing (a) this Mortgage or the validityrights or obligations under it or (b) the express declaration and intention of the parties, perfection hereinabove stated, that everything used in connection with the Mortgaged Property and/or adapted for use therein and/or which is described or reflected in this Mortgage is and, at all times and for all purposes and in all proceedings both legal or equitable, shall be regarded as part of the real estate encumbered by this Mortgage irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Mortgagee or (iii) any such item is referred to or reflected in any such Financing Statement so filed at any time. Similarly, the mention in any such Financing Statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Mortgagor’s interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of Mortgagee as determined by this instrument or impugning the priority of Mortgagee’s lien granted hereby or by any other recorded document, but such mention in the security interests granted Financing Statement is declared to be solely for the protection of Mortgagee in this Mortgagethe event any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses that notice of Beneficiary’s priority of interest to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government, must be filed in the Uniform Commercial Code records.

Security Agreement. This Mortgage constitutes both a real property mortgage and a "security agreement under agreement" within the applicable meaning of the Uniform Commercial Code with respect of the State of New Jersey and the Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor, by executing and delivering this Mortgage, has granted to Mortgagee, as security for the Chattels and Debt, a security interest in such other of the Mortgaged Property which as is personal propertygoverned by the Uniform Commercial Code. Mortgagor agrees that it will not terminate or amend any financing statements filed Upon the occurrence and continuation of an Event of Default hereunder, Mortgagee, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial CodeCode including, without limiting the generality of the foregoing, the right to take possession of such of the Mortgaged Property as is governed by the Uniform Commercial Code personally, through an agent or by means of a court-appointed receiver, and to take such other measures as Mortgage may deem necessary for the care, protection and preservation of such part of the Mortgaged Property. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble such of the Chattels and such other personal property Mortgaged Property as is governed by the Uniform Commercial Code and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including reasonable legal expense and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Mortgaged Property herein granted and in enforcing its rights hereunder with respect theretoto such part of the Mortgaged Property. Any notice of sale, disposition or other intended action by Mortgagee with respect to such part of the Chattels and such other personal property Mortgaged Property sent to Mortgagor in accordance with the provisions hereof of this mortgage at least five (5) days prior to the date of any such action sale, disposition or other action, shall constitute reasonable notice to Mortgagor. The proceeds , and the method of any such sale or disposition, disposition or any part thereof, may other intended action set forth or specified in such notice shall conclusively be applied by Mortgagee deemed to be commercially reasonable within the payment meaning of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred Uniform Commercial Code unless objected to in this Section. writing by Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized within three (3) days after receipt by applicable law, required to establish or maintain the validity, perfection and priority Mortgagor of the security interests granted in this Mortgagesuch notice.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code in effect in the state where the Real Estate is situated and Mortgagor hereby grants to Mortgagee a security interest in all that property (and the proceeds thereof) included in the Mortgaged Property which might be deemed "personal property". Mortgagor shall deliver or file and refile any financing statements, continuation statements, or other security agreements Mortgagee may request from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the Chattels foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney in fact for Mortgagor to deliver and file such other instruments for and on behalf of Mortgagor. Mortgagor shall not change its principal place of business or state of organization without giving Mortgagee at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements in the same form as the financing statements delivered to Mortgagee on the date hereof except for the change of address. Mortgagor covenants to retain all of the Mortgaged Property within the county in which the Real Estate is personal propertylocated, other than equipment which may be removed in the ordinary course of business. Mortgagor agrees that it will not terminate or amend Upon any financing statements filed Event of Default under this Mortgage, Mortgagee shall have, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies granted to Mortgagee by other applicable law or herebyunder the Loan Documents, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial CodeCode with respect to all personal property. Mortgagor agrees that the personal property is not and will not be used or acquired for personal, family or household purposes. Upon Mortgagee’s requestan Event of Default under this Mortgage, (i) Mortgagee may require Mortgagor shall promptly and at its expense to assemble the Chattels and such other personal property and make the same available to Mortgagee or any portion thereof, at a place designated by Mortgagee and reasonably convenient place acceptable to both parties, and promptly to deliver such personal property to Mortgagee. Mortgagor , or an agent or representative designated by it, (ii) Mortgagee, and its agents and representatives shall pay have the right to enter upon the Mortgaged Property to exercise Mortgagee's rights hereunder, and (iii) Mortgagee on demandmay sell, lease or otherwise dispose of the personal property at public sale, with interest or without having the personal property at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice place of sale, disposition and upon such terms and in such manner as Mortgagee may determine. Mortgagee may be a purchaser at any such sale. Unless the personal property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor ten (10) days' prior written notice of the time and place of any public sale of the personal property or other intended action disposition thereof, and Mortgagor agrees that such notice is reasonable. To the extent permitted by law, Mortgagor and Mortgagee agree that the items set forth on the financing statements shall be treated as part of the Real Estate and Improvements regardless of the fact that such items are set forth in the financing statement. Such items are contained in the financing statements to create a security interest in favor of Mortgagee in the event such items are determined to be personal property under the law. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is deemed "real property", any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the Chattels security interest created hereby and such other personal property sent referred to Mortgagor above until the repayment or satisfaction in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment full of the indebtedness secured hereby in such order and proportions obligations of Mortgagor as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected are now or hereafter evidenced by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageNotes.

Security Agreement. This With respect to the items of personal ------------------ property and fixtures referred to and described in the Granting Clause of this Mortgage constitutes and included as part of the Collateral, this Mortgage is hereby made and declared to be a security agreement under encumbering each and every item of personal property and fixtures now or hereafter owned by Mortgagor and included herein as a part of the applicable Collateral, in compliance with the provisions of the Uniform Commercial Code with respect as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to the Chattels Mortgagee, as "Secured Party", a security interest in and such other to all of the Mortgaged Property property now or hereafter owned by Mortgagor which is constitutes the personal propertyproperty and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Mortgagor agrees that it will not terminate Mortgagee may file this Mortgage, or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebya reproduction thereof, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition real estate records or other intended action by Mortgagee with respect to the Chattels appropriate index, as, and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as deemed to be, a financing statement filed as a fixture filing in accordance with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated_____________. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other Any reproduction of this Mortgage or of any other security agreement or financing statement relating to this Mortgage shall be sufficient as a financing statement for statement. In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon Mortgagee's request, any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time other security agreement and from time to time to file any initial financing statements, as well as extensions, renewals, and amendments thereto thereof, and continuation reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing statements as authorized by applicable lawand any extensions, required renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to establish be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence of an Event of Default under this Mortgage, or maintain any other violation of the validitycovenants, perfection terms and priority conditions of the security interests granted agreement contained herein, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Mortgage shall comply with the requirements of the Uniform Commercial Code as enacted in ____________ for instruments to be filed as financing statements. In accordance with ______________, this Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This Mortgage constitutes is intended to be a security agreement under the applicable Uniform Commercial Code with respect and fixture filing pursuant to the Chattels UCC. Mortgagor hereby grants a security interest in favor of Mortgagee in and such to (i) other than Leased Personalty, any and all personal property owned by Mortgagor and described in the Granting Clauses hereof which, under applicable law, may be subject to a security interest pursuant to the UCC and which is not herein effectively made part of the Real Estate, and (ii) any and all of the Mortgaged Property which is personal propertyare fixtures under applicable law and may be subject to a security interest under the UCC, to the fullest extent that a security interest may be granted therein under the UCC or applicable law, and in all additions to, substitutions for and proceeds of any of the foregoing, other than Leased Personalty, for the purpose of securing all Indebtedness and the Obligations of Mortgagor now or hereafter secured by this Mortgage. Mortgagor agrees to execute and deliver financing and continuation statements covering the property described in clauses (i) and (ii) above from time to time and in such form as is required by applicable law to perfect and continue the perfection of Mortgagee's lien or security interest with respect to such property and, in the event that it will not terminate Mortgagor shall fail to execute and deliver any such financing or amend continuation statement promptly after demand therefor by Mortgagee, Mortgagor hereby irrevocably authorizes Mortgagee to file such financing and continuation statements on behalf of Mortgagor. Mortgagor shall pay all reasonable and customary costs of filing such statements and renewals and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements filed in connection with the Loan without Mortgagee’s prior consentMortgagee may reasonably require. In addition to Mortgagee shall have the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestUCC, Mortgagor shall promptly as well as all other rights and remedies available under this Mortgage, the other Loan Documents or otherwise at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee law or in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee equity with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproperty.

Security Agreement. (a) This Mortgage constitutes a security agreement under within the applicable meaning of the Uniform Commercial Code with respect as enacted this date in the State of Florida (the "Uniform Commercial Code"). Mortgagor hereby grants to Mortgagee a security interest in all that property included in the Chattels and such other of the Mortgaged Property which is might otherwise be deemed "personal property. Mortgagor agrees that it will ", including, but not terminate limited to, all fixtures, building equipment, and building machinery, and all other property used or amend any financing statements filed useable in connection with the Loan Property, whether now owned or hereafter acquired by Mortgagor, and all substitutions, accretions and component parts, rep▇▇▇▇▇▇▇▇▇ thereof, and additions thereto and all cash and non-cash proceeds thereof. (b) Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements, or other security agreements Mortgagee may require from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for ▇▇▇▇▇▇▇▇▇ to execute, deliver and file such instruments for and on behalf of Mortgagor. Mortgagor shall pay, or at Mortgagee's election shall reimburse Mortgagee for, all filing fees in connection therewith. Mortgagor shall not change its principal place of business without Mortgagee’s giving Mortgagee at least thirty (30) days prior consent. In written notice thereof, which notice shall be accompanied by new financing statements executed by Mortgagor in the same form as the financing statements delivered to M▇▇▇▇▇▇▇▇ on the Effective Date hereof except for the change of address. (c) Upon any Event of Default hereunder or under the Note, Mortgagee shall have, in addition to the any other rights and remedies granted to Mortgagee by other applicable law hereunder or herebyunder the Note, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee Code with respect to such personal property. To the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or dispositionextent permitted by law, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are agree that the items set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage financi▇▇ ▇▇▇▇▇▇ents shall be sufficient treated as a financing statement for any part of the purposes referred to real estate and improvements regardless of the fact that such items are set forth in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial the financing statements, amendments thereto and continuation . Such items are contained in the financing statements as authorized by applicable to create a security interest in favor of Mortgagee in the event such items are determined to be personal property under the law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property, and Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make deliver the same available to Mortgagee at a convenient place acceptable Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor shall pay agrees to furnish Mortgagee on demandin writing with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor ten (10) days prior to the effective date of any such change. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Interest Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, from the date incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of saleuntil actually paid by Mortgagor, disposition or other intended action shall be paid by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least within five (5) days of written demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Debt. Upon an Event of Default, Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the same or to render it unusable, or Mortgagor, upon written demand of Mortgagee, shall assemble such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient to Mortgagee and Mortgagor. If notice is required by law, Mortgagee shall give Mortgagor at least ten (10) days’ prior written notice of the time and place of any public sale of such property, or adjournments thereof, or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such action notice is sent to Mortgagor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale or disposition, or any part thereof, may be applied by Mortgagee made pursuant to the payment provisions of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage this Section shall be effective deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as a financing statement filed as a fixture filing provided in Section 15.1(e) hereof upon giving the same notice with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part sale of the Mortgaged Property (including such fixtures) hereunder as is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officerequired under said Section 15.1(e). The respective mailing addresses name and principal place of business of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Deerfield Luxury Townhomes, LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ The name and principal place of business of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party) are: Deutsche Banc Mortgage Capital, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsL.L.C. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this section the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur and be continuing, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon Mortgagee’s requestrequest or demand of Mortgagee after the occurrence of an Event of Default, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf, but only after providing the Mortgagor notice and the opportunity to do so, any financing or other statements signed only by Mortgagee, as Mortgagor's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding affects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this section the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding affects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes is among other things intended to be a security agreement under the applicable Uniform Commercial Code and financing statement with respect to the Chattels personal property and such other fixtures described and included in the Mortgage, and all additions, accessions, substitutions and replacements thereto and therefor, together with the proceeds thereof, and all of which are hereinafter referred to as the collateral or as the Mortgaged Property and the Mortgagor hereby grants and conveys to Mortgagee, its successors and assigns, a security interest therein. That upon default of any material term, condition or covenant of the Mortgage and acceleration of any indebtedness hereby secured, the Mortgagee may, at its discretion, require the Mortgagor to assemble the collateral and make it available to the Mortgagee at a place reasonably convenient to both parties to be designated by the Mortgagee. That the Mortgagee shall give the Mortgagor notice, by registered mail, postage prepaid, of the time and place of any public sale of any of the collateral or of the time any private sale or other intended disposition thereof is to be made by sending notice to the Mortgagor at least ten (10) days before the time of the sale or other disposition, which is provisions for notice the Mortgagor and the Mortgagee agree are reasonable; provided, however, that nothing herein shall preclude the Mortgagee from proceeding as to both real and personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed property in connection accordance with the Loan without Mortgagee’s prior consent. In addition to the 's rights and remedies granted to Mortgagee by other applicable law or hereby, in respect of the real property. The Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestCode as now in effect in the State of New Hampshire, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property further remedies as may from time to time hereafter be provided in New Hampshire for a secured party. The Mortgagor agrees that all rights of the Mortgagee as to said collateral and make as to said real estate, and rights and interest appurtenant thereto, may have exercised together or separately and further agrees that in exercising its power of sale as to said collateral and as to said real estate, and rights and interest appurtenant thereto, the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandmay sell the collateral or any part thereof, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition either separately from or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance together with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or dispositionsaid real estate, rights and interests appurtenant thereto, or any part thereof, all as the Mortgagee may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriateelect. This For the purpose of this Mortgage shall be effective as constituting a financing statement filed as a fixture filing with respect to all fixtures included within under the Mortgaged Property and is to be filed for record in Uniform Commercial Code the real estate records of each county where any part addresses of the Mortgaged Property parties are: The Mortgagor (including such fixtures) is situatedDebtor): Presstek, Inc. 10 Glenville Street ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbonVan Horn T▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇ured Party): PNC BANK, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsNational Association 340 Madison Avenue ▇▇▇ ▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇auch

Security Agreement. 2.13.1 This Mortgage constitutes shall also be a security agreement under between Mortgagor and Mortgagee covering the applicable Mortgaged Property constituting personal property or fixtures (hereinafter collectively called “UCC Collateral”) governed by the Uniform Commercial Code (“UCC”) of the state in which the Real Property is located (the “State”) as such UCC Collateral may be more specifically set forth in any financing statement delivered in connection with respect this Mortgage, and, as further security for the payment and performance of the Secured Obligations, Mortgagor hereby grants to the Chattels and Mortgagee a continuing security interest in such other portion of the Mortgaged Property which is personal property. Mortgagor agrees to the full extent that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consentMortgaged Property may be subject to the UCC. In addition to the Mortgagee’s other rights and remedies granted to Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all rights of a secured party under the UCC, as is in effect in the relevant jurisdiction, or other applicable laws or in equity. Mortgagor hereby authorizes the filing of, and if requested by Mortgagee, Mortgagor shall execute and deliver to Mortgagee, all financing statements and such further assurances that may be reasonably required by Mortgagee to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee’s security interests, and Mortgagor shall bear all reasonable costs thereof, including all UCC searches. If Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days’ prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, that Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may from time to time execute and deliver at Mortgagor’s expense all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Mortgagor and Mortgagee. Except as otherwise provided in the Collateral Trust Agreement, but otherwise subject to the provisions thereof, if an Actionable Default shall occur and be continuing, (a) Mortgagee, in addition to any other rights and remedies with respect which it may have, may exercise immediately and without demand to the Chattels extent permitted by law, any and such other personal property as are all rights and remedies granted to a secured party under the applicable Uniform Commercial Code. Upon UCC, as in effect in any relevant jurisdiction, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense expense, assemble the Chattels and such other personal property UCC Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including reasonable attorneys’ fees, fees and disbursements incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property UCC Collateral and in enforcing its Mortgagee’s rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee hereunder with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageUCC Collateral.

Security Agreement. This Mortgage constitutes shall constitute a security agreement under as defined in the applicable Uniform Commercial Code with respect to as adopted in the Chattels and such other of jurisdiction in which the Mortgaged Property which is personal property. located (hereinafter referred to as the “Code”), and Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted hereby grants to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by within the filing meaning of a financing statement and may be filed as such the Code in any appropriate filing or recording office. The respective mailing addresses favor of Mortgagor and Mortgagee are set forth on the first page Chattels, the Improvements, the Rents, the Leases and all other property rights, and the proceeds of this Mortgage. A carbon, photographic or other reproduction the foregoing as described in the granting clause of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes (hereinafter referred to in this Sectionas the “Collateral”). Mortgagor M▇▇▇▇▇▇▇▇ hereby irrevocably authorizes Mortgagee at any time and or from time to time to file any initial financing statements, amendments thereto and continuation statements (“Financing Statements”) with or without signature of Mortgagor as authorized by applicable law, required as applicable to establish the Mortgaged Property. For purposes of such filings, M▇▇▇▇▇▇▇▇ agrees to furnish any information requested Mortgagee promptly upon request by Mortgagee. Mortgagor and Mortgagee agree that the filing of a Financing Statement in the records normally having to do with personal property shall never be construed as in any way derogating from or maintain impairing (a) this Mortgage or the validityrights or obligations under it or (b) the express declaration and intention of the parties, perfection hereinabove stated, that everything used in connection with the Mortgaged Property and/or adapted for use therein and/or which is described or reflected in this Mortgage is and, at all times and for all purposes and in all proceedings both legal or equitable, shall be regarded as part of the real estate encumbered by this Mortgage irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Mortgagee or (iii) any such item is referred to or reflected in any such Financing Statement so filed at any time. Similarly, the mention in any such Financing Statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Mortgagor’s interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of Mortgagee as determined by this instrument or impugning the priority of Mortgagee’s lien granted hereby or by any other recorded document, but such mention in the security interests granted Financing Statement is declared to be solely for the protection of Mortgagee in this Mortgagethe event any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses that notice of Beneficiary’s priority of interest to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government, must be filed in the Uniform Commercial Code records.

Security Agreement. This Mortgage Deed of Trust constitutes both a real property deed of trust and a "security agreement under the applicable Uniform Commercial Code agreement" between Borrower and Lender with respect to the Chattels and such Collateral in which Lender is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor Borrower hereby irrevocably authorizes Mortgagee Lender at any time and from time to time to prepare, file of record in any initial Uniform Commercial Code jurisdiction or otherwise effectuate new financing statements or financing statement amendments which (a) indicate the Collateral (i) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of any applicable Uniform Commercial Code, or (ii) by any other description which reasonably approximates the description contained in this Deed of Trust, and (b) provide any other information required by part 5 of Article 9 of any applicable Uniform Commercial Code, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Borrower agrees to furnish any such information to Lender promptly upon the Lender's request. Borrower specifically agrees that Lender may cause such financing statements and financing statement amendments to be filed without any signature of a representative of the Borrower appearing thereon, where such filings are permitted by applicable law. Borrower hereby further agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Borrower to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Lender may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Borrower also ratifies its authorization for Lender to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Lender's reasonable attorneys' fees and continuation statements as authorized legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by applicable Lender until actually paid by Borrower, shall be paid by Borrower on demand and shall be secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Notes. If notice is required by law, required to establish or maintain the validity, perfection and priority Lender shall give Borrower at least ten (10) days' prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such notice is sent to Borrower, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Borrower. No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Lender, be sold as a whole; (b) It shall not be necessary that Lender take possession of the aforementioned Collateral, or any part thereof, prior to the time that any sale pursuant to the provisions of this Section 1.22 is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the sending of notices and the conduct of the sale, but in the name and on behalf of Lender. Borrower will not change the principal place of business or chief executive office set forth below, or change the state of its organization or registration, or change its name, without in each instance, the prior written consent of Lender. Lender's consent will, however, be conditioned upon, among other things, the execution and delivery of additional financing statements, security interests granted agreements and other instruments which may be necessary to effectively evidence or perfect Lender's security interest in this Mortgage.the Collateral as a result of such changes. The name, principal place of business and chief executive office of Borrower (as Debtor under any applicable Uniform Commercial Code), as of the date hereof, are: SUN VILLA MHC LLC 27777 Franklin Road, Suite 200 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: _________________ The name and address of Lender (as Secured Party under any applicable Uniform Commercial Code), as of the date hereof, are: ARCS Commercial Mortgage Co., L.P. 26901 Agoura Road, Suite 200 Calabasas Hills, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this section the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures on the Premises. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limitation, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This ▇▇▇▇▇▇▇▇▇'s principal place of business shall at all times that the Debt is outstanding be as set forth in the first paragraph of this Mortgage. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as ▇▇▇▇▇▇▇▇▇'s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇ shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding affects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with respect to and creates a security interest in all that property (and the Chattels and such other of proceeds thereof) included in the Mortgaged Property which is might otherwise be deemed "personal property". Mortgagor agrees that it will not terminate or amend any financing statements filed Upon filing this Mortgage in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all office of the rights recorder of deeds in and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestfor Northampton County, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandPennsylvania, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This this Mortgage shall also be effective as a financing statement with respect to filed in such office as a fixture filing. Mortgagor shall execute, deliver, file and refile any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbonstatements, photographic continuation statements or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes security agreements Mortgagee at any time and may require from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such instruments for and on behalf of Mortgagor. All costs of such filing and refiling shall be paid by Mortgagor. Mortgagor shall not change its principal place of business without giving Mortgagee at least thirty (30) days' prior written notice thereof, which notice shall be accompanied by new financing statements executed by Mortgagor in the same form as the financing statements delivered to Mortgagee on the date hereof except for the change of address; provided, however, that if the standard form accepted by the Commonwealth of Pennsylvania for such financing statements has changed, then such new financing statements shall be in such new form. Upon any initial Event of Default hereunder or under the Note, Mortgagee shall have in addition to any other rights and remedies hereunder or under the Note, all of the rights and remedies granted to a secured party under the Uniform Commercial Code with respect to all personal property. To the extent permitted by law, the items set forth on the financing statements shall be treated as part of the Real Estate regardless of the fact that such items are set forth in the financing statements. Such items are contained in the financing statements to create a security interest in favor of Mortgagee in the event such items are determined to be personal property under the law. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is deemed "real property", amendments thereto any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the security interest created hereby and continuation statements as authorized by applicable law, required referred to establish above until the repayment or maintain the validity, perfection and priority satisfaction in full of the security interests granted in this Mortgageobligations of Mortgagor as are now or hereafter evidenced by the Note.

Security Agreement. This Mortgage constitutes both a real property mortgage and a “security agreement under the applicable Uniform Commercial Code agreement” between Borrower and Lender with respect to the Chattels and such Collateral in which Lender is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor Borrower hereby irrevocably authorizes Mortgagee Lender at any time and from time to time to prepare, file of record in any initial Uniform Commercial Code jurisdiction or otherwise effectuate new financing statements or financing statement amendments which provide any information required by part 5 of Article 9 of any applicable Uniform Commercial Code, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Borrower agrees to furnish any such information to Lender promptly upon the Lender’s request. Borrower specifically agrees that Lender may cause such financing statements and financing statement amendments to be filed without any signature of a representative of the Borrower appearing thereon, where such filings are permitted by applicable law. Borrower hereby further agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Borrower to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Lender may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Borrower also ratifies its authorization for Lender to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Lender’s reasonable attorneys’ fees and continuation statements as authorized legal expenses), together with interest thereon at the default rate of interest under the Note from the date incurred by applicable Lender until actually paid by Borrower, shall be paid by Borrower on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. If notice is required by law, required to establish or maintain the validity, perfection and priority Lender shall give Borrower at least ten (10) days’ prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such notice is sent to Borrower, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Borrower. No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Lender, be sold as a whole; and (b) It shall not be necessary that Lender take possession of the aforementioned Collateral, or any part thereof, prior to the time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the sending of notices and the conduct of the sale, but in the name and on behalf of Lender. Borrower will not change the principal place of business or chief executive office, or change the state of its organization or registration, or change its name, without in each instance the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. Lender’s consent will, however, be conditioned upon, among other things, the execution and delivery of additional financing statements, security interests granted agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in this Mortgagethe Collateral as a result of such changes.

Security Agreement. This Mortgage constitutes is both a mortgage and grant of real property and a grant of a security agreement under interest in personal property, and shall constitute and serve as a "Security Agreement" (a) with regard to fixtures, within the applicable meaning of the Pennsylvania Uniform Commercial Code (the "PA UCC") and (b) with regard to personal property, within the meaning of the Delaware Uniform Commercial Code (the "DE UCC"). The Mortgagor hereby grants unto the Mortgagee a security interest in and to all the Mortgaged Property described in this Mortgage that is not real property, and simultaneously with the recording of this Mortgage, the Mortgagor has filed or will file, or has caused or will cause to be filed, UCC financing statements, and will file continuation statements prior to the lapse thereof, at the appropriate offices in the State of Delaware to perfect the security interest granted by this Mortgage in all the Mortgaged Property that is not real property. The Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform each and every act and thing requisite and necessary to be done to perfect the security interest hereby granted. The Mortgagor hereby authorizes the Mortgagee to file one or more financing or continuation statements and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Mortgagor where permitted by applicable Requirements of Law. The Mortgagee shall have all rights with respect to the Chattels and such other part of the Mortgaged Property which that is personal propertythe subject of a security interest afforded by the PA UCC and the DE UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition agrees, to the rights and remedies granted to Mortgagee extent permitted by other applicable law or herebyRequirements of Law, Mortgagee shall have that: (i) all of the rights and remedies with respect goods described within the definition of the word "Personal Property" are or are to become fixtures on the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest Land; (ii) this Mortgage upon filing or recording in the Chattels and such other personal office designated for the filing or recording of a record of a mortgage on related real property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a "fixture filing with respect to all fixtures included filing" within the Mortgaged Property meaning of Sections 9-102 and is to be filed for record 9-502, and in the real estate records of each county where any part accordance with Section 9-501, of the Mortgaged Property PA UCC and (including such fixturesiii) the Mortgagor is situatedthe record owner of the Premises. This Additionally, this Mortgage shall also be effective as constitute a financing statement with respect to any other Mortgaged Property covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, as to which a security interest may be perfected by the filing of a financing statement and may such, shall be filed as such or recorded in any appropriate the office designated for the filing or recording officeof a record of a mortgage on related real property and in the office of the Delaware Secretary of State. The respective mailing addresses registration number assigned to the Mortgagor by the Secretary of Mortgagor and Mortgagee are set forth on the first page State of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageDelaware is 3122001.

Security Agreement. This Mortgage Security Deed constitutes both a deed to secure debt and a "security agreement under the applicable Uniform Commercial Code agreement" between Borrower and Lender with respect to the Chattels and such Collateral in which Lender is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebyof Lender hereunder, Mortgagee Lender shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor Borrower hereby irrevocably authorizes Mortgagee Lender at any time and from time to time to prepare, file of record in any initial Uniform Commercial Code jurisdiction or otherwise effectuate new financing statements or financing statement amendments which (a) indicate the Collateral (i) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of any applicable Uniform Commercial Code, or (ii) by any other description which reasonably approximates the description contained in this Security Deed, and (b) provide any other information required by part 5 of Article 9 of any applicable Uniform Commercial Code, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Borrower agrees to furnish any such information to Lender promptly upon the Lender's request. Borrower specifically agrees that Lender may cause such financing statements and financing statement amendments to be filed without any signature of a representative of the Borrower appearing thereon, where such filings are permitted by applicable law. Borrower hereby further agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Borrower to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Lender may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Borrower also ratifies its authorization for Lender to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Lender's reasonable attorneys' fees and continuation statements as authorized legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by applicable Lender until actually paid by Borrower, shall be paid by Borrower on demand and shall be secured by this Security Deed and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Notes. If notice is required by law, required to establish or maintain the validity, perfection and priority Lender shall give Borrower at least ten (10) days' prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such notice is sent to Borrower, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Borrower. No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Lender, be sold as a whole; (b) It shall not be necessary that Lender take possession of the aforementioned Collateral, or any part thereof, prior to the time that any sale pursuant to the provisions of this Section 1.22 is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the sending of notices and the conduct of the sale, but in the name and on behalf of Lender. Borrower will not change the principal place of business or chief executive office set forth below, or change the state of its organization or registration, or change its name, without in each instance, the prior written consent of Lender. Lender's consent will, however, be conditioned upon, among other things, the execution and delivery of additional financing statements, security interests granted agreements and other instruments which may be necessary to effectively evidence or perfect Lender's security interest in this Mortgage.the Collateral as a result of such changes. The name, principal place of business and chief executive office of Borrower (as Debtor under any applicable Uniform Commercial Code), as of the date hereof, are: Sun Countryside Atlanta LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: _________________ The name and address of Lender (as Secured Party under any applicable Uniform Commercial Code), as of the date hereof, are: ARCS Commercial Mortgage Co., L.P. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes is both a real property mortgage and a "security agreement under agreement" within the applicable meaning of the Unifoim Commercial Code. The Mortgaged Property includes both real and personal property and all other assets, rights and interests, whether tangible or intangible in nature, including all proceeds and products thereof, and all supporting obligations ancillary to or arising in any way in connection therewith, of Mortgagor in the Mortgaged Property. It is the intent of Mortgagor and Mortgagee that the lien and security interest granted in this Mortgage encumber all Leases and that all items contained in the definition of "Leases" which are included within the Unifolin Commercial Code be covered by the security interest granted in this Paragraph 27; and all items contained in the definition of "Leases" which are excluded from the Uniform Commercial Code with respect be covered by the grant of a mortgage lien against the Mortgaged Property contained in this Mortgage. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the Chattels and such other full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as constitutes a financing statement filed and recorded as a fixture filing in the Official Records of Winnebago County, Wisconsin with respect to any and all fixtures included within the Mortgaged Property Willi "Premises" or "Collateral" as used herein and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any goods and other Mortgaged Property as to which a security interest personal property that may now be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officehereafter become fixtures. The respective names and mailing addresses of Mortgagor the debtor (Mortgagor) and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.secured party

Security Agreement. This Mortgage constitutes both a real property ------------------ mortgage and a security agreement under agreement, within the applicable meaning of the Uniform Commercial Code with respect to the Chattels Code, and such other of the Mortgaged Property which is includes both real and personal propertyproperty and all other rights and interest, whether tangible or intangible in nature, of the Mortgagor in the Mortgaged Property. Mortgagor agrees that it will not terminate If an Event of Default shall occur under the Note or amend any financing statements filed this Mortgage, the Mortgagee, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Mortgaged Property or any part thereof, and to take such other measures as the Mortgagee may deem necessary for the care, protection and preservation of the Mortgaged Property. Upon request or demand of the Mortgagee’s request, the Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Mortgaged Property and make the same it available to the Mortgagee at a convenient place acceptable to the Mortgagee. The Mortgagor shall pay to the Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including reasonable legal expenses and attorneys’ ' fees, incurred or paid by the Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing or exercising its rights hereunder with respect theretoto the Mortgaged Property. Any notice of sale, disposition or other intended action by the Mortgagee with respect to the Chattels and such other personal property Mortgaged Property sent to the Mortgagor in accordance with the provisions hereof of this Mortgage at least seven (7) days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to the Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by the Mortgagor within five (5) days prior to after receipt by the Mortgagor of such action shall constitute reasonable notice to Mortgagornotice. The proceeds of any such sale or dispositiondisposition of the Mortgaged Property, or any part thereof, may be applied by the Mortgagee to the payment of the indebtedness secured hereby Debt in such order order, priority and proportions as the Mortgagee in its discretion shall deem appropriateproper. This Mortgage If any change shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within occur in the Mortgaged Property and is Mortgagor's name, the Mortgagor shall promptly cause to be filed for record at its own expense, new financing statements as required under the Uniform Commercial Code to replace those on file in the real estate records of each county where any part favor of the Mortgaged Property (including such fixtures) is situatedMortgagee. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by To the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on extent the first page provisions of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any Section 28 conflict with the terms of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsSecurity Agreement, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority terms of the security interests granted in this MortgageSecurity Agreement shall govern.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code and shall be deemed to constitute a fixture financing statement. Mortgagor hereby grants to Mortgagee, pursuant to the terms of the Loan Documents, a security interest in the personal and other property owned by Mortgagor and included in the Mortgaged Premises, in all replacements, substitutions and future additions thereto and in all rents, income, profits, revenues, accounts, contract rights and intangibles as more fully described in Section 2 hereof. Mortgagor shall at Mortgagor's own expense, execute and file such financing statements, continuation statements or other security agreements as Mortgagee shall require from time to time to perfect the lien of this Mortgage with respect to the Chattels and such other of the Mortgaged Property which is personal property. Without limiting the foregoing, Mortgagor agrees that it will not terminate or amend any hereby authorizes Mortgagee to file such financing statements filed without the signature of Mortgagor. Mortgagor shall not change its principal place of business without giving Mortgagee at least thirty (30) days prior written notice, which notice shall be accompanied by new financing statements executed by Mortgagor in connection with the Loan without Mortgagee’s prior consentsame form as the financing statements delivered to Mortgagee on the date hereof except for the change of address. In Upon any Event of Default (as herein set forth), Mortgagee shall have, in addition to the any other rights and remedies granted to Mortgagee by other applicable law hereunder or herebyunder the Loan Documents, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble Notwithstanding any release of any of the Chattels and such other personal real property and make included in the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate LoansMortgaged Premises, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect proceedings to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of foreclose this Mortgage or any other financing statement relating to its satisfaction of record, the terms of this Mortgage Section 7 shall be sufficient survive as a financing statement for any security agreement until the satisfaction in full of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageLiabilities.

Security Agreement. This Mortgage constitutes both a real property mortgage and a "security agreement under agreement" within the applicable meaning of the Uniform Commercial Code with respect of the State of New Jersey and the Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor, by executing and delivering this Mortgage, has granted to Mortgagee, as security for the Chattels and Debt, a security interest in such other of the Mortgaged Property which as is personal propertygoverned by the Uniform Commercial Code. Mortgagor agrees that it will not terminate or amend any financing statements filed Upon the occurrence and continuation of an Event of Default hereunder, Mortgagee, in connection with the Loan without Mortgagee’s prior consent. In addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial CodeCode including, without limiting the generality of the foregoing, the right to take possession of such of the Mortgaged Property as is governed by the Uniform Commercial Code personally, through an agent or by means of a court-appointed receiver, and to take such other measures as Mortgage may deem necessary for the care, protection and preservation of such part of the Mortgaged Property. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble such of the Chattels and such other personal property Mortgaged Property as is governed by the Uniform Commercial Code and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including reasonable legal expense and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Mortgaged Property herein granted and in enforcing its rights hereunder with respect theretoto such part of the Mortgaged Property. Any notice of sale, disposition or other intended action by Mortgagee with respect to such part of the Chattels and such other personal property Mortgaged Property sent to Mortgagor in accordance with the provisions hereof of this Mortgage at least five (5) days prior to the date of any such action sale, disposition or other action, shall constitute reasonable notice to Mortgagor. The proceeds , and the method of any such sale or disposition, disposition or any part thereof, may other intended action set forth or specified in such notice shall conclusively be applied by Mortgagee deemed to be commercially reasonable within the payment meaning of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred Uniform Commercial Code unless objected to in this Section. writing by Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized within three (3) days after receipt by applicable law, required to establish or maintain the validity, perfection and priority Mortgagor of the security interests granted in this Mortgagesuch notice.

Security Agreement. This Mortgage constitutes is both a real property mortgage/deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code and is to be filed in connection with the Loan without office where a mortgage on the Mortgaged Property would be recorded. The respective addresses of the Mortgagor (debtor) and the Mortgagee (secured party) are set forth in the beginning of this Mortgage. All or part of the Mortgaged Property is or is to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesexpenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral). Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof of the Loan Agreement at least five ten (510) days Business Days prior to such action or such notice as is otherwise required by law or the Loan Agreement, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as required by the Loan Agreement. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall notify Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective thereof and, promptly after requ▇▇▇, ▇▇▇▇l execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under this Mortgage or any the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionLoan Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial financing statementsfinancial or other statements signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with With respect to the Chattels and such other Personal Property or any portion of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate constitutes fixtures or amend any financing statements filed in connection with other property governed by the Loan without Mortgagee’s prior consent. In addition to UCC, this Mortgage shall constitute a security agreement between Debtor as the rights debtor and remedies granted Mortgagee as the secured party, and Debtor hereby grants to Mortgagee by a security interest in such portion of the Mortgaged Property. Cumulative of all other applicable law or herebyrights of Mortgagee hereunder, Mortgagee shall have all of the rights conferred upon secured parties by the UCC. Debtor will execute and deliver to Mortgagee all financing statements that may from time to time be required by Mortgagee to establish and maintain the validity and priority of the security interest of Mortgagee, or any modification thereof, and all costs and expenses of any searches required by Mortgagee. Mortgagee may exercise any or all of the remedies of a secured party available to it under the UCC with respect to such property, and it is expressly agreed that if upon an Event of Default (after the expiration of any applicable grace and cure period) Mortgagee should proceed to dispose of such property in accordance with the provisions of the UCC, 10 days' notice by Mortgagee to Debtor shall be deemed to be reasonable notice under any provision of the UCC requiring such notice; provided, however, that Mortgagee may at its option dispose of such property in accordance with Mortgagee's rights and remedies with respect to the Chattels and such other personal real property as are granted pursuant to a secured party the provisions of this Mortgage, in lieu of proceeding under the applicable Uniform Commercial CodeUCC. Upon Mortgagee’s request, Mortgagor Debtor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available give advance notice in writing to Mortgagee at a convenient place acceptable of any proposed change in Debtor's name, identity, or business form or structure and will execute and deliver to Mortgagee. Mortgagor shall pay , prior to or concurrently with the occurrence of any such change, all additional financing statements that Mortgagee on demand, with may require to establish and maintain the validity and priority of Mortgagee's security interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing described or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageherein.

Security Agreement. 2.13.1 This Mortgage constitutes shall also be a security agreement under between Mortgagor and Mortgagee covering the applicable Uniform Commercial Code Mortgaged Property constituting personal property or fixtures (hereinafter collectively called “UCC Collateral”) governed by the UCC as such UCC Collateral may be more specifically set forth in any financing statement delivered in connection with respect this Mortgage, and, as further security for the payment and performance of the Guaranteed Obligations, Mortgagor hereby grants to the Chattels and Mortgagee a security interest in such other portion of the Mortgaged Property which is personal property. Mortgagor agrees to the full extent that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consentMortgaged Property may be subject to the UCC. In addition to the Mortgagee’s other rights and remedies granted to Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all rights of a secured party under the UCC, as is in effect in the relevant jurisdiction, or other applicable laws or in equity. Mortgagor hereby authorizes the filing of, and if requested by Mortgagee, Mortgagor shall execute and deliver to Mortgagee, all financing statements and such further assurances that may be reasonably required by Mortgagee to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee’s security interests, and Mortgagor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Guarantee and Collateral Agreement, if Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days’ prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, that Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may from time to time execute and deliver at Mortgagor’s expense all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Mortgagor and Mortgagee. Except as otherwise provided in the Guarantee and Collateral Agreement, but otherwise subject to the provisions thereof, if an Event of Default shall occur and be continuing, (a) Mortgagee, in addition to any other rights and remedies with respect which it may have, may exercise immediately and without demand to the Chattels extent permitted by law, any and such other personal property as are all rights and remedies granted to a secured party under the applicable Uniform Commercial Code. Upon UCC, as in effect in any relevant jurisdiction, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense expense, assemble the Chattels and such other personal property UCC Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including reasonable attorneys’ fees, fees and disbursements incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property UCC Collateral and in enforcing its Mortgagee’s rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee hereunder with respect to such UCC Collateral. 2.13.2 Mortgagor and the Chattels and such other personal property sent Mortgagee agree, to Mortgagor the extent permitted by law, that: (i) this Mortgage upon recording or registration in accordance with the provisions hereof at least five (5) days prior to such action real estate records of the proper office shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a “fixture filing with respect to all fixtures included filing” within the Mortgaged Property meaning of Sections 9-102(a)(40) and is to be filed for record in 9-502(c) of the real estate records of each county where any UCC; (ii) all or a part of the Mortgaged Property are or are to become fixtures; and (including such fixturesiii) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are as set forth on in the first page of this Mortgage. A carbon, photographic or other reproduction paragraph of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage(iv) Mortgagor’s organizational identification number is 4186422.

Security Agreement. This Mortgage constitutes is both a real property mortgage/deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. Mortgagor shall keep all of its Equipment now held or subsequently acquired by it at the location specified on Exhibit A hereto, unless Mortgagor shall have given to Mortgagee prior written notice thereof and shall have in advance of such establishment of a new location executed and caused to be filed and/or delivered to Mortgagee any additional financing statements or other documents required by Mortgagee in connection order to perfect, protect and preserve Mortgagee's security interest with respect to any Equipment described or referred to herein, all in form and substance satisfactory to Mortgagee. This Mortgage shall also constitute a "fixture filing" for the Loan without purposes of the Uniform Commercial Code. All or part of the Mortgaged Property is or is to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur which shall remain uncured, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise, immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee Mortgagee, at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand therefor any and all expensesexpenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees) incurred or paid by Mortgagee, incurred by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof of the Loan Agreement at least five ten (510) days Business Days prior to such action or such notice as is otherwise required by law or the Loan Agreement, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Obligations in such order priority and proportions as required by the Loan Agreement. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall notify Mortgagee in its discretion thereof and, promptly after request, shall deem appropriate. This Mortgage shall be effective execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's and is to be filed for record lien upon and security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under this Mortgage or any the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionLoan Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial financing statementsfinancial or other statements signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Mortgage constitutes and included as part of the Collateral, this Mortgage is hereby made and declared to be a security agreement under encumbering each and every item of personal property and fixtures now or hereafter owned by Mortgagor and included herein as a part of the applicable Collateral, in compliance with the provisions of the Uniform Commercial Code with respect as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to the Chattels Mortgagee, as "Secured Party", a security interest in and such other to all of the Mortgaged Property property now or hereafter owned by Mortgagor which is constitutes the personal propertyproperty and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Mortgagor agrees that it will not terminate Mortgagee may file this Mortgage, or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or herebya reproduction thereof, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition real estate records or other intended action by Mortgagee with respect to the Chattels appropriate index, as, and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This this Mortgage shall be effective as deemed to be, a financing statement filed as a fixture filing in accordance with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part laws of the Mortgaged Property (including such fixtures) is situatedState. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other Any reproduction of this Mortgage or of any other security agreement or financing statement relating to this Mortgage executed by Mortgagor shall be sufficient as a financing statement for statement. In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon Mortgagee's request, any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time other security agreement and from time to time to file any initial financing statements, as well as extensions, renewals, and amendments thereto thereof, and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority reproductions of the security interests granted in this Mortgage., in such form as Mortgagee may reasonably require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Except as is provided in

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Colateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest and Mortgagor. Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for th rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Waters Edge Apartments LLC c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CFO ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 2{nd} Floor Augusta, Georgia 30901 The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: First Union National Bank One First Union Center, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsDC6 ▇▇▇▇▇▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein and subject to the rights of tenant under the Percentage Lease and the terms and provisions thereof, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee’s election. Any disposition of the Collateral following the occurrence and continuance of an Event of Default may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneysleast ten (10) days’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: AHT RESIDENCE INN II LIMITED PARTNERSHIP ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: WACHOVIA BANK, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsNATIONAL ASSOCIATION ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ PMB 35-123 Loan Number: ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate LoansRate, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest Mortgagee shall give Mortgagor at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any least ten (10) days' prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Chattels be made, and if such other personal property notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: ONE PRICE REALTY, INC. ▇▇▇. ▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, South Carolina 29334 The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: FIRST UNION NATIONAL BANK One First Union Center DC6 ▇▇▇▇▇▇▇▇▇, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Security Agreement. This Mortgage constitutes shall constitute a security agreement under Article 9 of the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Personal Property which is personal propertycovered by this Mortgage. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition Pursuant to the rights applicable Granting Clauses hereof, Mortgagor has granted Mortgagee a security interest in the Personal Property and remedies granted in all additions and accessions thereto, substitutions therefor and proceeds thereof for the purpose of securing all Obligations now or hereafter secured by this Mortgage. The following provisions relate to Mortgagee by other applicable law such security interest: (1) The Personal Property includes all now existing or herebyhereafter acquired or arising equipment, Mortgagee shall have all inventory, accounts, chattel paper, instruments, documents, deposit accounts, investment property, letter of credit rights, commercial tort claims, supporting obligations and general intangibles now or hereafter used or procured for use on the rights and remedies with respect Premises or otherwise relating to the Chattels and such other personal property as are granted Premises. If Mortgagor shall at any time acquire a commercial tort claim relating to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s requestPremises, Mortgagor shall promptly immediately notify Mortgagee in a writing signed by Mortgagor of the brief details thereof and at its expense assemble the Chattels and such other personal property and make the same available grant to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by therein and in the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. proceeds thereof. (2) Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements, statements and amendments thereto that (a) indicate the collateral as “all assets used or procured for use or otherwise relating to” the Premises or words of similar effect, or as being of equal or lesser scope or in greater detail, and continuation to indicate the Premises as defined, or in a manner consistent with the term as defined, in this Mortgage and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the filing office for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether Mortgagor is an organization, the type of organization and any organizational identification number issued to Mortgagor. Mortgagor agrees to provide any such information to Mortgagee promptly upon request. Mortgagor also ratifies its authorization for Mortgagee to have filed in any filing office in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Mortgagor shall pay to Mortgagee, from time to time, upon demand, any and all costs and expenses incurred by Mortgagee in connection with the filing of any such initial financing statements and amendments, including attorneys’ fees and all disbursements. Such costs and expenses shall bear interest at the Increased Rate from the date paid by Mortgagee until the date repaid by Mortgagor and such costs and expenses together with such interest shall be part of the Obligations and shall be secured by this Mortgage. (3) Mortgagor shall any time and from time to time take such steps as authorized by applicable law, Mortgagee may reasonably request for Mortgagee to obtain “control” of any Personal Property for which control is a permitted or required method to establish perfect or maintain the validity, perfection and to insure priority of the security interests interest in such Personal Property granted hereby. (4) Upon the occurrence of an Event of Default, Mortgagee shall have the rights and remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity or under this Mortgage. (5) This Mortgage also constitutes a fixture filing. (6) If Mortgagor does not have an organizational identification number and later obtains one, Mortgagor shall forthwith notify Mortgagee of such organizational identification number. (7) Terms defined in the Code and not otherwise defined in this Mortgage have the same meanings in this Section 1.10D as are set forth in the Code. In the event that a term is used in Article 9 of the Code and also in another Article of the Code, the term used in this Section 1.10D is that used in Article 9. The term “control”, as used in this Paragraph, has the meaning given in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the Code, as applicable.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code with respect to the Chattels and such other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate7.1. This Mortgage also shall be effective as constitute a security agreement, financing statement filed as a statement, and fixture filing with respect to all fixtures included within the Mortgaged Property meaning of the UCC, and is to be filed for record or recorded in the real estate records of each county office where a mortgage on the Premises would be filed or recorded. 7.2. Mortgagor warrants and covenants that: 7.2.1 Except for the security interest granted hereby and except for the Permitted Liens, Mortgagor is, or upon acquiring rights in any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a will be, the owner of the Mortgaged Property free from any other lien, security interest or encumbrance; and Mortgagor will defend the security interest of the Mortgagee in the Mortgaged Property against claims and demands of all persons at any time claiming the same or any interest therein; and 7.2.2 Except for the Permitted Liens, no financing statement covering any Mortgaged Property is on file in any public office, and at the request of Mortgagee and as applicable, Mortgagor will join with Mortgagee in executing one or more financing statements pursuant to the UCC in form satisfactory to Mortgagee and will pay the cost of filing or recording the same in all public offices wherever filing or recording is deemed by Mortgagee to be necessary or desirable. 7.3. Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to the Mortgage Property without the signature of Mortgagor whenever lawful. 7.4. The Personal Property will be kept at the Premises, and until installed will be suitably and safely stored thereon. 7.5. Mortgagor will not remove or permit to be removed from the subject property any other Mortgaged of the Personal Property without the prior written consent of Mortgagee unless the same is immediately replaced with fixtures, chattels or articles of personal property, as the case may be, of a quality, value and utility equal or superior to those which a they replace and which are unencumbered except for the Permitted Liens. All such replacements, renewals and additions shall become and be immediately subject to the security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall and be sufficient as a financing statement for any of the purposes referred to in this Sectioncovered thereby. 7.6. Mortgagor hereby irrevocably authorizes Mortgagee at any time and Mortgagor, from time to time time, on request of Mortgagee, shall deliver to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority Mortgagee an inventory of the Personal Property in reasonable detail, including an itemization of all items leased to Mortgagor or subject to conditional ▇▇▇▇ of sale, security interests granted in this Mortgageagreement or other title retention agreement.

Security Agreement. This Mortgage constitutes shall be self-operative and shall constitute a security agreement under Security Agreement pursuant to the applicable Uniform Commercial provisions of the Code with respect to those items comprising Property that may be subject to a security interest under the Chattels Code. ▇▇▇▇▇▇▇▇▇, as debtor, hereby grants Mortgagee, as secured party, a security interest in those items and in all related additions, replacements, substitutions and proceeds, for the purpose of securing the Indebtedness. ▇▇▇▇▇▇▇▇▇ hereby agrees to execute and deliver on demand, and irrevocably constitutes and appoints Mortgagee the attorney-in-fact of ▇▇▇▇▇▇▇▇▇, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements or other instruments as Mortgagee may require in order to create, perfect, or continue this security interest. Mortgagor shall pay all related filing fees and costs, all reasonable costs and expenses of any record searches (or their continuations), as Mortgagee may reasonably require. Without the prior written consent of Mortgagee, ▇▇▇▇▇▇▇▇▇ shall not create or suffer the creation of any other lien on or security interest in any of the Mortgaged Property which is personal propertysubject to the security interest. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to Upon Default, Mortgagee shall have the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial CodeCode as well as all other rights and remedies available at law or in equity, and, at Mortgagee's option, Mortgagee may also invoke the remedied provided elsewhere in this Mortgage as to such property. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble Mortgagee agree that the Chattels and such other personal property and make the same available rights granted to Mortgagee at as secured party under this Section 22 are in addition to rather than a convenient place acceptable to limitation on any of Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such 's other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee under this Mortgage with respect to the Chattels and such other personal property sent Personal Property. No failure to Mortgagor mention any item in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as shall limit the scope of ▇▇▇▇▇▇▇▇▇'s assignment of any Property, impair the priority of Mortgagee's lien on any Personal Property, or alter Mortgagee's rights to Insurance Proceeds and Condemnation Proceeds, except to the extent that a fixture filing with respect to all fixtures included within court holds that mention of the Mortgaged Property and is to be filed for record item in the real estate Code records was required in order for Mortgagee's interest to enjoy priority over the interests of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgagethird parties.

Security Agreement. This Mortgage constitutes is both a real property Mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this section the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof,it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as ▇▇▇▇▇▇▇▇▇'s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing Mortgagor shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding affects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes is both a mortgage and grant of real property and a grant of a security agreement under interest in personal property, and shall constitute and serve as a "Security Agreement" (a) with regard to fixtures, within the applicable meaning of the New York Uniform Commercial Code (the "NY UCC") and (b) with regard to personal property, within the meaning of the Delaware Uniform Commercial Code (the "DE UCC"). The Mortgagor hereby grants unto the Mortgagee a security interest in and to all the Mortgaged Property described in this Mortgage that is not real property, and simultaneously with the recording of this Mortgage, the Mortgagor has filed or will file, or has caused or will cause to be filed, UCC financing statements, and will file continuation statements prior to the lapse thereof, at the appropriate offices in the State of Delaware to perfect the security interest granted by this Mortgage in all the Mortgaged Property that is not real property. The Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform each and every act and thing requisite and necessary to be done to perfect the security interest hereby granted. The Mortgagor hereby authorizes the Mortgagee to file one or more financing or continuation statements and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Mortgagor where permitted by applicable Requirements of Law. The Mortgagee shall have all rights with respect to the Chattels and such other part of the Mortgaged Property which that is personal propertythe subject of a security interest afforded by the NY UCC and the DE UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition agrees, to the rights and remedies granted to Mortgagee extent permitted by other applicable law or herebyRequirements of Law, Mortgagee shall have that: (i) all of the rights and remedies with respect goods described within the definition of the word "Personal Property" are or are to become fixtures on the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest Land; (ii) this Mortgage upon filing or recording in the Chattels and such other personal office designated for the filing or recording of a record of a mortgage on related real property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a "fixture filing with respect to all fixtures included filing" within the Mortgaged Property meaning of Sections 9-102 and is to be filed for record in the real estate records of each county where any part 9-502 of the Mortgaged Property DE UCC, and in accordance with Section 9-501 of the NY UCC and (including such fixturesiii) the Mortgagor is situatedthe record owner of the Premises. This Additionally, this Mortgage shall also be effective as constitute a financing statement with respect to any other Mortgaged Property covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, as to which a security interest may be perfected by the filing of a financing statement and may such, shall be filed as such or recorded in any appropriate the office designated for the filing or recording officeof a record of a mortgage on related real property and in the office of the Delaware Secretary of State. The respective mailing addresses registration number assigned to the Mortgagor by the Secretary of Mortgagor and Mortgagee are set forth on the first page State of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this MortgageDelaware is 3011018.

Security Agreement. This Mortgagor expressly agrees, intending that Mortgagee rely thereon, that this Mortgage constitutes shall also constitute a “security agreement under agreement,” as such term is defined in the applicable Uniform Commercial Code with respect to the Chattels Chattels, Intangibles and such other of the Mortgaged Property which is personal propertyProperty. Mortgagor agrees ▇▇▇▇▇▇▇▇▇ further expressly agrees, intending that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition Mortgagee rely thereon, that this Mortgage, to the rights and remedies granted to Mortgagee extent permitted by other applicable law or herebylaw, Mortgagee shall have all of also constitute a “financing statement,” as such term is defined in the rights and remedies Code with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial CodeFixtures. Upon Mortgagee’s requestBy its execution of this Mortgage, Mortgagor shall promptly hereby authorizes Mortgagee to file and/or record this Mortgage as a security instrument and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee fixture filing with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, Mortgaged Property or any part thereof, may be applied by and authorizes Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a file one or more financing statement filed as a statements, amendments, fixture filing filings, renewals or continuation statements with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where or any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect thereof, and authorizes Mortgagee to file any other Mortgaged Property document or instrument as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time be permitted under the Code or which Mortgagee may otherwise deem desirable in connection with the Mortgaged Property or any part thereof. If requested by Mortgagee, ▇▇▇▇▇▇▇▇▇ agrees to file any initial sign all such financing statements, amendments thereto and amendments, renewal or continuation statements as and other instruments and documents or, at Mortgagee’s option, Mortgagee is hereby authorized by applicable lawMortgagor to sign all such financing statements, required to establish or maintain the validityamendments, perfection renewals continuation statements, documents and priority of the security interests granted instruments in this Mortgage▇▇▇▇▇▇▇▇▇’s name as ▇▇▇▇▇▇▇▇▇’s attorney-in-fact.

Security Agreement. This Mortgage constitutes shall constitute a security agreement under Security Agreement and a "fixture filing" within the applicable meaning of the Uniform Commercial Code - Secured Transactions of the State of Texas, i.e., Chapter 9 of the Texas Business & Commerce Code (the "TXUCC") with respect to the Chattels portion of Mortgaged Property which constitutes personal property (the "Personal Property"), as the same may be in effect from time to time. The secured party is Mortgagee and such other the mailing address of the secured party is set forth above in this Mortgage. The debtor is Mortgagor and the mailing address of the debtor is set forth above in this Mortgage. This Mortgage indicates whether Mortgagor is an individual or an organization and if Mortgagor is an organization, its type of organization, jurisdiction of organization and organizational identification number, if any. Mortgagor is the record owner of the real property which comprises a portion of the Mortgaged Property which is personal and the improvements on such real property. Mortgagor agrees certifies that it will not terminate or amend any financing statements filed is organized under the laws of the State of Texas. Mortgagor hereby grants to Mortgagee a security interest in connection with the Loan without Mortgagee’s prior consent. In addition and to the rights Personal Property for the benefit of Mortgagee to secure the Obligations. Mortgagor irrevocably authorizes Mortgagee to file financing and remedies granted to Mortgagee by continuation statements and other applicable law or hereby, Mortgagee shall have all of the rights and remedies instruments with respect to the Chattels and such other personal property as are granted to a secured party under Personal Property without the applicable Uniform Commercial Code. Upon Mortgagee’s signatures of Mortgagor whenever lawful and, upon request, Mortgagor shall also promptly execute financing and at its expense assemble the Chattels continuation statements and such other personal property and make the same available instruments in form satisfactory to Mortgagee at a convenient place acceptable to further evidence, perfect and secure Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its 's security interest in the Chattels Personal Property, and shall pay, or at Mortgagee's election shall reimburse Mortgagee for, all filing fees in connection therewith, and any such other payments by Mortgagee shall be secured by the lien of this Mortgage. Upon the occurrence of an Event of Default, Mortgagee will have all rights and remedies of a secured party after default under the TXUCC, and Mortgagee, pursuant to the TXUCC, as said TXUCC is currently constituted or may be hereafter amended, shall have the option of proceeding as to both real and personal property and in enforcing accordance with its rights and remedies in respect of the real property, in which event the default provisions of the TXUCC shall not apply. To the extent permitted under the TXUCC, Mortgagor waives all rights of redemption and all other rights and remedies of a debtor thereunder and all formalities prescribed by law relative to the sale or disposition of the Personal Property after the occurrence of an Event of Default and to all other rights and remedies of Mortgagor with respect thereto. Any To the extent permitted by law, in exercising its right to take possession of the Personal Property upon the occurrence of an Event of Default, Mortgagee may enter upon the Mortgaged Property without being guilty of trespass or any other wrong-doing, and without liability for damages thereby occasioned. To the extent any notice of sale, disposition sale or other intended action by disposition of the Personal Property is required and cannot be waived, in the event Mortgagee elects to proceed with respect to the Chattels and such other personal property sent to Mortgagor in accordance with Personal Property separately from the provisions hereof at least five real property, Mortgagee need give no more than ten (510) days prior to such action shall constitute reasonable days' notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within sale of the Mortgaged Property and is Personal Property, which Mortgagor agrees to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgagecommercially reasonable.

Security Agreement. This Mortgage constitutes is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its discretion shall deem appropriateproper. This In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as ▇▇▇▇▇▇▇▇▇'s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇ shall be effective as a financing statement filed as a fixture filing with respect appear and defend in any action or proceeding which affects or purports to all fixtures included within affect the Mortgaged Property and is to be filed for record any interest or right therein, whether such proceeding effects title or any other rights in the real estate records of each county where any part of the Mortgaged Property (including and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing action or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgageproceeding).

Security Agreement. This Mortgage constitutes is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security agreement under interest in the applicable Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code with respect to the Chattels and such other (said portion of the Mortgaged Property which is personal propertyso subject to the Uniform Commercial Code being called in this paragraph the "Collateral"). Mortgagor hereby agrees that it will not terminate or amend any with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements filed and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. As such, this Mortgage covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in connection with the Loan without first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee’s prior consent. In , in addition to the any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property Collateral and make the same it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, demand any and all expenses, including attorneys’ fees' fees and disbursements, incurred or paid by Mortgagee in protecting its the interest in the Chattels and such other personal property Collateral and in enforcing its the rights hereunder with respect theretoto the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any such sale or dispositiondisposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby Debt in such order priority and proportions as Mortgagee in its sole discretion shall deem appropriateproper. This Mortgage In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall be effective notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as a financing statement filed as a fixture filing with respect are necessary to all fixtures included within maintain the Mortgaged Property priority of Mortgagee's lien upon and is to be filed for record security interest in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage Collateral, and shall also be effective as a financing statement pay all expenses and fees in connection with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate recording thereof. If Mortgagee shall require the filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee are set forth on shall deem necessary, and shall pay all expenses and fees in connection with the first page of this Mortgage. A carbonfiling and recording thereof, photographic or other reproduction of it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage or any and the other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this SectionLoan Documents. Mortgagor hereby irrevocably authorizes appoints Mortgagee at any time and from time to time as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any initial financing statementsor other statements signed only by Mortgagee, amendments thereto and continuation statements as authorized secured party, in connection with the Collateral covered by applicable law, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code between Mortgagor and Mortgagee with respect to the Chattels and such Collateral in which Mortgagee is granted a security interest hereunder, and, cumulative of all other of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to of Mortgagee by other applicable law or herebyhereunder, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to of a secured party under the any applicable Uniform Commercial Code. Upon Mortgagee’s requestMortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, corporate structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any default hereunder not cured within any applicable grace or cure period, Mortgagee shall have the rights and remedies as prescribed in the Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at its expense Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. Subject to the Ground Lease, Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the Chattels and same or to render it unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such other personal property and make the same it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demandand Mortgagor. If notice is required by law, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to shall give Mortgagor in accordance with the provisions hereof at least five ten (510) days prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such action notice is sent to Mortgagor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall constitute be and is reasonable notice to Mortgagor. The proceeds of No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or dispositionin substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code: (a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole; and (b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and (c) Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the sending of notices and the conduct of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record sale, but in the real estate records name and on behalf of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording officeMortgagee. The respective mailing addresses name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Showboat Land LLC 3720 Howard Hughes Parkway ▇▇▇▇▇ 200 Las Vegas, Nevada 89109 The name and address of Mortgagee are set forth on the first page of this Mortgage. A carbon(as Secured Party under any applicable Uniform Commercial Code) are: Column Financial, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementsInc. 3414 Peachtree Road, amendments thereto and continuation statements as authorized by applicable lawN.E ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, required to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage.▇▇▇▇▇▇▇ ▇▇▇▇▇

Security Agreement. This Mortgage constitutes a security agreement under the applicable Uniform Commercial Code as adopted in the State and creates a security interest in the Mortgaged Property including, without limitation, all present and future furniture, fixtures, equipment and personal property installed in, or to be placed upon, or used in connection with, or necessary for, the operation of the Mortgaged Property, except such personal property owned by tenants in the Mortgaged Property and such personal property owned by the contractor or subcontractors performing work on the Mortgaged Property, whether stored on the Mortgaged Property or elsewhere and used or to be used in connection with the Mortgaged Property. Mortgagor shall execute, deliver, file and re-file any financing statements or other security agreements Mortgagee may require from time to time to confirm the lien of this Mortgage and the security interest hereby created with respect to such property, and Mortgagor shall pay any costs or fees incurred in connection therewith. Without limiting the Chattels foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fa▇▇ ▇▇▇ ▇▇rtgagor to execute, deliver and file such other instruments for and on behalf of Mortgagor. Notwithstanding any release of any or all of the property included in the Mortgaged Property which is personal deemed "real property. Mortgagor agrees that it will not terminate ", any proceedings to foreclose this Mortgage or amend any financing statements filed in connection with its satisfaction of record, the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee terms hereof shall have all of the rights and remedies survive as a security agreement with respect to the Chattels security created hereby and such other personal property referred to herein until the repayment or satisfaction in full of the obligations of Mortgagor as are granted now or hereafter evidenced by the Note and the other Loan Documents. As to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice those items of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property that are, or are to become, fixtures (together with all products and proceeds thereof), it is to be filed for record intended that THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING from the date of its filing in the real estate records of each county the County where any part of the Mortgaged Property (including such fixtures) is situatedlocated. This Mortgage shall also be effective as a financing statement with respect to any other The name of the record owner of said Mortgaged Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of is Mortgagor and Mortgagee are set forth on the first page one of this Mortgage. A carbonInformation ▇▇▇▇▇▇▇▇▇g the security interest created by this Mortgage may be obtained from Mortgagee, photographic as secured party, at its address as set forth on page one of this Mortgage. The address of Mortgagor, as debtor, is as set forth on page one of this Mortgage. This Mortgage covers goods which are or other reproduction are to become fixtures. Mortgagor agrees that if default shall be made in any of the c▇▇▇▇▇▇▇▇ or conditions herein contained, or contained in any mortgage constituting a lien upon the mortgaged premises prior and superior to the lien hereof, or should any action be commenced to foreclose any such prior mortgage, the Mortgagee shall have the right forthwith, after any such default, to (i) declare all amounts due on the Note and Mortgage immediately due and payable; (ii) foreclose this Mortgage; (iii) enter upon and take possession of the said mortgaged premises, and to let the said premises, and receive the rents, issues and profits thereof, and to apply the same, after payment of all necessary charges and expenses, on account of the amount hereby secured, and said rents and profits are, in the event of any such default, hereby assigned to the Mortgagee; and (iv) the Mortgagee shall also be at liberty immediately after any such default, upon proceedings being commenced for the foreclosure of this Mortgage, to apply for the appointment of a receiver of the rents and profits of the said premises, and be entitled to the appointment of such receiver as a matter of right, as security for the amounts due the Mortgagee without consideration of the value of the mortgaged premises or solvency of any person or persons liable for the payment of such amounts. Acceptance by the Mortgagee of any payments hereunder, after default, or the failure of the Mortgagee, in any one or more instances, to insist upon strict performance by the Mortgagor of any terms and covenants of this Mortgage or to exercise any other financing statement relating option or election herein conferred, shall not be deemed to this Mortgage shall be sufficient as a financing statement waiver or relinquishment for the future of any of the purposes referred to in this Section. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statementssuch terms, amendments thereto and continuation statements as authorized by applicable lawcovenants, required to establish elections or maintain the validity, perfection and priority of the security interests granted in this Mortgageoptions.

Security Agreement. 7.1. This Mortgage constitutes also shall constitute a security agreement under agreement, financing statement, and fixture filing within the applicable Uniform Commercial Code with respect to the Chattels and such other meaning of the Mortgaged Property which is personal property. Mortgagor agrees that it will not terminate or amend any financing statements filed in connection with the Loan without Mortgagee’s prior consent. In addition to the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party under the applicable Uniform Commercial Code. Upon Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Chattels and such other personal property and make the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including attorneys’ fees, incurred by Mortgagee in protecting its interest in the Chattels and such other personal property and in enforcing its rights with respect thereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action shall constitute reasonable notice to Mortgagor. The proceeds of any such sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the indebtedness secured hereby in such order and proportions as Mortgagee in its discretion shall deem appropriate. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record or recorded in the real estate records of each county office where a mortgage on the Premises would be filed or recorded. 7.2. Mortgagor warrants and covenants that: 7.2.1 Except for the security interest granted hereby, Mortgagor is, or upon acquiring rights in any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a Collateral will be, the owner of the Collateral free from any other lien, security interest or encumbrance; and Mortgagor will defend the security interest of the Mortgagee in the Collateral against claims and demands of all persons at any time claiming the same or any interest therein; and 7.2.2 No financing statement covering any Collateral is on file in any public office, and at the request of Mortgagee, Mortgagor will join with Mortgagee in executing one or more financing statements pursuant to the Uniform Commercial Code in form satisfactory to Mortgagee and will pay the cost of filing or recording the same in all public offices wherever filing or recording is deemed by Mortgagee to be necessary or desirable. 7.3. Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to the Collateral without the signature of Mortgagor whenever lawful. 7.4. The Personal Property will be kept at the Premises, and until installed will be suitably and safely stored thereon. 7.5. Mortgagor will not remove or permit to be removed from the subject property any other Mortgaged of the Personal Property without the prior written consent of Mortgagee unless the same is immediately replaced with unencumbered fixtures, chattels or articles of personal property, as the case may be, of a quality, value and utility equal or superior to those which a they replace. All such replacements, renewals and additions shall become and be immediately subject to the security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall and be sufficient as a financing statement for any of the purposes referred to in this Sectioncovered thereby. 7.6. Mortgagor hereby irrevocably authorizes Mortgagee at any time and Mortgagor, from time to time time, on request of Mortgagee, shall deliver to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the validity, perfection and priority Mortgagee an inventory of the Personal Property in reasonable detail, including an itemization of all items leased to Mortgagor or subject to conditional ▇▇▇▇ of sale, security interests granted in this Mortgageagreement or other title retention agreement.