Common use of Security Interest Clause in Contracts

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of (a) As security for the date hereof a security interest, to secure payment and performance of the Obligations (as defined in the New Security Agreement), the Company hereby grants to each Secured Party a security interest in and mortgage to all of the Secured ObligationsCompany’s right, in all of title and interest in, to and under the following described personal property in which Mortgagor property, whether now existing or at any time hereafter has any interest owned or acquired, developed or arising during the term of this Agreement (collectively, the “Intellectual Property Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on ): (i) the real property described on Exhibit A attached hereto all patents and incorporated by reference herein (patent applications, domestic or foreign, all licenses relating to the extent the same are not effectively made a part any of the real property pursuant foregoing and all income and royalties with respect to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all acquisition agreements rights to s▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, licenses (including, without limitation, the Existing Swap; all Contracts referenced such marks, names and applications as described in Section 5.16 below (including property management and leasing agreementsSchedule B hereto), architects’ agreementswhether registered or unregistered and wherever registered, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other all rights to s▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and (iii) the payment entire goodwill of money, trade names, trademarks and service marks arising from or related to associated with the ownership, management, leasing or operation of the Subject Property or any business businesses now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations the Company connected with and other rights granted by, given symbolized by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC); and (v) all products and proceeds of any and all of the foregoing; together . (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with all booksSection 16 hereof. (c) Notwithstanding the foregoing provisions of this Section 1, records the grant of a security interest as provided herein shall not extend to, and files the term “Intellectual Property Collateral” shall not include, any general intangibles of the Company (whether owned or held as licensee or lessee, or otherwise), to the extent relating to any that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the foregoing. As license, lease or other agreement applicable thereto (but solely to all of the above described personal property which is or which hereafter becomes a “fixture” extent that any such restriction shall be enforceable under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), without the consent of the licensor or lessor thereof or other applicable party thereto and is acknowledged and agreed to be a “mortgage” under the UCC(ii) such consent has not been obtained.

Security Interest. Mortgagor The Grantor does hereby grants transfer, convey, pledge, mortgage, hypothecate, assign and assigns grant a first priority security interest to Mortgagee as the Security Trustee, subject to no prior interests of the date hereof any Person whatsoever except for a security interest, to secure payment and performance of all of the Secured Obligationslessee under a Lease, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest collateral (collectively, the “Mortgage Collateral”): All goods, building and other materials, supplies, work in process) attaching on the date of this Agreement: a. each Aircraft; b. all Parts, equipment, machineryattachments, fixturesaccessories, furniture, furnishings, signs replacement and other personal property added Parts and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business components now or hereafter conducted thereon by Mortgagor; all permitsplaced thereon, consents, approvals, licenses, authorizations and other rights granted by, given by installed therein or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeattached thereto, whether or not disbursed; any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on any Aircraft or may be installed in any other aircraft; c. all funds deposited with Mortgagee pursuant of the Grantor’s right, title and interest in the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to any loan agreement; Aircraft and all reservesthe Grantor’s right, deferred paymentstitle and interest, depositspresent and future, accountstherein and thereto and any sale or other transfer agreement relating to any Aircraft, refundsany acceptance certificate, cost savings and/or ▇▇▇▇ of sale relating to any Aircraft, any guaranties, letters of credit or other credit support relating to any Aircraft, and payments any other certificate, instrument or agreement relating to any Aircraft or a lessee, user or lessor of any kind related Aircraft (collectively, the “Aircraft Documents”); d. all proceeds from the sale or other disposition of, all proceeds of insurance due to the Subject Property or any portion thereof; together with all replacements and proceeds ofGrantor on, and additions and accessions all proceeds of any condemnation due to the Grantor with respect to, any of the foregoing; together with equipment described in clauses (a), (b) and (c) above; e. all booksrents, records issues, profits, revenues and files other income of the property intended, subjected or required to be subjected to the extent relating Lien of this Agreement hereby, by the other Transaction Documents or by any supplement to any this Agreement in form and substance satisfactory to the Security Trustee, and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and f. all proceeds, howsoever arising, of the foregoing. As to all of TO HAVE AND TO HOLD the above described personal property which is or which hereafter becomes a “fixture” under applicable lawMortgage Collateral unto the Security Trustee, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeand its successors and assigns, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under security for the UCCSecured Obligations.

Security Interest. Mortgagor To secure the Practice Operator’s obligations to Manager hereunder, the Practice Operator hereby grants and assigns to Mortgagee as of the date hereof Manager a security interestinterest [which shall be subordinate to the security interest granted to the Shareholder by virtue of that certain Security Agreement by and between PainCare and Shareholder of even date herewith (hereinafter the “Shareholder’s Security Agreement”)], to secure payment and performance of all of the Secured Obligationsextent permitted by applicable law, in all of property, if any, which the following described personal property in which Mortgagor Practice Operator may now own or at any time may hereafter has any interest acquire (collectively, the “Collateral”): ) including, without limitation, the following: 8.3.1 All goodsinventory of the Practice Operator, building and other materials, supplies, work in process, whether now owned or hereafter acquired; 8.3.2 All equipment, machinerymachinery tools, fixtures, furnishings, leasehold improvements, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are vehicles or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part goods of the real property pursuant to Section 1.1 above) Practice Operator, whether now owned or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventoryhereafter acquired; 8.3.3 All accounts receivable, accounts, cash receipts, deposit accounts, accounts receivablecontracts, contract rights, chattel paper, and chooses in action, now or hereafter due or owing to, or owned by, the Practice Operator; 8.3.4 All general intangibles, now or hereafter owned by the Practice Operator, including, without limitation, books and records, notes, instruments, licenses, agreementsand trade names; 8.3.5 All insurance policies and proceeds thereof; and 8.3.6 All proceeds and products of the foregoing. The Practice Operator shall execute such financing statements and other documents as shall be necessary to perfect (and maintain the perfection of) said security interest. Upon a default hereunder or other breach which results in the termination of this Agreement, or non-payment by the Practice Operator hereunder, which is not cured by the Practice Operator within thirty (30) days after receipt of written notice of default, Manager shall be entitled to exercise all rights and remedies under State law including, without limitation, all acquisition agreements with respect to rights and remedies of a secured party under the Subject Property); all of Mortgagor’s rights under any Swap AgreementUniform Commercial Code for the applicable State in which the Practice Operator operates. The Practice Operator shall not sell, includingassign, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic transfer or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, encumber any of the foregoing; together with all books, records Collateral without Manager’s prior written consent. The Practice Operator acknowledges and files to understands that Manager may assign the extent relating foregoing security interest in the Collateral to any of the foregoing. As to all of the above described personal property which is Person or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified entity who may from time to time (“UCC”)provide financing to Manager, and is acknowledged and agreed the Practice Operator consents to be a “mortgage” under the UCCsuch assignment.

Security Interest. Mortgagor To secure the Obligations (as hereafter defined), Debtor hereby grants to Secured Party a continuing security interest in and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereininterest in such property (the "Collateral"), wherever situatednow owned or hereafter acquired by Debtor: A. All now owned and hereafter acquired right, which are or are title and interest of Debtor in, to be incorporated into, used and in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part respect of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, all: accounts, cash receipts, deposit interests in goods represented by accounts, accounts receivablereturned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights, licenseschattel paper relating to goods sold; documents; instruments; letters of credit, agreementsbankers' acceptances or guaranties securing any of the foregoing (the "Accounts"); B. All right, title and interest of Debtor in, to and in respect of the following: All inventory imported into the United States or purchased pursuant to letters of credit of whatever kind, nature or description, including all raw materials, work-in-process, finished goods, and materials to be used or consumed in Debtor's business; and all names or marks affixed to or to be affixed thereto for purposes of selling same by the seller, manufacturer, lessor or licenser thereof ("Inventory"); All warehouse receipts, bills of lading, shipping documents and other instruments or documents relating to such Inventory; and C. All present and future books and records, including, without limitation, all acquisition agreements with respect computer programs, printed output and computer readable data in the possession or control of the Debtor, any computer service bureau or other third party, all computer disks, hard drives and other computer related hardware and software, relating to Accounts and Inventory; and D. All cash and non-cash proceeds of the Subject Property); all of Mortgagor’s rights under any Swap Agreementforegoing in whatever form and wherever located, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management insurance proceeds and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion all claims against third parties for loss or destruction of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating damage to any of the foregoing. As to Except as defined herein, all of terms used above shall have the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under meaning provided in the Pennsylvania New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Each Debtor hereby assigns and grants and assigns to Mortgagee as the Agent on behalf of the date hereof Buyers, a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property in which Mortgagor assets of such Debtor, now owned, existing or at any time hereafter has any interest created or acquired (collectively, the “Collateral”): ): (a) All accounts (whether tangible or electronic), contract rights, chattel paper (whether tangible or electronic), instruments, deposit accounts (including any cryptocurrency wallet addresses maintained by or on behalf of the Company), letter of credit rights, payment intangibles (whether tangible or electronic) and general intangibles, including all amounts owing to such Debtor from a factor and choses in action; and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper. (b) All inventory, including all materials, work in process and finished goods. (c) All goods, building and other materialsincluding, supplieswithout limitation, work in processall machinery, equipment, machinerycomputers, motor vehicles, trucks, tanks, boats, ships, vessels, appliances, furniture, special and general tools, fixtures, furnituretest and quality control devices, furnishingsall Titled Collateral (as defined below), signs and other personal property equipment of every kind and embedded software included therein, nature and wherever situated, which are or are to be incorporated intotogether with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection withwith such Debtor’s businesses and all improvements thereto. (d) All instruments, notes, chattel paper, documents (including, if applicable, electronic documents), certificates of deposit, securities and investment property of every type, including, all Equity Interests in any and all Persons owned or appropriated for use on hereafter acquired by such Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing. (e) Subject to the Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by such Debtor in any and all Persons including without limitation each of the issuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any such Equity Interests (collectively, including the Additional Pledged Interests (as defined below), the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the real right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property described from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on Exhibit A attached hereto account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and incorporated any other collateral pledged pursuant to this Section 1(e) are referred to herein, collectively, as the “Pledged Collateral”). (f) All general intangibles, including, but not limited to: (i) all patents, and all unpatented or unpatentable inventions, (ii) all trademarks, service marks, and trade names, (iii) all copyrights and literary rights, (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by reference herein any of such general intangibles, all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. (g) All controllable accounts, controllable electronic records, controllable payment intangibles, Electronic Chattel Paper, Electronic Documents, Electronic Money and Transferable Records. (h) All negotiable and nonnegotiable documents of title covering any Collateral. (i) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral. (j) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral. (k) All books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”). (l) All money and cash equivalents of such Debtor to the extent constituting proceeds of each Purchase Price (as defined in the same are Securities Purchase Agreement) paid to such Debtor pursuant to the Transaction Documents that has not effectively made yet been used by such Debtor to acquire Crypto Collateral, together with each deposit account and/or security account in which such money and cash equivalents is held. (m) All contracts, other agreements or undertakings between a part Debtor and one or more additional parties. (n) All proceeds and products of each of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, foregoing (including, without limitation, all acquisition agreements with respect to the Subject Property); Staking Consideration) and all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any substitutions and replacements for, and rents, profits and products of, each of the foregoing; together , and any and all proceeds of any insurances, indemnity, warranty or guaranty payable to such Debtor from time to time with all books, records and files to the extent relating respect to any of the foregoing. As Subject to the foregoing, if any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control. Notwithstanding anything to the contrary in this Agreement, (A) the Additional Note Obligations shall solely be secured by the Additional Note Collateral, (B) the pledge by any Debtor of the Equity Interests in any Excluded Subsidiary that is a Direct Foreign Subsidiary of such Debtor shall be limited to a pledge by such Debtor of 65% of the voting securities and related interests and rights owned by such Debtor in such Excluded Subsidiary that is a Direct Foreign Subsidiary so long as a pledge in excess of such percentage would result in a material adverse tax consequence, (C) Excluded Subsidiaries shall not pledge their assets hereunder (including Equity Interests in any Foreign Subsidiaries owned by such Excluded Subsidiaries) (the exclusion in clauses (B) and (C) of this paragraph are referred to herein as the “Foreign Collateral Exclusion”) and (D) the Collateral shall not include, and the security interest created under this Section 1 shall not attach to Excluded Deposit Accounts; provided, (x) the Foreign Collateral Exclusion shall only apply to Excluded Subsidiaries and, with respect to any particular Excluded Subsidiary, only for so long as such Excluded Subsidiary remains an Excluded Subsidiary. Accordingly, in the event an existing Excluded Subsidiary ceases to be an Excluded Subsidiary for any reason (including without limitation by operation of a change in applicable law), 100% of the Equity Interests owned by the Debtors in such former Excluded Subsidiary shall be pledged hereunder by the applicable Debtor(s) (such pledge being automatically deemed effective upon and simultaneously with such former Excluded Subsidiary’s ceasing to be an Excluded Subsidiary) and such former Excluded Subsidiary shall be required to join this Agreement as a Debtor in order to pledge all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeits assets as Collateral, as amended or recodified from time to time (“UCC”)provided further herein, and is acknowledged (y) that if and agreed when any property shall cease to be an Excluded Deposit Account, a “mortgage” under Lien on and security interest in such property shall be deemed granted therein and the UCCprovisions of this Agreement shall apply to such property, including the Proceeds thereof.

Security Interest. Mortgagor hereby grants and assigns (a) SUBJECT PROPERTY" (sometimes referred to Mortgagee herein as of the date hereof a security interest, to secure payment and performance of "COLLATERAL") means all of the Secured ObligationsProviders' right, in title and interest in, to and under any and all of the following described personal property in which Mortgagor now following: all Accounts and Purchased Accounts arising on or at after October 18, 2002, and all Accounts and Purchased Accounts representing any time hereafter has any interest (collectivelyand all of Providers' rights to payment, the “Collateral”): All goodswhenever arising, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instrumentspaper, documents, promissory notes, drafts, letters of creditinstruments, letter of credit rights, supporting obligations, insurance policiesdeposit accounts, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks general intangibles arising from or related thereto, all rights, remedies, guarantees, security interests and liens in respect of any of the foregoing, all records (other than patient medical records to the ownershipextent protected from disclosure by law) and other information necessary or relevant to the collection of such Accounts and Purchased Accounts, managementwhether now owned or existing or hereafter created, leasing acquired or operation arising and wherever located and all of the proceeds, products, and offspring of the foregoing (all of such terms, as applicable, are presently or hereafter defined in the Uniform Commercial Code), including but not limited to (i) all rights to payment arising on or after October 18, 2002 under any agreements with all Third Party Obligors, (ii) all cash deposited with Purchaser or that Purchaser is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Factoring Agreement, and (iii) any and all cash and non-cash proceeds of the foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to, or destruction of any or all of the Subject Property or any business now for proceeds payable under or hereafter conducted thereon by Mortgagor; all permitsunearned premiums with respect to policies of insurance) in whatever form. (b) In the event that, consents, approvals, licenses, authorizations contrary to the mutual intent of the Provider and other rights granted by, given by or obtained fromthe Purchaser, any governmental entity purchase of any Purchased Accounts is not characterized as a sale, each Provider shall, effective as of the date hereof, be deemed to have granted (and the Provider does hereby grant) to the Purchaser a first priority security interest in and to all of the Subject Property to secure the repayment of all amounts advanced to or for the benefit of each Provider and all of the Providers hereunder and all other amounts due or owing to the Purchaser by any and all of the Providers, and this Agreement shall be deemed to be a security agreement for such purposes. In such event, it is agreed that this Agreement is intended to comply in all respects with all provisions of law and not to violate, in any way, any legal limitations on interest charges. Accordingly, if, for any reason, the Providers are required to pay, or have paid, interest or fees at a rate in excess of the highest rate of interest which may be charged by the Purchaser or which the Providers may legally contract to pay under applicable law (the "MAXIMUM RATE"), then the interest rate shall be deemed to be reduced, automatically and immediately, to the Maximum Rate, and interest or fees payable hereunder shall be computed and paid at the Maximum Rate and the portion of all prior payments of interest or fees in excess of the Maximum Rate shall be deemed to have been prepayments of the amounts advanced to the Providers hereunder. (c) With respect to the grant of a security interest as set forth above, the Purchaser may, at its option, exercise from time to time any and all rights and remedies available to it under the UCC or otherwise. Each Provider agrees that five (5) days shall be reasonable prior notice of the date of any public or private sale or other disposition of all or part of the Subject Property. (d) Each Provider represents and warrants that: (i) the location of the Provider's principal place of business, chief executive office and all locations in which the Provider maintains records with respect to the Subject PropertyAccounts are set forth in the introductory paragraph of this Agreement, and that the Provider has not changed any such location in the last five (5) years; all deposits and (ii) the exact name of the Provider is as set forth in the introductory paragraph of this Agreement and, except as set forth therein, the Provider has not changed its name in the last five (5) years and during such period the Provider did not use, nor does the Provider now use, any fictitious, doing business as or trade name or any other security now or hereafter made with or given to utility companies by Mortgagor with respect to name. Each Provider shall notify the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant Purchaser in writing thirty (30) days prior to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of change in any kind related location referred to the Subject Property or in clause (i) and/or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, change in any of the foregoing; together with all books, records and files name referred to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time in clause (“UCC”ii), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants 2.1. This Security Agreement is entered into in connection with the Notes. Subject to Section 7 below , all rights and assigns to Mortgagee as priorities of each Secured Party, including the date hereof right of repayment under a Note, shall rank pari passu in all respects with the rights and priorities accorded the other Secured Party under the other Notes. 2.2. As security interest, to secure for the payment and performance of the Obligations, Debtor hereby pledges, assigns , transfers, hypothecates and sets over to Secured Party, and hereby grants to Secured Party a security interest (hereinafter called "Security Interest") in and to all of its right, title and interest in, to and under all of the Secured Obligationsassets, in prope1iies and rights of Debtor, including without limitation all personal and fixture property of Debtor of every kind and nature, wherever located , whether now owned or hereafter acquired or arising, including, without limitation, the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, collectively referred to herein as the “"Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on "): (ia) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instruments, documents, promissory notes, drafts, acceptances, and all other debts, obligations and liabilities in whatever form owing to Debtor from any person, firm, corporation or other legal entity whether now existing or hereafter arising or acquired (collectively, "Accounts"); (b) all now owned or hereafter acquired and wherever located goods, merchandise and other personal property which are held for sale or lease or to be furnished under contracts of service or held as raw materials, work in process or finished goods and supplies or materials used or consumed in Debtor 's business or used in connection with the manufacture, packing, shipping or advertising of such goods (collectively, "Inventory"); (c) all now existing or hereafter acquired machinery, equipment, furniture and fixtures, including replacements, substitutions, additions or accessions thereto , wherever located (collectively, "Machinery and Equipment"); (d) all documents, policies and certificates of insurance and classes in action, whether now or hereafter existing; (e) all instruments, letters of credit, credit (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and other investment property, and cash owned by Debtor or in which Debtor has an interest, which now or hereafter are at any time in possession or control of Secured Party or in transit by mail or carrier to or from Secured Party or in the possession of any third party acting in Secured Party 's behalf , without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same; (f) all books, records, ledger sheets and other records relating to the foregoing; (g) all customer lists, purchase orders, contract rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of moneytrademarks, trade names, trademarks and service marks arising from or related to the ownershipcopyrights, managementpatents, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofprocesses, and additions all applications therefor, know-how, trade secrets, confidential information , goodwill, assumed names, and accessions toall other intellectual prope1ty; and (h) all proceeds, any products , offspring, rents and profits of the foregoing; together , including, without limitation, proceeds of insurance. 2.3. This Agreement shall create a continuing security interest in the Collateral, which shall remain in effect until terminated in accordance with all books, records Section 15 hereof. 2.4. Secured Party acknowledges and files agree that the Security Interest granted herein shall be subordinate to the extent relating LSQ Facility and further agree to any of the foregoing. As execute all documents necessary or desirable to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, memorialize this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsubordination.

Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Lender a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeLender, whether or not disbursed; all funds deposited with Mortgagee Lender pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Deed of Trust is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on Page 1 of this Deed of Trust, (ii) the Lender is the “secured party” and its address is acknowledged as set forth on Page 1 of this Deed of Trust and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.

Security Interest. Mortgagor Separately, for each Series of Notes, the Company hereby pledges, assigns and grants and assigns to Mortgagee the Trustee, as of security for the date hereof a security interest, to secure due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Secured ObligationsTrustee on behalf of the Holders, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the following described personal documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which Mortgagor now the Company is or at any time hereafter has any interest may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”): All goods). At the expense of the Company, building the Company agrees to execute, deliver and other materialsfile such further agreements, suppliesinstruments and certificates as may be necessary to preserve, work in processperfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, equipmentincluding but not limited to, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated execution by reference herein (the Company of an instrument of assignment to the extent Trustee and the same execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are not effectively made a part reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the real property pursuant to Section 1.1 above) or (ii) grant of the Improvements; together with all rents (to security interest in the extentCollateral for the Notes, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements upon and during continuance of an Event of Default with respect to the Subject Property); all Notes of Mortgagor’s rights under any Swap Agreement, including, without limitationa particular Series, the Existing Swap; Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements rights of the Company with respect to the completion Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights granted to the payment Trustee pursuant to this Section 3.8 for any Notes of moneya series not subject to an Event of Default. The Trustee further agrees that, trade names, trademarks the Trustee shall only exercise power of attorney and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity to the Trustee pursuant to this Section 3.8 with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect CM Loan corresponding to the Subject Property; all advance payments series of insurance premiums made by Mortgagor with respect Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Subject Property; all plans, drawings Trustee and specifications relating properly pledged to the Subject Property; all loan funds held by Mortgagee, whether Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related properly pledged or assigned to the Subject Property or any portion thereof; together with all replacements Trustee and proceeds of, and additions and accessions to, any the Trustee the Trustee shall have no liability to the Holders of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCNotes.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof Effective Date (as defined in the Project Loan Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter owns or has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and property, embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Property); all after acquired title, and all right, title, interest and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or pertaining to such real property, and together with all development rights or credits, air rights, water, water rights and water stock related to such real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property; together with all rents rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, obligations insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by ny-1260332 Mortgagor; all permitsrights of Mortgagor under any interest rate hedge, cap, swap or similar agreement; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee or another depository pursuant to the Loan Agreements or any loan agreementother Loan Documents; all reserves, deferred payments, deposits, accounts, refunds, cost savings refunds and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), ; and is acknowledged and agreed to be a “mortgage” under recorded in the UCCreal estate records of the county in which the Property is located.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower's interest in the following described personal following, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Letter-of-Credit Rights, Supporting Obligations, Receivables, General Intangibles (other than Borrower's Intellectual property in which Mortgagor as set forth below), Payment Intangibles (other than Borrower's Intellectual Property as set forth further below), all of Borrower's Deposit Accounts, and all money, and all property now or at any time hereafter has any interest (collectively, in the “Collateral”): All goods, building and other materials, supplies, work future in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below Silicon's possession (including property management claims and leasing agreementscredit balances), architects’ agreements, and/or construction agreements with respect to the completion and all proceeds (including proceeds of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance proceeds of proceeds and condemnation awards claims against third parties), all products and proceeds, any other rights to the payment of money, trade names, trademarks all books and service marks arising from or records related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to foregoing (all of the above described personal foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is or which hereafter becomes a “fixture” under applicable lawreferred to herein, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codecollectively, as amended or recodified from time the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. Upon the occurrence and during the continuance of an Event of Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to time (“UCC”)Silicon in such writing a security interest therein and in the proceeds thereof, and is acknowledged and agreed all upon the terms of this Agreement, with such writing to be a “mortgage” under the UCCin form and substance satisfactory to Silicon. The Collateral does not include: Any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired.

Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such ▇▇▇▇▇▇▇’s right, title, and interest in and to the following described personal property whether now owned or hereafter acquired or in which Mortgagor such Obligor now has or at any time hereafter has in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): All all goods, building and other materialsAccounts (including health-care receivables), suppliesEquipment, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivableInventory, contract rightsrights or rights to payment of money, licensesleases, license agreements, franchise agreements, General Intangibles (includingexcept as provided below), without limitationCollateral IP, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcommercial tort claims, includingdocuments, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below instruments (including property management and leasing agreementsany promissory notes), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentscash, documentsdeposit accounts, promissory notescertificates of deposit, draftsfixtures, letters of credit, credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, insurance policiesand financial assets, insurance whether now owned or hereafter acquired, wherever located; and condemnation awards and proceeds, any other rights (ii) all Obligor’s Books relating to the payment of moneyforegoing, trade namesand any and all claims, trademarks rights and service marks arising from or related to the ownership, management, leasing or operation interests in any of the Subject Property above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any business now or hereafter conducted thereon by Mortgagor; all permitsExcluded Intellectual Property, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Subject Property; all deposits Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or other security now or hereafter made with or given to utility companies by Mortgagor limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the Subject Property; membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all advance payments equity interests held by the Borrower in Amyris RealSweet, LLC provided that no Obligor or any of insurance premiums made their respective Subsidiaries shall create or permit to subsist any Lien over any Excluded Intellectual Property or JV Agreement or, after repayment or prepayment of DSM Tranche 3, any equity interests held by Mortgagor with respect the Borrower in Amyris RealSweet, LLC. 3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Subject Property; Lender, a security interest in all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee of such Subsidiary Guarantor’s assets pursuant to any loan agreement; all reservessuch Security Documents as the Lender may require. 3.4 Each Obligor hereby authorizes Lender to file financing statements, deferred paymentswithout notice to Obligor, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the foregoing; together with all books, records and files to the extent relating to any Debtor” or words of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsimilar effect.

Security Interest. Mortgagor Subject to the superior rights of the Agent and the Senior Lenders in the Collateral and subject further to the terms of the Subordination Agreement, each Debtor hereby grants to Secured Party a lien and assigns to Mortgagee as of security interest (the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, "SECURITY INTERESTS") in all of the following described personal property such Debtor's right, title and interest in which Mortgagor and to all assets of such Debtor, whether now owned or at any time existing or hereafter has any interest (collectivelyarising or acquired and wherever arising or located, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap AgreementEXCEPT AS EXCLUDED ON SCHEDULE I HERETO, including, without limitation, the Existing Swapfollowing property (such property being hereinafter sometimes collectively called the "COLLATERAL"): (a) All accounts (as defined in the Uniform Commercial Code as in effect on the date hereof in the State of Texas; PROVIDED that if by mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted pursuant hereto, as well as all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect other security interests created or assigned as additional security for the Secured Obligations pursuant to the completion provisions of any improvements on this Agreement is governed by the Subject Property)UCC as in effect in another jurisdiction, general intangibles"UCC" means the UCC as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection) and whether or not included in such definition, all receivables, accounts receivable, lease receivables, contract rights, chattel paper (whether electronic or tangible)paper, drafts, acceptances, instruments, documentswritings evidencing a monetary obligation or a security interest or a lease of goods, promissory notesgeneral intangibles and other obligations of any kind, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeexisting, whether or not disbursed; all funds deposited arising out of or in connection with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments the sale or lease of any kind related to goods or the Subject Property or any portion thereof; together with all replacements and proceeds ofrendering of services, and additions all rights now or hereafter existing in and accessions toto all security agreements, any of the foregoing; together with all booksleases, records and files to the extent other contracts securing or otherwise relating to any such accounts, lease receivables, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest or a lease of the foregoing. As to goods, general intangibles or obligations (any and all of the above described personal foregoing property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under being collectively called the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”"RECEIVABLES"), and is acknowledged and agreed to be a “mortgage” under the UCC.;

Security Interest. Mortgagor Each Pledgor hereby unconditionally grants and assigns to Mortgagee as the Secured Parties, and their respective successors and permitted assigns, a continuing security interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyLoan Agreement, the “Collateral”): All goodsOwnership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, building and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other materialssecurities or other property which may hereafter be received, suppliesreceivable or distributed in respect of such Ownership Interests, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to proceeds of the extentforegoing, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent all of its right, title and interest in and to the Pledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in blank with respect to Certificated Ownership Interests, as security for the Subject Property); payment of all of Mortgagor’s rights the Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any Swap Agreementextensions, renewals or amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management voting, consensual and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit dividend rights, supporting obligations, insurance policies, insurance shall remain in such Pledgor until the occurrence and condemnation awards during the continuance of an Event of Default and proceeds, any other until the Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting and dividend rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee Pledged Interests pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCSection 9 hereof.

Security Interest. Mortgagor As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants and assigns to Mortgagee as the Collateral Agent, for the benefit of the date hereof Secured Parties, a security interestinterest in, to secure payment and performance of all of the Secured ObligationsCompany’s right, title and interest in all of and to the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods): (a) all Receivables, building whether now owned and other materialsexisting or hereafter acquired or arising, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Receivable Assets and Collections with respect thereto; (b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the extentCompany at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”); (c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, they are not subject from time to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreementstime representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and (d) the Company Concentration Account and the Payments Reserve Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts; (e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all acquisition agreements accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and (f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Subject Property); all of Mortgagor’s rights under any Swap AgreementCollateral available to a secured party at law or in equity, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion rights of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.

Security Interest. Mortgagor hereby grants and assigns Subject to Mortgagee as of the date hereof a security interestIntercreditor Agreements, to secure the payment and performance of all of the Secured ObligationsObligations when due, each of Borrower and Holdings hereby grants to Lender a security interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goodsall right, building title and other materialsinterest of Borrower and Holdings, suppliesrespectively, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) following, whether now owned or (ii) the Improvements; together with hereafter arising or acquired and wherever located: all rents (to the extent, if any, they are not subject to Article 3)Accounts; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, Inventory; all Equipment; all assets constituting Capital Expenditures; all Deposit Accounts (including, without limitation, the Designated Account and all acquisition agreements with respect to the Subject funds maintained therein); all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of Mortgagorthe above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s rights under books relating to any Swap Agreementand all of the above; provided, includingthat in no event shall the “Collateral” include any Excluded Assets; provided, however, that the security interest of Lender shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Subject to the Intercreditor Agreements, notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrower, realization on the Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses owing to Lender in connection with the Loan Documents; (ii) SECOND, to premium (including without limitation, Applicable Premium) and fees incurred in connection with the Existing Swap; all Contracts referenced in Section 5.16 below Loans; (including property management iii) THIRD, to accrued and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements unpaid interest on the Subject Property)Loan; (iv) FOURTH, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of unpaid principal owing on the above described personal property which is or which hereafter becomes a “fixture” under applicable lawLoan; and (v) FIFTH, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCall remaining Obligations.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, Borrower hereby grants to Silicon a security interest in all of Borrower’s interest in the following described personal following, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower’s Deposit Accounts, and all money, and all property in which Mortgagor now or at any time hereafter has in the future in Silicon’s possession (including claims and credit balances), and all proceeds (including proceeds of any interest insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”): All goods). Notwithstanding the foregoing, building provided that (a) no Default or Event of Default has occurred and is continuing, (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), (c) immediately following the conclusion of the IPO Borrower has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and (d) Borrower executes and delivers to Silicon, on Silicon’s standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any license agreements or contract rights (under which Borrower is the licensee, lessee or other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are similarly situated party) to be incorporated into, used in connection with, or appropriated for use on the extent (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (granting of a security interest in it would be contrary to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) applicable law, or (ii) the Improvements; together with all rents that such rights are nonassignable by their terms (but only to the extentextent such prohibition is enforceable under applicable law, if anyincluding, they are without limitation, Section 9318(4) of the California Uniform Commercial Code) without the consent of the licensor or other party (but only to the extent such consent has not subject to Article 3been obtained); nevertheless, the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, any and all inventory, accounts, cash receipts, deposit accounts, accounts receivable, proceeds of such license agreements or contract rights, licenses, agreements, rights to the extent that the assignment or encumbering of such proceeds is not so restricted (including, without limitation, all acquisition the proceeds of such license agreements with respect to the Subject Propertyor contract rights for which any required consent has been obtained); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of (a) As security for the date hereof a security interest, to secure payment and performance of the Obligations, each Debtor hereby grants to Secured Party a first-priority security interest (subject to Section 22) in all of such Debtor’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including all accounts, chattel paper, commercial tort claims, payment intangibles, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, other goods, money and all products, accessions, proceeds and supporting obligations of any and all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest foregoing (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on ). (ib) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, includingThe Collateral includes, without limitation, the Existing Swapfollowing property (the “Intellectual Property”) of the Debtors at any time, whether now existing or hereafter arising, (i) all patents, trademarks, trade secrets, copyrights, software, mask works, know-how, inventions, and other general intangibles of every kind besides payment intangibles and those that do not relate to inventions, ideas, business methods, scientific discoveries, or other things characterized in any business or legal context as “intellectual property”, together with all improvements, enhancements, additions or accessions thereto; (ii) all Contracts referenced applications or registrations therefor or relating thereto, all government-approvals, permits or rights therefor, relating thereto or associated therewith, and all amendments or supplements thereto; (iii) all drawings, samples, embodiments, code, physical manifestations of or relating to or describing, creating or evidencing any of the foregoing, together with all books and records relating thereto; (iv) all licenses, sublicenses, other rights or defenses, and other contracts or obligations at law or in Section 5.16 below equity constituting or relating to any Intellectual Property, including all agreements signed by any third party protecting, promising or otherwise assuring confidentiality, nondisclosure, nonuse or non-reverse engineering or decompiling or other misuse of any Intellectual Property; (including property management and leasing agreements)v) all contracts or obligations of employees, architects’ agreements, and/or construction agreements consultants or other persons or entities to assign or transfer to or otherwise share with a Debtor any Intellectual Property or otherwise regulate their conduct with respect to any Intellectual Property; and (vi) all rights and claims of either Debtor to ownership or other interests in any asset claimed to be owned or controlled by a third party, but which such Debtor contends to be its Intellectual Property. With reference to the completion “Intellectual Property”, the following part of the Collateral, whether now existing or hereafter acquired, are called “Proceeds” herein: (i) all payment intangibles and other general intangibles consisting of commercial tort claims or other claims or causes of action for infringement, misappropriation, conversion, misuse or other torts of wrongful conduct by any improvements on the Subject person or entity with respect to any Intellectual Property); (ii) all royalties, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligationsinstruments, insurance policies, insurance chattel paper and condemnation awards and proceeds, any other rights to the payment and proceeds of money, trade names, trademarks and service marks every kind arising from or related relating to the ownership, management, leasing or operation of the Subject any Intellectual Property or to any business now other Proceeds of Intellectual Property; (iii) any breach of contract or hereafter conducted thereon by Mortgagor; all permitsother legal or equitable relief relating to any Intellectual Property, consentsincluding any breach of any contract for confidentiality, approvalsnonuse, licensesnondisclosure, authorizations and not to reverse engineer or decompile or otherwise regulate the handling or dealing with any Intellectual Property; (iv) any rights to indemnification, defense or reimbursements for or against third party claims alleging infringement or other rights granted by, given wrongs by or obtained from, relating to any governmental entity with respect to the Subject Intellectual Property; all deposits and (v) any other rights, claims or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject defenses that would exist in favor of a purchaser of any Intellectual Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeif there were a transfer, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reservesconstituting general intangibles, deferred payments, depositspayment intangibles, accounts, refundscommercial torts, cost savings or otherwise. (c) Anything herein to the contrary notwithstanding, (i) each Debtor shall remain liable under any Pledged Collateral Agreements and payments any other contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Secured Party of any kind related of the rights hereunder shall not release any Debtor from any of its duties or obligations under any Pledged Collateral Agreements or other such contracts, agreements and other documents, and (iii) Secured Party shall not have any obligation or liability under any Pledged Collateral Agreements or other such contracts, agreements and other documents solely by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of any Debtor thereunder or to take any action to collect or enforce any Pledged Collateral Agreements or other such contract, agreement or other document. (d) Anything herein to the Subject Property or any portion thereof; together with all replacements and proceeds ofcontrary notwithstanding, in no event shall the Collateral include, and additions and accessions tono Debtor shall be deemed to have granted a security interest in, any of the foregoing; together with all booksa Debtor’s right, records and files to the extent relating to title or interest in any of the foregoingoutstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that (i) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the applicable Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to such Debtor shall arise or exist in connection with the pledge of any Controlled Foreign Corporation, the Collateral shall include, and such Debtor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As to all of the above described personal property which is or which hereafter becomes used herein, “Controlled Foreign Corporation” shall mean a “fixturecontrolled foreign corporation” under applicable law, this Mortgage constitutes a fixture filing under as defined in the Pennsylvania Uniform Commercial Internal Revenue Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor The Debtors hereby grants assign and assigns grant to Mortgagee as the Agent on behalf of the date hereof Lenders, a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property in which Mortgagor assets of the Debtors, now owned or at any time hereafter has any interest created or acquired (collectively, the “Collateral”): ): (a) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receiptscontract rights, chattel paper, instruments, deposit accounts, accounts receivable, contract letter of credit rights, licensespayment intangibles and general intangibles, agreementsincluding all amounts owing to each Debtor from a factor and choses in action; and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper. (b) All inventory, including all materials, work in process and finished goods. (c) All goods, including, without limitation, all acquisition agreements machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, vessels (including, for the avoidance of doubt, any Collateral Ships (including without limitation any autonomous underwater vehicle or AUV listed in Part C of Schedule II and, to the extent owned by a Debtor, all materials used or to be used in the construction and equipping a Collateral Ship, all equipment, outfitting, engines and appliances installed or to be installed on a Collateral Ship, all rights related to a Collateral Ship, and all proceeds therefrom, and any and all present and future parts, accessories, attachments, additions, accessions, substitutions and replacements to and for any of the foregoing collateral)), appliances, furniture, special and general tools, fixtures, test and quality control devices, all Titled Collateral (as defined below), and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Debtor’s businesses and all improvements thereto. (d) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type, including, all Equity Interests in any and all Persons owned or hereafter acquired by any Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing. (e) Subject to the Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by any Debtor in any and all Persons including without limitation each of the issuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any such Equity Interests (collectively, including the Subject PropertyAdditional Pledged Interests (as defined below); , the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of Mortgagor’s rights under the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and any Swap Agreementother collateral pledged pursuant to this Section 1(e) are referred to herein, collectively, as the “Pledged Collateral”). (f) All general intangibles, including, without limitationbut not limited to: (i) all patents, the Existing Swap; and all Contracts referenced in Section 5.16 below unpatented or unpatentable inventions, (including property management ii) all trademarks, service marks, and leasing agreements)trade names, architects’ agreements(iii) all copyrights and literary rights, and/or construction agreements (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with respect to the completion or symbolized by any of any improvements on the Subject Property), such general intangibles, chattel paper (whether electronic or tangible), instrumentsall contract rights, documents, promissory notesapplications, draftslicenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. (g) All negotiable and nonnegotiable documents of title covering any Collateral. (h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral. (i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits guaranties or other security now or hereafter made with or given to utility companies by Mortgagor with respect to supporting obligations covering the Subject Property; all advance payments Collateral, and any causes of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications action relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCCollateral.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, interest to secure payment and performance of all of the Secured Obligations, in Mortgagor’s right, title and interest in and to all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or MORTGAGE (SOUTH CAROLINA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania South Carolina Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Mortgagor is the “debtor” and its address is as set forth on page 1 of this Mortgage, (ii) the Mortgagee is the “secured party” and its address is acknowledged as set forth on page 1 of this Mortgage and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Mortgagor.

Security Interest. Mortgagor Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Bank a continuing security interest in and to, and assigns to Mortgagee as Bank, the following property of the date hereof Borrower, wherever located and whether now owned or hereafter acquired: (a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower’s business; (b) All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a security interestwriting), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to secure payment Borrower from any Person, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and performance securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all hereinafter called the “Receivables”); (c) All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter, collectively, called the “Equipment”); and (d) All proceeds and products of all of the Secured Obligationsforegoing in any form, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all proceeds of Mortgagor’s rights under any Swap Agreementcredit, fire or other insurance, and also including, without limitation, rents and profits resulting from the Existing Swap; temporary use of any of the foregoing (which, with Inventory, Receivables and Equipment are all Contracts referenced hereinafter called “Collateral”). (e) Notwithstanding anything contained herein to the contrary, Bank shall not perfect its security interest in the Collateral except as provided herein. Upon the execution of this Agreement, however, the Bank shall hold a Uniform Commercial Code Financing Statement for each Borrower naming such Borrower as a debtor and the Bank as a secured party (together, the "Financing Statements") and a Patent Security Agreement in escrow. Upon the occurrence of an Event of Default(s) hereunder based upon the Borrower's failure to adhere to any of the financial covenants contained and calculated in accordance with Section 5.16 below 13 hereof in any two (including property management and leasing agreements2) consecutive quarters (a “Security Trigger Event”), architects’ agreementsthe Bank may file the Financing Statements in such jurisdictions deemed necessary by the Bank to perfect the Bank's security interest and the Bank may file the Patent Security Agreement with the United States Patent and Trademark Office ("USPTO") in the Collateral without any additional consent or authorization from the Borrower. For purposes of clarification the Bank's right to perfect its security interest in the Collateral is not predicated upon the occurrence of an Event of Default in the same financial covenant for two (2) consecutive quarters. The Bank's filing of the Financing Statements and the Patent Security Agreement shall in no event be deemed a waiver of any rights or remedies that the Bank has or may have against the Borrower at such time resulting from the occurrence of such Event(s) of Default and the Bank hereby reserves and preserves all of its rights and remedies against the Borrower under this Agreement, and/or construction agreements any related documents executed in connection with this Agreement and under applicable law. In the event that the Bank has filed Financing Statements, the Bank shall promptly file termination statements with respect to the completion filed Financing Statements and a release of any improvements the Patent Security Agreement upon the Borrower's achieving a Debt Service Coverage Ratio in excess of 2.0:1.0 and a ratio of Total Debt divided by Tangible Net Worth on a consolidated basis is less than 1.0:1.0 as evidenced by the financial statements furnished to the Bank in accordance with Section 11 hereof and provided no Event of Default has occurred and is continuing at that time. For purposes of this covenant, Debt Service Coverage Ratio means Adjusted EBITDA measured at quarter end based on the Subject Propertyprevious 12 months financial performance divided by Fixed Charges measured at the same quarter end. The Bank, however, may refile such Financing Statements and refile the Patent Security Agreement upon the occurrence of an Event(s) of Default based solely upon the financial covenants contained in Section 13 herein for two (2) consecutive fiscal quarters thereafter without any additional consent or authorization from the Borrower. Thereafter, the Bank will refile such Financing Statements and/or Termination Statements all in accordance with this Section 5(e), general intangibles, chattel paper . (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights f) Notwithstanding anything contained herein to the payment contrary, the Borrower shall furnish the Bank with Landlord's Consents and Waiver of money, trade names, trademarks Lien for each leased location of the Borrower and service marks arising from or related a Warehousemen's Letter for each location of the Borrower that any Inventory is stored upon the occurrence of an Event of Default hereunder based solely upon the breach of a financial covenant contained in Section 13 herein for any fiscal quarter of the Borrower. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the ownership, management, leasing or operation Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect earlier to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any occur of the foregoing; together Borrower's knowledge of such Event of Default or the Borrower's receipt of written notice by the Bank of such Event of Default. The Borrower's failure to use all reasonable efforts to comply with all books, records and files to the extent relating to any this Section 5(f) shall constitute an Event of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCDefault hereunder.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of As security for the date hereof a security interest, to secure prompt payment and performance of all of its Obligations, the Secured ObligationsBorrower hereby assigns and pledges to the Lender, and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the interests of ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as set forth in Section 4.02 and in the related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Borrower’s right, title and interest, in, to, and under, whether now owned or hereafter acquired, in all of the following described personal property in which Mortgagor following, whether now or at any time hereafter existing and wherever located: (i) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of the Borrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) the Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent that a related Acknowledgement Agreement has any interest been executed, and all rights and claims thereunder, (iv) all books and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) (v) the Collection Account and all amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the Cash Management Account pursuant to the terms of the Intercreditor Agreement and Cash Management Agreement, to the extent applicable to the Pledged Servicing Rights related solely to the ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and (vii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are ); provided that the Borrower shall not assign or are pledge to be incorporated into, used in connection withthe Lender, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced grant a security interest in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is Excluded Amounts or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCExcess Yield.

Security Interest. Mortgagor As security for the Secured Obligations described in Section 2 hereof, the Debtor hereby grants to the Secured Party a first priority security interest in and assigns to Mortgagee as lien on all of the date hereof property described below (hereinafter referred to collectively as the “Collateral”): a. All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications and replacements, whether now owned or subsequently acquired, constructed or attached or added to or placed in, the foregoing (collectively, the “Equipment”); b. All inventory, wherever located, including goods, merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, work in process or materials used or consumed in the Debtor’s business, or consigned to others or held by others for return to the Debtor, whether now owned or subsequently acquired or manufactured and wherever located (collectively, the “Inventory”); c. All accounts receivable, including, without limitation, accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles and any other obligations of any kind, whether now existing or hereafter arising out of or in connection, with the sale or lease of goods or the rendering of services and all rights now or hereafter existing in and to all security interestagreements, notes, leases, licenses, franchises, supply agreements and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles and obligations being the “Receivables” and any and all such security agreements, notes, leases, licenses, franchises, supply agreements and other contracts being the “Related Contracts”); d. All general intangibles, including, but not limited to, corporate names, trade names, trademarks, trade secrets, books and records, customer lists, blue prints and plans, computer programs, tapes and related electronic data, processing software and all corporate ledgers; e. Any and all additions, accessions, substitutions or replacements to or for any of the foregoing; f. Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the Collateral (whether or not the Secured Party is the loss payee thereof); g. All of the Debtor’s after-acquired property of the kinds and types described in paragraphs (a) - (f) herein; h. All records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche or electronic media, together with all of the Debtor’s right, title and interest in and to all computer software required to utilize, create, maintain and process any of such records or data or electronic media; and also in (i) all checks, money, securities, bank accounts, deposit accounts and other accounts in the possession of or held by the Secured Party whether in the name of the Debtor or in the name of the Secured Party, and (ii) all other property given by the Debtor to the Secured Party pursuant to this agreement. The property described in (i) and (ii) above are held in the possession of the Secured Party by agreement of Debtor and Secured Party. All of the said Collateral (which throughout this Agreement includes after-acquired Collateral) is to secure the payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants (a) Assignment and assigns to Mortgagee as Grant of Security in respect of the date hereof a security interest, to Secured Obligations. To secure the prompt payment and performance of all of the Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Agent, for the benefit of the Lender Group, a continuing security interest in all of Debtor's right, title and interest in and to the following described personal property in which Mortgagor property, whether now existing or at any time hereafter has any interest acquired or arising and whether registered or unregistered (collectively, the “"Trademark Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on "): (i) all state(including common law)and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the real property described on Exhibit A attached hereto and incorporated by reference herein PTO, any State of the United States (but excluding each application to register any trademark, service ▇▇▇▇, or other ▇▇▇▇ ▇▇▇▇▇ to the extent filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service ▇▇▇▇) and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same are may be amended, modified or supplemented from time to time), and the right (but not effectively made a part the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the real property pursuant same, to Section 1.1 above) ▇▇▇ or bring opposition or cancellation proceedings in Debtor's name or in the name of Agent for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) the Improvements; together with all rents (claims, causes of action and rights to the extent▇▇▇ for past, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion present or future infringement or unconsented use of any improvements on the Subject Property), Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or intangibles related to the ownership, management, leasing or operation arising out of any of the Subject Property Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or any business now or hereafter conducted thereon by Mortgagorassociated therewith; and (iv) all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments Proceeds of any kind related to the Subject Property or any portion thereof; together with and all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all booksprovided, records and files to the extent relating to however, that Trademark Collateral shall not include any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCExcluded Collateral.

Security Interest. Mortgagor hereby grants (a) As security for the full, prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance by you of all of your obligations to the us under this Agreement or otherwise including all costs, expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the rights of the Franchisor under this Agreement (the "Secured Obligations"), you grant to us a first priority security interest under the applicable Uniform Commercial Code in the state in which the Franchised Business is located and a security interest under any other applicable law in and to the Business Assets. You will: (i) sign any financing statements (including the form attached as Exhibit G to the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and pay all connected costs necessary to perfect the security interest granted in this Section against the rights or interest of third parties and you appoint us as your true and lawful attorney, and in its name, place and stead, to make, sign, acknowledge and file all documents, instruments and forms, whether notarized or otherwise, which in the opinion of our counsel, are reasonably required to perfect the security interest granted in this Section; (ii) except in the ordinary course of its business, not sell, transfer, assign, mortgage, encumber or otherwise dispose of, or create, assume, or suffer to exist any security interest (other than as created under this Agreement) in any of the Business Assets; and (iii) at all times keep accurate and complete records of the Business Assets at its place of business and we or any of out agents have the right to call at your place of business at intervals we determine, and, without hindrance or delay, to inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Business Assets. Upon the occurrence of any Event of Default, we may declare the Secured Obligations, or any of them immediately due and payable without demand or notice, and we may proceed to exercise any one or more of the rights or remedies afforded by the applicable Uniform Commercial Code or other applicable law of any jurisdiction, and any other remedies or right provided in this Agreement, all of which may be exercised, cumulatively or consecutively in our sole discretion. (b) Upon an occurrence of an Event of Default, we will send you notice and, upon the sending of the notice, we have the right to notify all of your account debtors obligated on any or all of the following described personal property accounts receivable to make payment thereof directly to us. Moreover, we have the right to enforce and collect all amounts due with respect to the accounts receivable for purposes of satisfying the Secured Obligations. You constitute and appoint us as your lawful attorney-in-fact, and in which Mortgagor now or at your place and stead, with full power of substitution either in our name (i) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any time hereafter has any interest of t▇▇ accounts receivable; (collectivelyii) to endorse checks, the “Collateral”): All goodsdrafts, building orders and other materialsinstruments for payment of monies payable with respect to the accounts receivable; and (iii) to settle, suppliescompromise, work in processextend the date for payment, equipmentprosecute or defend any action or proceeding with respect to the accounts receivable, machinery, fixtures, furniture, furnishings, signs all without notice or consent to you and other personal property and embedded software included therein, wherever situated, which are without discharging or are affecting your obligations under this Agreement. (c) We agree to be incorporated into, used in connection with, or appropriated for use on subordinate our security interest to: (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or landlord's lien; (ii) the Improvementssecurity interest of a reputable institutional lender for a loan to you for working capital purposes; together with all rents (to iii) the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to purchase money security interest of an approved equipment vendor for any equipment you purchase or lease and use in the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of your Healthy Bites Grill Franchise; or (iv) the Subject Property or any business now or hereafter conducted thereon by Mortgagor; purchase money security interest of a supplier of approved products sold at your Healthy Bites Grill Franchise. You pay all permits, consents, approvals, licenses, authorizations filing fees and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other costs for perfecting our security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCinterest.

Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Purchase Agreement), Debtor hereby grants to Secured Parties, pari passu, a present and assigns continuing security interest (the “Security Interest”), which is junior to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, interest held by Western Commercial Bank in all of the following described personal Debtor’s right, title and interest in, to and under all its property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods), building whether now owned or existing or hereafter acquired or arising and other materialswheresoever located, suppliesincluding, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on without limitation: (i) all of Debtor’s software, including all source code, object code and documentation, and lexicon databases together, including all trade secrets, copyrights and other property rights therein; (ii) all of Debtor’s patents and patent applications, and all continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect thereto; (iii) all of Debtor’s trademarks, service marks and applications for trademarks and service marks, including, but not limited to, the real property described trademarks and applications to register trademarks listed on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part hereof, all common law rights in the trade marks, service marks and trade names subject to such registrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will; (iv) all of Debtor’s copyrights and copyright applications,; (v) the right to ▇▇▇ for past, present and future infringement or misappropriation of trade secrets, copyrights, patents, trademarks and service marks, and all rights corresponding thereto throughout the world; (vi) all products and proceeds of the real property pursuant foregoing, including the right to Section 1.1 abovereceive license fees, royalties and other payments in respect thereof, the proceeds of any infringement suits, and so forth; (vii) or all equipment (iiincluding all machinery, tools and furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods, (the “Tangible Collateral”); (viii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, rights to the payment of money, payment intangibles, other receivables, contract rights, licensescontracts, agreementsleases, (chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and general intangibles of Debtor, including, without limitation, all acquisition agreements with respect to the Subject Property); tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of MortgagorDebtor’s rights under any Swap Agreementall present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business (including, to the maximum extent permitted by law, all rights incident to appurtenant to such licenses and permits, including, without limitation, the Existing Swap; right to receive all Contracts referenced proceeds derived from or in Section 5.16 below connection with the sale, assignment or transfer of such licenses and permits; (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), ix) all instruments, documentsdocuments of title, promissory notesletters of credit, drafts, rights to proceeds of letters of credit, letter of credit rights, supporting obligationsobligations of every kind and description, insurance policiespolicies and certificates of insurance, insurance securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (including, without limitation, all of Debtors’ right, title and condemnation awards interest in and proceedsto all limited liability companies and partnerships and to any successor business entities, any other rights and the right to the payment of moneyreceive all payments and distributions due or to become due under all related partnership agreements, trade namesoperation agreements, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted byconstituent documents governing or establishing such business entities), given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, bank deposits, deposit accounts, refundschecking accounts, cost savings certificates of deposit and payments of any kind related to the Subject Property cash; (x) all accessions, additions or any portion thereof; together with improvements to, and all replacements proceeds and proceeds products of, and additions and accessions to, any all of the foregoing, including proceeds of insurance; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.and

Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Lender a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113730/Store No. 560 obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeLender, whether or not disbursed; all funds deposited with Mortgagee Lender pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Deed of Trust is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on Page 1 of this Deed of Trust, (ii) the Lender is the “secured party” and its address is acknowledged as set forth on Page 1 of this Deed of Trust and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) any existing or future improvements on the Improvementsreal property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all rents (to and security deposits derived from the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash ▇▇▇▇ receipts, all amounts in the Interest Reserve Account and the Capital Expenditure Reserve Account (each as defined in the Reimbursement Agreement), deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, operation, sale or operation disposition of the Subject Property or any business now or hereafter conducted thereon by Mortgagor▇▇▇▇▇▇▇▇▇; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeMortgagee in connection with the Reimbursement Agreement, whether or not disbursed, including without limitation, all amounts in the Interest Reserve Account and the Capital Expenditure Reserve Account; all funds deposited with Mortgagee pursuant to any loan bank agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage from the date of its recording constitutes a fixture filing under the Pennsylvania Iowa Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC. For this purpose, the name and address of the Debtor is the name and address of the ▇▇▇▇▇▇▇▇▇ as set forth in this Mortgage and the name and address of the Secured Party is the name and address of the Mortgagee as set forth in this Mortgage. This Mortgage creates a security interest in the Collateral, and, to the extent the Collateral is not real property, this Mortgage constitutes a security agreement from Mortgagor to Mortgagee under the UCC.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s Trustor's rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“"UCC”"), and is acknowledged and agreed to be a “"construction mortgage” " under the UCC.

Security Interest. Mortgagor Sevcon USA, Inc., a Delaware corporation (hereinafter referred to as the “Borrower”), for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to RBS Citizens, National Association, a national banking association, the secured party hereunder (hereinafter called the “Bank”), a continuing security interest in and to, and assigns to Mortgagee as Bank, all assets of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinBorrower, wherever situated, which are located and whether now owned or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementhereafter acquired, including, without limitation, the Existing Swap; following: (a) all Contracts referenced inventory, including all goods, merchandise, raw materials and work in Section 5.16 below process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower’s business (all hereinafter called the “Inventory”); (b) all accounts (as defined in Article 9 of the Uniform Commercial Code, hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including property management without limitation registered and leasing agreements)unregistered tradenames, architects’ agreementscopyrights, and/or construction agreements with respect customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to the completion any Accounts and all tax refunds of any improvements on the Subject Property)every kind and nature to which Borrower is now or hereafter may become entitled to, general intangibles, chattel paper (whether electronic or tangibleno matter how arising), instruments, documents, promissory notes, drafts, letters of creditchattel paper (whether tangible or electronic) deposit accounts, letter of credit rightsrights (whether or not the letter of credit is evidenced by a writing), securities, security entitlements, security accounts, investment property, supporting obligations, insurance policieschoses in action, insurance commercial tort claims, and condemnation awards all other debts, obligations and proceedsliabilities in whatever form, owing to Borrower from any person, firm or corporation or any other rights to the payment of moneylegal entity, trade nameswhether now existing or hereafter arising, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given received by or obtained frombelonging or owing to Borrower, any governmental entity with respect for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofreplevy goods, and additions and accessions to, any all rights of an unpaid seller of merchandise or services (all hereinafter called the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCReceivables”), and is acknowledged and agreed to be a “mortgage” under the UCC.;

Security Interest. Mortgagor Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Bank a continuing security interest in and to, and assigns to Mortgagee as Bank, the following property of the date hereof Borrower, wherever located and whether now owned or hereafter acquired: (a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower’s business; (b) All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a security interestwriting), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to secure payment Borrower from any Person, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and performance securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all hereinafter called the “Receivables”); (c) All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter, collectively, called the “Equipment”); and (d) All proceeds and products of all of the Secured Obligationsforegoing in any form, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all proceeds of Mortgagor’s rights under any Swap Agreementcredit, fire or other insurance, and also including, without limitation, rents and profits resulting from the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion temporary use of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together foregoing (which, with Inventory, Receivables and Equipment are all books, records and files hereinafter called “Collateral”). (e) [Reserved.] (f) Notwithstanding anything contained herein to the extent relating to any contrary, the Borrower shall furnish the Bank with Landlord's Consents and Waiver of Lien for each leased location of the foregoing. As to all Borrower and/or a Warehousemen's Letter for each location of the above described personal property which Borrower that any Inventory is stored hereunder if so requested by the Bank in its sole discretion. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of such request, or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, such additional time as amended may be reasonably necessary while Borrower uses commercially reasonable efforts to obtain such waiver or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCletter.

Security Interest. Mortgagor As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due to the Investors, the Banks, the Investor Agents and the Program Agent hereunder of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and assigns to Mortgagee as the ratable benefit of the date hereof Investors, the Banks and the Investor Agents, a security interestinterest in, to secure payment and performance of all of the Secured ObligationsSeller's right, title and interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest and to: (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (iA) the real property described on Exhibit A attached hereto Originator Purchase Agreement and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap AgreementParent Undertaking, including, without limitation, (i) all rights of the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ Seller to receive moneys due or to become due under or pursuant to such agreements, and/or construction agreements (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such agreements, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the completion of any improvements on the Subject Property)such agreements, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation iv) claims of the Subject Property Seller for damages arising out of or any business for breach of or default under such agreements, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter conducted thereon by Mortgagor; all permitsacquired or arising, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity the Related Security with respect to thereto and the Subject Property; Collections and all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansassets, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeincluding, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, depositswithout limitation, accounts, refundschattel paper, cost savings instruments and payments of any kind related to general intangibles (as those terms are defined in the Subject Property or any portion thereof; together with all replacements and proceeds ofUCC), and additions and accessions to, including undivided interests in any of the foregoing; together with all books, records (C) the Lock-Box Accounts, the related lock-boxes and files the Program Agent Account and (D) to the extent relating to not included in the foregoing, all proceeds of any and all of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Debtor hereby assigns, pledges and transfers to Secured Party and grants and assigns to Mortgagee as of the date hereof Secured Party a continuing security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following property described personal property in this Section 1, all of which Mortgagor now or at any time properties are hereafter has any interest (collectively, the called “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part . Each of the real property pursuant to Section types of Collateral described in Sections 1.1, 1.2, 1.3, 1.4, 1.5 and 1.6 hereof are included unless the phrase “Not Included” is inserted in the place provided. 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, All of Debtor’s accounts, cash receipts, deposit accountschattel paper, accounts receivable, contract rights, licensesdocuments and instruments; all other obligations or indebtedness owed to Debtor from whatever source arising; all guarantees of any of the foregoing and all security therefor; all of the right, agreementstitle and interest of Debtor in and with respect to the goods, (services or other property which gave rise to or which secure any of the foregoing and all insurance policies and proceeds relating thereto; all of the foregoing whether now owned by Debtor or hereafter acquired or in existence. 1.2 All of Debtor’s inventory, including, without limitation, all acquisition agreements with respect goods, merchandise and other personal property which are held for sale or lease, or are furnished or to the Subject Property)be furnished under any contract of service by Debtor, or are raw materials, work-in-progress, supplies or materials used or consumed in Debtor’s business, and all products thereof, and all substitutions, replacements, additions and accessories thereto, all whether now owned or hereafter acquired by Debtor; and all of MortgagorDebtor’s rights under right, title and interest in and to any Swap Agreementleases or rental agreements for such inventory. 1.3 All of Debtor’s equipment, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management furniture, fixtures, machinery and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion other equipment of any improvements on the Subject Property)kind and all substitutions and replacements thereof and accessories and parts therefor, all whether now owned or hereafter acquired by Debtor. 1.4 All of Debtor’s general intangibles, chattel paper (including, without limitation, all payment intangibles, software, goodwill, patents, formulas, blueprints, proprietary manufacturing processes, trademarks, licenses, franchises, beneficial interests in trusts, joint venture interests, partnership interests, rights to tax refunds, pension plan overfundings, literary rights and other contractual rights of Debtor, all whether electronic now owned or tangible)hereafter acquired by Debtor. 1.5 All of Debtor’s investment property, instrumentsincluding, documentswithout limitation, promissory notesall securities, draftswhether certificated or uncertificated, letters all security entitlements, all securities accounts, all commodity contracts and all commodity accounts owned by Debtor or in which Debtor has an interest, all whether now owned or hereafter acquired by Debtor. 1.6 All of credit, letter of Debtor’s deposit accounts and letter-of-credit rights. 1. 8 , supporting obligationstogether with all dividends, insurance policiesdistributions, insurance income, interest, premiums, monies, claims for monies, stock dividends and condemnation awards and proceedsstock splits, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations due and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofpayable thereon, and additions all proceeds thereof, all securities issued in replacement thereof, and accessions to, any all other securities substituted therefor (all of which are hereinafter sometimes collectively referred to as “Pledged Stock”). Debtor covenants that the Pledged Stock shall have a market value at all times of not less than % of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCIndebtedness.

Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee Grantee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorGrantor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeGrantee, whether or not disbursed; all funds deposited with Mortgagee Grantee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorTrustor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “construction mortgage” under the UCC.

Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, Borrower grants to Lender a security interest in all of Borrower’s right, title, and interest in and to the following described personal property in which Mortgagor whether now owned or at any time hereafter has any interest acquired, including without limitation the following (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the equity interests of any Foreign Subsidiary that constitutes a Permitted Investment; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the real property described on Exhibit A attached hereto and incorporated by reference herein (possession or under the control of Lender; and, to the extent not otherwise included, all Proceeds of each of the same are foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. 3.2 Notwithstanding the foregoing, the term “Collateral” shall not effectively made include Borrower’s right, title or interest in, and Borrower shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ upon any lease, license, contract or other agreement to which Borrower is a party or any of Borrower’s rights or interests thereunder if and for so long as the valid grant of a Lien therein to Lender is prohibited as a matter of law or under the terms of such lease, license, contract or other agreement (including where the violation of any such prohibition would result in the termination of the applicable lease, license, contract or other agreement), and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract or other agreement, has not been or is not otherwise obtained; provided, that the exclusions set forth in this Section 3.2 shall in no way be construed (a) to apply if any described prohibition is unenforceable under applicable laws, including Section 9-406, 9-407 or 9-408 of the UCC, (b) to apply after the cessation of any such prohibition, and upon the cessation of such prohibition, such property shall automatically become part of the real property pursuant Collateral, (c) so as to Section 1.1 above) limit, impair or otherwise affect Lender’s Lien upon Borrower’s rights or interests in or to monies due or to become due under any described lease, license, contract or other agreement (including any Accounts), or (iid) to limit, impair or otherwise affect Lender’s Lien upon any of Borrower’s rights or interest in and to any proceeds from the Improvements; together with all rents (to the extentsale, if anylicense, they are not subject to Article 3); all inventorylease or other disposition of any such lease, accounts, cash receipts, deposit accounts, accounts receivablelicense, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor 1.1 Debtor hereby grants and assigns to Mortgagee as of the date hereof Secured Party a continuing security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property in which Mortgagor copyrights and copyright licenses, and all applications therefor, now or at any time hereafter has any interest owned by Debtor, whether registered or unregistered, including, but not limited to, those registered copyrights of Debtor listed on Schedule A attached hereto and made a part hereof (collectively, the “Collateral”): All goods"COPYRIGHTS"), building together with all licenses related thereto, all reissues, continuations or extensions of the foregoing (collectively, the "COLLATERAL"), as security for the Obligations (as defined in the General Security Agreement). 1.2 Debtor hereby requests that the U.S. Copyright Office record this Agreement. 1.3 For the purpose of enabling Secured Party, during the continuance of an Event of Default, to exercise rights and remedies under Article IX of the General Security Agreement at such time as Secured Party shall be lawfully entitled to exercise such rights and remedies, and for no other materialspurpose, suppliesDebtor hereby grants to Secured Party, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any trademarks, service marks, trade names, trade styles, logos, goodwill, copyrights, trade secrets, franchises, licenses and patents or other Collateral now owned or hereafter acquired by Debtor (collectively, the "LICENSED COLLATERAL"), wherever the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementmay be located, including, without limitation, the Existing Swap; following rights: (a) the rights in said Licensed Collateral acquired by the common law of the United States or any state thereof or under the law of any foreign nation, organization, or subdivision thereof; (b) the rights acquired under the statute of any foreign country, or the United States, or any state or subdivision thereof, whether by registrations of such Licensed Collateral or otherwise; (c) the rights acquired in each and every form of said Licensed Collateral as used by Debtor notwithstanding that less than all Contracts referenced in Section 5.16 below of such forms would be registered and not withstanding the form of said Licensed Collateral; (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect d) the right to use or license any party to the completion use of all or any of said Licensed Collateral in connection with the sale of goods and/or the rendering of services in the conduct of services advertising, promotion and the like anywhere in the world; (e) the right to use said Licensed Collateral either in connection with or entirely independent from the other collateral securing the Obligations; (f) the right to assign, transfer and convey a partial interest or the entire interest in any one or more parts of said Licensed Collateral; (g) the right to seek registration, foreign or domestic, of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation such Licensed Collateral which was not registered as of the Subject Property date hereof or any business now registered subsequently; (h) the right to prosecute pending applications (if applicable) for foreign or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by domestic registration (federal or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments state) of any kind related of such Licensed Collateral; and (i) the right to the Subject Property or any portion thereof; together with access to all replacements and proceeds of, and additions and accessions to, media in which any of the foregoing; together with all books, records Licensed Collateral may be recorded or stored and files to the extent relating to any of the foregoing. As to all of computer programs used for the above described personal property which is compilation or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCprintout hereof.

Security Interest. Mortgagor hereby grants (a) Assignment and assigns to Mortgagee as Grant of Security in respect of the date hereof a security interest, to Secured Obligations. To secure the prompt payment and performance of all of the Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Agent, for the benefit of the Lender Group, a continuing security interest in all of Debtor's right, title and interest in and to the following described personal property in which Mortgagor property, whether now existing or at any time hereafter has any interest acquired or arising and whether registered or unregistered (collectively, the “"Trademark Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on "): (i) all state (including common law) and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the real property described on Exhibit A attached hereto and incorporated by reference herein PTO, any State of the United States (but excluding each application to register any trademark, service ▇▇▇▇, or other ▇▇▇▇ ▇▇▇▇▇ to the extent filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service ▇▇▇▇) and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same are may be amended, modified or supplemented from time to time), and the right (but not effectively made a part the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the real property pursuant same, to Section 1.1 above) ▇▇▇ or bring opposition or cancellation proceedings in Debtor's name or in the name of Agent for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) the Improvements; together with all rents (claims, causes of action and rights to the extent▇▇▇ for past, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion present or future infringement or unconsented use of any improvements on the Subject Property), Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or intangibles related to the ownership, management, leasing or operation arising out of any of the Subject Property Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or any business now or hereafter conducted thereon by Mortgagorassociated therewith; and (iv) all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments Proceeds of any kind related to the Subject Property or any portion thereof; together with and all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all booksprovided, records and files to the extent relating to however, that Trademark Collateral shall not include any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCExcluded Collateral.

Security Interest. Mortgagor As security for the Secured Obligations described in Section 3 hereof, each Debtor hereby grants to the Administrative Agent for itself and assigns to Mortgagee as for the benefit of the date hereof other Secured Parties a security interest, to secure payment interest in and performance of lien on all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building tangible and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other intangible personal property and embedded software included thereinfixtures of such Debtor, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) including without limitation the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) below, whether now owned or (ii) the Improvements; existing or hereafter acquired or arising, together with any and all rents additions thereto and replacements therefor and proceeds and products thereof (hereinafter referred to collectively as the extent"COLLATERAL"): (a) all of such Debtor's tangible personal property, if anyincluding without limitation all present and future goods, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, inventory (including, without limitation, all acquisition agreements with respect to the Subject Propertyprinted materials, merchandise, raw materials, work in process, finished goods and supplies); all of Mortgagor’s rights under any Swap Agreement, equipment, merchandise, furniture, fixtures, office supplies, motor vehicles, machinery, printing presses, paper, tools, computers, and associated equipment now owned or hereafter acquired, including, without limitation, the Existing Swap; all Contracts referenced tangible personal property used in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations publishing and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments printing businesses of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files such Debtor; (b) to the extent that such rights are assignable as collateral, such Debtor's rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to such Debtor for the operation of its business, including, without limitation, each of the authorizations, permits, licenses and franchises listed on the Trademark Security Agreement executed this date from such Debtor to the Administrative Agent; (c) to the extent that such rights are assignable, all of such Debtor's rights under all present and future subscriber, member or customer contracts and all franchise, distribution, printing, publishing, construction, engineering, management and advertising and related agreements; and (d) all of such Debtor's other personal property, including, without limitation, all present and future accounts, accounts receivable, investment property, contract rights, general intangibles (including without limitation, all advertiser lists, member lists, subscriber lists, goodwill, and other printed materials, including all copies of prior issues thereof and catalogs, indexes, lists, data and other documents and papers relating thereto, blue prints, designs and research and development), any information stored on any medium, including electronic medium, related to any of the foregoingpersonal property of such Debtor, all instruments, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to such Debtor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to such Debtor, and all guaranties and security therefor. As to all Any of the above described personal property foregoing terms which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under are defined in the Pennsylvania Uniform Commercial Code, Code shall have the meaning provided in the Uniform Commercial Code as amended or recodified from time to time (“UCC”), supplemented and is acknowledged and agreed to be a “mortgage” under expanded by the UCCforegoing.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as (a) Each of the date hereof a security interestfollowing items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to secure payment as the "Purchased Items": all --------------- Mortgage Loans, all rights under each Purchase Agreement (but not the obligations thereunder), all rights of NCMC under the Worth Purchase Agreement with respect to Mortgage Loans originated by Worth Funding Incorporated, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in Section 24(c)), all Servicing Agreements relating to the Mortgage Loans and performance of any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (foregoing to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (they relate to the extent, if any, they are not subject Purchased Assets including the right to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements receive principal and interest payments with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitationPurchased Assets and the right to enforce such payments, the Existing Swap; Collection Account and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified monies from time to time (“UCC”)on deposit in the Collection Account, all "general intangibles", "accounts", "chattel paper", "deposit accounts" and "investment property" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and is acknowledged any and agreed to be a “mortgage” under all replacements, substitutions, distributions on or proceeds of any and all of the UCCforegoing.

Security Interest. Mortgagor Debtor hereby grants grants, bargains, sells, and assigns to Mortgagee as of the date hereof conveys unto Secured Party a security interest, interest in and to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now owned or at any time hereafter acquired by the Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest therein (collectivelya) all inventory (as defined in the UCC) and stock in trade of Debtor, the “Collateral”): All goods, building and all other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent of the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; similar nature now owned or hereafter acquired by Debtor, together with all rents proceeds as defined in the UCC and products thereof and replacements therefor (to "Inventory"), (b) all material items of furniture, fixtures and leasehold improvements of Debtor, now owned or hereafter acquired, together with all proceeds as defined in the extentUCC and products thereof and replacements therefor ("Furniture, if anyFixtures and Leasehold Improvements"), they (c) equipment, appliances and machinery, now owned or hereafter acquired by Debtor, and which are not subject to Article 3necessary for the operation of the Debtor's business, as presently conducted, together with all proceeds as defined in the UCC and products thereof and replacements therefor ("Equipment"); , (d) all inventory, accounts, cash receiptsgoods, deposit accountsdocuments, accounts receivableinstruments, contract rights, licenses, agreementsand chattel paper (in each case as defined in the UCC) ("Accounts") and all proceeds (as defined in the UCC) thereof, (includinge) general intangibles, including without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementgoodwill, includinginventions, without limitationdesigns, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements)patents, architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic trademarks or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of moneyservice marks or applications therefor, trade names, trademarks and service marks rights under license, franchise or other agreements, interests arising from leases, purchase agreements or related to the ownershipother contracts covering real or personal property, managementtax refunds or claims therefor, leasing warranty or operation of the Subject Property guaranty claims, condemnation awards or any business now or hereafter conducted thereon by Mortgagor; all permitsproceeds, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits security interests or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; collateral, all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments other personal property of any kind related to the Subject Property or nature and any portion thereof; together with all replacements and proceeds ofright, and additions and accessions totitle or interest therein, any of the foregoing; together with all books, records, credit files, customer lists, computer programs, printouts, software, manuals, data, materials and records and files to the extent relating pertaining to any of the foregoing. As to , and all insurance policies insuring any of the above described foregoing and all proceeds (as defined in the UCC) thereof, ("Intangibles") investment property, chattel paper (including tangible and electronic chattel paper), deposit accounts, payment intangibles and healthcare insurance receivables (in each case, as defined in the UCC). The Inventory, Furniture, Fixtures and Leasehold Improvements, Equipment, Accounts and Intangibles are hereafter referred collectively as the "Collateral." The tangible personal property which included in the Collateral includes, but is or which hereafter becomes a “fixture” under applicable lawnot limited to, this Mortgage constitutes a fixture filing under property located at the Pennsylvania locations identified on EXHIBIT "A". "UCC" shall mean the Uniform Commercial Code as in effect on the date hereof in the State of Oklahoma, provided that to the extent any terms herein are defined in revisions to such Uniform Commercial Code that will be effective as of July 1, 2001, for such purposes, references to the UCC shall be to such revised Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all the Liabilities, whether now existing or hereafter incurred, whether direct or indirect, absolute or contingent, due or to become due, and based on the authorization of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyDIP Orders, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (Borrowers hereby grant to the extent the same are not effectively made a part of the real property Lender, pursuant to Section 1.1 above364(c) of the Bankruptcy Code, a valid, perfected and enforceable security interest in and lien upon all property of the Borrowers or (ii) the Improvements; together with their bankruptcy estates of any kind or nature whatsoever, whether now existing or hereafter acquired or arising, including, but not limited to, all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receiptschattel paper, deposit accounts, accounts receivablecontracts, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below general intangibles (including all intellectual property management and leasing agreementsall rights, registrations and applications relating thereto), architects’ agreementsgoods, and/or construction agreements with respect to the completion of any improvements on the Subject Property)equipment, general intangiblesinventory, chattel paper (whether electronic or tangible)vehicles, instruments, documents, promissory notesinvestment property, draftsdeposit accounts, books and records (in whatever form maintained), leasehold interest and tenancies (and all rights relating thereto) relating to any real or personal property occupied or used by the Borrowers and all collateral security, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, guarantees given by or obtained from, any governmental entity Person with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing, and all proceeds (whether cash or non-cash), rents, lease or license payments, products or profits of the foregoing (collectively, the "Collateral"). As The liens and security interests granted to the Lender in the Collateral shall be first-priority as to all property of the above described personal Borrowers that is unencumbered and junior in priority as to all property which of the Borrowers that is subject to a lien. Additionally, the security interest in the Collateral shall be subject to the "Carveout" as such term is defined in the DIP Orders. The Carveout is not to exceed $300,000, exclusive of any prepetition retainer provided by the Borrowers' to their bankruptcy counsel or which hereafter becomes a “fixture” under applicable lawother professionals. The Lien and security interest granted herein, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codepursuant to Sections 364(c)(1), as amended or recodified from time to time (“UCC”2), and is acknowledged (3) of the Bankruptcy Code and agreed to the DIP Orders, shall at all times be a “mortgage” under valid, ▇▇▇▇▇▇, perfected and enforceable security interest without any further action by the UCCBorrowers or the Lender.

Security Interest. Mortgagor Each Borrower hereby grants and assigns to Mortgagee as Agent, for the benefit of the date hereof Lenders and the holder of any agreement, instrument or other document entered into in connection with Product Obligations, a security interestinterest in, to secure payment and performance of all of the Secured Obligationsa Lien on, in all of the following described property of such Borrower wherever located and whether now owned or hereafter acquired: (a) All Accounts (other than any governmental Accounts that are not legally assignable by Borrower), Inventory, general intangibles, payment intangibles, chattel paper, documents, and instruments, whether or not specifically assigned to Agent or any Lender, automotive equipment, motor vehicles and fixtures; (b) All guaranties, collateral, liens on, or security interests in, real or personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All goodsleases, building letters of credit, and other materialsrights, suppliesagreements, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are securing or are relating to be incorporated into, used in connection with, or appropriated for use on payment of Accounts; (ic) All rights to receive the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentsurplus funds, if any, they which are not subject payable to Article 3); Borrower following the termination of any Pension Plan and the satisfaction of all inventoryliabilities to participants and beneficiaries under such Pension Plan in accordance with applicable law; (d) All trademarks, accounts, cash receipts, deposit accounts, accounts receivable, contract trademark rights, licensespatents, agreementspatent rights, (includingintellectual property licenses and permits, without limitationtrade names, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementtrade name rights, and approvals, including, without limitation, the Existing Swap; those listed on Schedule 5.1(d) attached hereto, together with all Contracts referenced in Section 5.16 below (including property management income, royalties, damages and leasing agreements), architects’ agreements, and/or construction agreements payments now and hereafter due and payable thereunder with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper thereto; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageee) Equipment, whether or not disbursed; affixed to realty, including Unencumbered Aircraft and equipment located thereon but excluding any Aircraft that is not an Unencumbered Aircraft; (f) All sale, service, performance and equipment lease contracts as to which any Borrower is lessee, agreements and grants (whether written or oral), and any other contract (whether written or oral) between any Borrower and any third party (except for any real property leases, or any equipment leases that do not allow an assignment of such leases by their terms, neither of which shall be Collateral); (g) The entire goodwill and all funds deposited product lines of each Borrower’s businesses and other general intangibles, including, without limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae in connection with Mortgagee pursuant the use of and symbolized by the trademarks of any Borrower; (h) All books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to Collateral; (i) All cash, cash equivalents, monies, securities (including all stock of any Affiliate owned by any Borrower or any Restricted Subsidiary (provided that with respect to any loan agreement; Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting stock and stock equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting stock and stock equivalents), whether now owned or hereafter formed or acquired, and all reservesproceeds thereof, deferred paymentsand other property now or hereafter held, depositsor received by, or in transit to, the Agent or any Lender from or for any Borrower, and all of each Borrower’s investment property and financial assets (as each is defined in the UCC)), deposit accounts, refundsincluding those described on Schedule 5.1(i) attached hereto, cost savings credits, and payments of any kind related to the Subject Property balances with Agent or any portion thereof; together with all replacements and proceeds ofLender existing at any time; (j) All parts (other than parts included in the purchase of Aircraft that is the subject of a Permitted Encumbrance), accessories, attachments, special tools, additions, replacements, substitutions, and additions and accessions to, any to or for all of the foregoing; (k) All Commercial Tort Claims, including those described on Schedule 5.1(k) attached hereto; together with and (l) All proceeds and products of all booksof the foregoing in any form, records including, without limitation, amounts payable under any policies of insurance insuring the foregoing against loss or damage, and files to the extent relating to any all increases and profits received from all of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.;

Security Interest. Mortgagor As security for the Secured Obligations described in Section 2 hereof, Debtor hereby grants to the Secured Party a first priority security interest in and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of lien on all of the Secured Obligations, in all property and assets of the following Debtor, including, but not limited to the property of the types described personal property in which Mortgagor below (hereinafter referred to collectively as the "Collateral"): (a) All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications, and replacements, whether now owned or at any time hereafter has any interest subsequently acquired, constructed, or attached or added to, or placed in, the foregoing (collectively, the “Collateral”): "Equipment"); (b) All inventory, wherever located, including goods, building merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are process or are to be incorporated into, materials used or consumed in connection withthe Debtor's business, or appropriated consigned to others or held by others for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (return to the extent Debtor, whether now owned or subsequently acquired or manufactured and wherever located (collectively, the same are not effectively made a part of the real property pursuant to Section 1.1 above"Inventory"); (c) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, All accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements)accounts, architects’ agreementscontracts, and/or construction agreements with respect to the completion of any improvements on the Subject Property)contract rights, chattel paper, instruments, rents, deposits, general intangibles, and any other obligations of any kind whether now existing or hereafter arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, notes, leases, licenses, franchises, supply agreements, and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper (whether electronic or tangible)paper, instruments, documentsrents, promissory deposits, general intangibles, or obligations (any and all such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles, and obligations being the "Receivables", and any and all such security agreements, notes, draftsleases, letters of creditlicenses, letter of credit rightsfranchises, supporting obligationssupply agreements, insurance policiesand other contracts being the "Related Contracts"); (d) All general intangibles, insurance and condemnation awards and proceedsincluding, any other rights to the payment of moneybut not limited to, corporate names, trade names, trademarks trademarks, trade secrets, inventions, patents (applied for, pending and service marks arising from or related to the ownershipissued), managementproprietary rights, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitsintellectual property, consentsbooks and records, approvalscustomer lists, licenses, authorizations blue prints and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings computer programs, tapes and specifications relating to the Subject Property; all loan funds held by Mortgageerelated electronic data, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofprocessing software, and additions all corporate ledgers; (e) Any and accessions toall additions, accessions, substitutions or replacements to or for any of the foregoing; together ; (f) Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty, or guarantee payable by reason of loss or damage to or otherwise with all books, respect to any of the Collateral (whether or not the Secured Party is the loss payee thereof); (g) All of the Debtor's after-acquired property of the kinds and types described in paragraphs (a) - (f) herein; (h) All records and files to the extent data relating to any of the foregoing. As to property described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawDebtor's right, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)title, and is acknowledged interest in and agreed to be a “mortgage” under all computer software required to utilize, create, maintain and process any of such records or data or electronic media; and also in (1) all checks, money, securities, bank accounts, deposit accounts, and other accounts in the UCCpossession of or held by the Secured Party whether in the name of the Debtor or in the name of the Secured Party, and (2) all other property given by the Debtor to the Secured Party pursuant to this Agreement.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as (a) Each of the date hereof following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the ("Collateral"): all Mortgage Loans, all Underlying Obligations and all Affiliate Transfers, all Affiliate Transfer Documents and all Mortgage Loan Documents, including without limitation all promissory notes, all servicing records, servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder, all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property or to any Affiliate Transfer or to any Underlying Obligation, all purchase agreements or other agreements or contracts (other than Interest Rate Protection Agreements, which are expressly excluded herefrom), relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Mortgage Loans including the right to receive principal and interest payments with respect to the Purchased Mortgage Loans and the right to enforce such payments, all Collection Accounts and any funds on deposit in Collection Accounts to the extent such funds represent proceeds from the Mortgage Loans (as defined in the Pooling and Servicing Agreement), if any, all Pledged Certificates evidencing any or all of the Mortgage Loans, the Pooling and Servicing Agreement as it relates to or constitutes any or all of the foregoing, all "general intangibles", "accounts", and "chattel paper" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing, all collateral under the Loan Agreement, any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) All right, title and interest of the Seller in and to (i) the Collateral and (ii) any and all replacements or substitutions for, distributions on or proceeds of any of the foregoing is hereinafter referred to as the "Seller Collateral". All right, title and interest of the Pledgors in and to (i) the Collateral (but excluding any and all obligations of the Pledgors thereunder) and (ii) any and all replacements or substitutions for, distributions on or proceeds of any of the foregoing is hereinafter referred to as the "Pledgor Collateral". (c) The Buyer and the Seller intend that the Transactions hereunder be sales to the Buyer of the Purchased Mortgage Loans and not loans from the Buyer to the Seller secured by the Purchased Mortgage Loans. However, in order to preserve the Buyer's rights under this Repurchase Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security interest, to secure payment and for the performance by the Seller of all of the Seller's obligations to the Buyer hereunder and the Transactions entered into hereunder (the "Secured Obligations"), the Seller hereby assigns and pledges to the Buyer for its benefit and the ratable benefit of its assignees hereunder, and grants to the Buyer and its assignees hereunder, a security interest in the Collateral. The assignment, pledge and grant of security interest contained herein shall be, and the Seller hereby represents and warrants to the Buyer that it is, a first priority security interest. All Collateral shall secure the payment of all obligations of the following described personal property in which Mortgagor Seller now or at any time hereafter has any interest (collectively, existing under the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Repurchase Agreement, including, without limitation, Seller's obligation to repurchase Mortgage Loans, or if such obligation is so recharacterized as a loan, to repay such loan, for the Existing Swap; Repurchase Price and to pay any and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect other amounts owing to the completion of any improvements on Buyer hereunder. (d) To further secure the Subject Property)Secured Obligations and to induce the Buyer to enter into Transactions with the Seller, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance the Pledgors hereby assign and condemnation awards and proceeds, any other rights pledge to the payment Buyer for its benefit and the ratable benefit of moneyits assignees hereunder, trade names, trademarks and service marks arising from or related grants to the ownershipBuyer and its assignees hereunder, management, leasing or operation a security interest in the Pledgor Collateral. The parties hereto recognize that the Pledgors are not obligors hereunder and are entering into this Repurchase Agreement solely for the purpose of pledging their interest in the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations Pledgor Collateral to secure the Seller's obligations hereunder and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to Buyer will have no recourse against the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files Pledgors (except to the extent relating to any of the foregoing. As to all Pledgor's interest in the Pledgor Collateral) for any obligations of the above described personal property which is Pledgors or which hereafter becomes a “fixture” under applicable lawSeller to the Buyer. The assignment, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)pledge and grant of security interest contained herein shall be, and is acknowledged the Pledgors hereby represent and agreed warrant to be the Buyer that it is, a “mortgage” under the UCCfirst priority security interest.

Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Purchase Agreement), Debtor hereby grants to Secured Parties, pari passu, a present and assigns continuing security interest (the “Security Interest”), which is junior to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, interest held by Western Commercial Bank in all of the following described personal Debtor’s right, title and interest in, to and under all its property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods), building whether now owned or existing or hereafter acquired or arising and other materialswheresoever located, suppliesincluding, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on without limitation: (i) all of Debtor’s software, including all source code, object code and documentation, and lexicon databases together, including all trade secrets, copyrights and other property rights therein; (ii) all of Debtor’s patents and patent applications, and all continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect thereto; (iii) all of Debtor’s trademarks, service marks and applications for trademarks and service marks, including, but not limited to, the real property described trademarks and applications to register trademarks listed on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part hereof, all common law rights in the trade marks, service marks and trade names subject to such registrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will; (iv) all of the real property pursuant to Section 1.1 above) or Debtor’s copyrights and copyright applications,; (iiv) the Improvements; together with all rents (right to the extents▇▇ for past, if anypresent and future infringement or misappropriation of trade secrets, they are not subject to Article 3); all inventorycopyrights, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade namespatents, trademarks and service marks arising from or related to marks, and all rights corresponding thereto throughout the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; world; (vi) all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements products and proceeds of, and additions and accessions to, any of the foregoing; together with , including the right to receive license fees, royalties and other payments in respect thereof, the proceeds of any infringement suits, and so forth; (vii) all booksequipment (including all machinery, records tools and files to furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods, (the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCTangible Collateral”), and is acknowledged and agreed to be a “mortgage” under the UCC.;

Security Interest. Mortgagor (a) ASSIGNMENT AND GRANT OF SECURITY IN RESPECT OF THE OBLIGATIONS OTHER THAN THE TERM LOAN AMOUNT. To secure the Obligations (other than the Term Loan Amount), each Debtor hereby grants grants, assigns, transfers and assigns conveys to Mortgagee as Secured Party, for the benefit of the date hereof Lender Group, a continuing security interestinterest in certain of such Debtor's right, title and interest in and to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor property, whether now existing or at any time hereafter has any interest acquired or arising and whether registered or unregistered (collectively, the “"Trademark Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on "): (i) all state (including common law) and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by such Debtor, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the real property described PTO, any State of the United States and all extensions or renewals thereof, including without limitation any of the foregoing identified on Exhibit SCHEDULE A attached hereto and incorporated by reference herein (to the extent as the same are may be amended, modified or supplemented from time to time), and the right (but not effectively made a part the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the real property pursuant same, to Section 1.1 above) ▇▇▇ or bring opposition or cancellation proceedings in the name of the applicable Debtor or in the name of Secured Party or in the name Secured Party for the benefit of the Lender Group for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) the Improvements; together with all rents (claims, causes of action and rights to the extent▇▇▇ for past, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion present or future infringement or unconsented use of any improvements on the Subject Property), Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or intangibles related to the ownership, management, leasing or operation arising out of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoingTrademarks and all the goodwill of Debtors' business symbolized by the Trademarks or associated therewith; together with and (iv) all books, records Proceeds of any and files to the extent relating to any all of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants (a) As security for the full, prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance by you of all of your obligations to the us under this Agreement or otherwise including all costs, expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the rights of the Franchisor under this Agreement (the "Secured Obligations"), you grant to us a first priority security interest under the applicable Uniform Commercial Code in the state in which the Franchised Business is located and a security interest under any other applicable law in and to the Business Assets. You will: (i) sign any financing statements (including the form attached as Exhibit G to the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and pay all connected costs necessary to perfect the security interest granted in this Section against the rights or interest of third parties and you appoint us as your true and lawful attorney, and in its name, place and stead, to make, sign, acknowledge and file all documents, instruments and forms, whether notarized or otherwise, which in the opinion of our counsel, are reasonably required to perfect the security interest granted in this Section; (ii) except in the ordinary course of its business, not sell, transfer, assign, mortgage, encumber or otherwise dispose of, or create, assume, or suffer to exist any security interest (other than as created under this Agreement) in any of the Business Assets; and (iii) at all times keep accurate and complete records of the Business Assets at its place of business and we or any of out agents have the right to call at your place of business at intervals we determine, and, without hindrance or delay, to inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Business Assets. Upon the occurrence of any Event of Default, we may declare the Secured Obligations, or any of them immediately due and payable without demand or notice, and we may proceed to exercise any one or more of the rights or remedies afforded by the applicable Uniform Commercial Code or other applicable law of any jurisdiction, and any other remedies or right provided in this Agreement, all of which may be exercised, cumulatively or consecutively in our sole discretion. (b) Upon an occurrence of an Event of Default, we will send you notice and, upon the sending of the notice, we have the right to notify all of your account debtors obligated on any or all of the following described personal property accounts receivable to make payment thereof directly to us. Moreover, we have the right to enforce and collect all amounts due with respect to the accounts receivable for purposes of satisfying the Secured Obligations. You constitute and appoint us as your lawful attorney-in-fact, and in which Mortgagor now or at your place and stead, with full power of substitution either in our name (i) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any time hereafter has any interest of ▇▇▇ accounts receivable; (collectivelyii) to endorse checks, the “Collateral”): All goodsdrafts, building orders and other materialsinstruments for payment of monies payable with respect to the accounts receivable; and (iii) to settle, suppliescompromise, work in processextend the date for payment, equipmentprosecute or defend any action or proceeding with respect to the accounts receivable, machinery, fixtures, furniture, furnishings, signs all without notice or consent to you and other personal property and embedded software included therein, wherever situated, which are without discharging or are affecting your obligations under this Agreement. (c) We agree to be incorporated into, used in connection with, or appropriated for use on subordinate our security interest to: (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or landlord's lien; (ii) the Improvementssecurity interest of a reputable institutional lender for a loan to you for working capital purposes; together with all rents (to iii) the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to purchase money security interest of an approved equipment vendor for any equipment you purchase or lease and use in the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of your Healthy Bites Grill Franchise; or (iv) the Subject Property or any business now or hereafter conducted thereon by Mortgagor; purchase money security interest of a supplier of approved products sold at your Healthy Bites Grill Franchise. You pay all permits, consents, approvals, licenses, authorizations filing fees and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other costs for perfecting our security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCinterest.

Security Interest. Mortgagor Each Borrower hereby grants and assigns to Mortgagee as of the date hereof Lenders a security interestinterest in, to secure payment and performance of all of the Secured Obligationsa Lien on, in all of the following described property of such Borrower wherever located and whether now owned or hereafter acquired: (a) All Accounts (other than any governmental Accounts that are not legally assignable by Borrower), Inventory, general intangibles, chattel paper, documents, and instruments, whether or not specifically assigned to Lenders, automotive equipment, motor vehicles and fixtures; (b) All guaranties, collateral, liens on, or security interests in, real or personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All goodsleases, building letters of credit, and other materialsrights, suppliesagreements, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are securing or are relating to be incorporated into, used in connection with, or appropriated for use on payment of Accounts; (ic) All rights to receive the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentsurplus funds, if any, they which are not subject payable to Article 3); Borrower following the termination of any Pension Plan and the satisfaction of all inventoryliabilities to participants and beneficiaries under such Pension Plan in accordance with applicable law; (d) All trademarks, accounts, cash receipts, deposit accounts, accounts receivable, contract trademark rights, licensespatents, agreementspatent rights, (includingintellectual property licenses and permits, without limitationtrade names, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementtrade name rights, and approvals, including, without limitation, the Existing Swap; those listed on Schedule 5.1(d) attached hereto, together with all Contracts referenced in Section 5.16 below (including property management income, royalties, damages and leasing agreements), architects’ agreements, and/or construction agreements payments now and hereafter due and payable thereunder with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper thereto; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageee) Equipment, whether or not disbursed; affixed to realty, including Unencumbered Aircraft and equipment located thereon but excluding any Aircraft that is the subject of a Permitted Encumbrance; (f) All sale, service, performance and equipment lease contracts as to which Borrower is lessee, agreements and grants (whether written or oral), and any other contract (whether written or oral) between Borrower and third parties (except for any real property leases, or any equipment leases that do not allow an assignment of such leases by their terms, neither of which shall be Collateral); (g) The entire goodwill and all funds deposited product lines of Borrower's businesses and other general intangibles, including, without limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae in connection with Mortgagee pursuant the use of and symbolized by the trademarks of Borrower; (h) All books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to Collateral; (i) All monies, securities (including a pledge of all stock of any loan agreement; Affiliate owned by Borrower or any Consolidated Subsidiary and other property now or hereafter held, or received by, or in transit to, Lenders from or for Borrower, and all reservesof Borrower's investment property and financial assets (as each is defined in the UCC)), deferred payments, deposits, deposit accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofcredits, and additions balances with Lenders existing at any time; (j) All parts (other than parts included in the purchase of Aircraft that is the subject of a Permitted Encumbrance), accessories, attachments, special tools, additions, replacements, substitutions, and accessions toto or for all of the foregoing; (k) All proceeds and products of all of the foregoing in any form, including, without limitation, amounts payable under any policies of insurance insuring the foregoing against loss or damage, and all increases and profits received from all of the foregoing; together with all booksprovided, records however, the Collateral shall not include any rights or interests of Borrower under any licenses, leases or other contracts if and files to the extent relating that the granting of a security interest in such licenses, leases or contract is prohibited as a matter of law (as opposed to a contractual prohibition); provided, further, (i) if any such prohibition is no longer effective, a security interest therein in favor of Agent shall automatically arise hereunder without any further action on the foregoing. As part of Borrower or Agent and (ii) nothing contained herein shall be deemed to all limit, impair or otherwise affect Agent's security interest in any rights or interests of the above described personal property which is Borrower in or which hereafter becomes a “fixture” to monies due or to become due under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCany such agreement.

Security Interest. Mortgagor The Grantor does hereby grants transfer, convey, pledge, mortgage, hypothecate, assign and assigns grant a first priority security interest to Mortgagee as of the date hereof a security interestSecurity Trustee, to secure payment for its benefit and performance of all the benefit of the Secured ObligationsParties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following described personal property in collateral, whether now existing or hereafter created [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which Mortgagor now confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. or at any time hereafter has any interest acquired (collectively, the “Mortgage Collateral”): All goods, building and other materials, supplies, work in process) attaching on the date of this Agreement: (a) the Asset; (b) all Parts, equipment, machineryattachments, fixturesaccessories, furniture, furnishings, signs replacement and other personal property added Parts and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business components now or hereafter conducted thereon by Mortgagor; all permitsplaced thereon, consents, approvals, licenses, authorizations and other rights granted by, given by installed therein or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeattached thereto, whether or not disbursed; any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all funds deposited with Mortgagee pursuant to any loan agreement; all reservesinspection, deferred paymentsmodification, depositsoverhaul, accountsservice, refundsrepair, cost savings maintenance, technical and payments of any kind related other records that relate to the Subject Property Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any portion thereof; together with acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all replacements and proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and additions and accessions all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the foregoing; together with equipment described in clauses (a), (b) and (c) above; (e) all booksrents, records issues, profits, revenues and files other income of the property intended, subjected or required to be subjected to the extent relating Lien of this Agreement hereby, by the other Related Documents or by any supplement to any this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and (f) all proceeds, howsoever arising, of the foregoing. As to all of BUT EXCLUDING, HOWEVER, the above described personal property which is or which hereafter becomes a “fixture” under applicable lawExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeand its successors and assigns, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under security for the UCCSecured Obligations.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof Effective Date (as defined in the Project Loan Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter owns or has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and property, embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Property); all after acquired title, and all right, title, interest and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or pertaining to such real property, and together with all development rights or credits, air rights, water, water rights and water stock related to such real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property; together with all rents rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, obligations insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitsrights of Mortgagor under any interest rate hedge, cap, swap or similar agreement; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee or another depository pursuant to the Project Loan Agreement or any loan agreementother Loan Documents; all reserves, deferred payments, deposits, accounts, refunds, cost savings refunds and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), ; and is acknowledged and agreed to be a “mortgage” under recorded in the UCCreal estate records of the county in which the Property is located.

Security Interest. Mortgagor hereby grants and assigns Capitalized terms used in this Section that are not otherwise defined in this Agreement shall have the meanings ascribed to Mortgagee such terms in the UCC. Borrower, as of the date hereof a collateral security interest, to secure payment and performance of for all of the Secured Obligations, hereby pledges, grants, bargains, mortgages, transfers, conveys, hypothecates, assigns and sets over to Lender a first priority Security Interest in, and acknowledges that Lender shall have a continuing Security Interest in, all rights, title and interest of Borrower, whether now existing or hereafter acquired or arising, in and to the following (all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, foregoing shall be hereinafter collectively referred to as the “Collateral”): All goods(a) the Project, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on including (i) the real property described on Exhibit A attached hereto Equipment (as defined in Article I hereof) and incorporated by reference herein (to the extent the same are not effectively made a part all other parts of the real property pursuant to Section 1.1 above) Project (irrespective of whether such Equipment or other parts constitute Equipment (as defined under the UCC); (ii) the Improvementsany related software (embedded therein or otherwise); together with and (iii) all rents (accessories, equipment, parts and appurtenances appertaining or attached to the extentProject, if anyand all such parts which are at any time removed therefrom so long as title thereto shall remain vested in Borrower and any and all improvements; (b) all Goods, they are not subject to Article 3including Equipment (as defined under the UCC), Inventory, motor vehicles, Farm Products, Accessions, Fixtures and As Extracted Collateral; (c) all inventoryAccounts, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below General Intangibles (including property management and leasing agreementsPayment Intangibles), architects’ Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper) and Instruments and other agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notescontract rights of any kind, draftscharacter and description, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceedsincluding the Support Documents, any Fuel Supply Agreements whether or not such agreements constitute Support Documents, the Construction Documents, the Permits and Related Rights, and any other rights to engineering, architectural, design, or other agreements entered into in connection with the payment purchase of money, trade names, trademarks products and service marks arising from supplies or the performance of services related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorProject; (d) all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Investment Property; (e) all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject PropertyDeposit Accounts; (f) all advance payments Letter of insurance premiums made by Mortgagor with respect to the Subject PropertyCredit Rights; (g) all plans, drawings and specifications relating to the Subject PropertySupporting Obligations; (h) all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofreal property, and additions real property rights owned by Borrower; (i) all present and accessions tofuture proceeds, increases, and profits; (j) any of the foregoing; together with all books, records and files to the extent data relating to any of the foregoing. As , whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Borrower’s right, title and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media; (k) (i) the Required Accounts and any other accounts of Borrower at any financial institution at which the Required Accounts are maintained; (ii) all money, funds, credits and deposits of Borrower therefor; (iii) all additions and further deposits to and all interest earned on the accounts and instruments described in subparagraph (k)(i) above; (iv) all renewals, rollovers, newly assigned account numbers or receipt numbers, reissued or replacement instruments, receipts or certificates for the accounts and instruments or any portion of the funds represented by the accounts and instruments described in subparagraph (k)(i) above; (v) all rights to receive any proceeds or distribution from the Federal Deposit Insurance Corporation or any such successor organization or any other insurance corporation or surety which becomes obligated to pay Borrower upon the closing or termination of a financial institution; (vi) all deposit accounts of Borrower which may be maintained with or issued by any financial institution which acquires or merges with the financial institution(s) described in subparagraph (k)(i) above described personal property which is or any successor or which hereafter becomes a “fixture” under applicable lawassumes the assets and liabilities of any such financial institutions; (vii) all general intangibles or payment intangibles with respect to the foregoing; and (l) any and all present and future all combinations, this Mortgage constitutes a fixture filing under reclassifications, substitutions, renewals and replacements of and additions, improvements, products of, accessions and accumulations to any of the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time Collateral specified in subsections (“UCC”a) through (k), inclusive together with all proceeds and is acknowledged products of the foregoing, including the rents, issues, income, profits, insurance proceeds, condemnation awards and agreed avails thereof and all indemnity, warranty or guaranty payable by reason of loss or damage to be a “mortgage” under or otherwise in respect of any of the UCCforegoing.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementinterest rate swap agreement, including, without limitation, the Existing Swapor other interest rate hedge agreement of any type executed by and between Mortgagor and Mortgagee; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor▇▇▇▇▇▇▇▇▇; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time in the State of New Jersey (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC. For such purposes, the addresses of Mortgagor, as “debtor,” and Mortgagee, as “secured party,” are as set forth in Section 7.11 of the Mortgage.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as As security for payment of the date hereof a security interest, to secure payment Lease Payments and Assumed Liabilities and any other amounts due under this Lease and performance of all obligations under this Lease by Lessee, the Lessee grants Lessor a first priority security interest in the Home Health License, the Assets, including any Replacement Assets (the "Leased Assets"), and the Inventory. Lessee further grants a security interest in all other assets of the Secured ObligationsLessee (the "Other Assets"), in whether now owned or hereafter acquired, including without limitation the following (all of the following described personal property Leased Assets and Other Assets being hereinafter called the "Collateral"), and Lessor acknowledges it shall not have first priority security interest in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part portion of the real Collateral constituting Other Assets: all personal and fixture property pursuant to Section 1.1 above) or of every kind and nature including without limitation all goods (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all including inventory, accountsequipment and any accessions thereto), cash receiptsinstruments (including promissory notes), deposit accountsdocuments, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementshealth-care-insurance receivables), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentsdeposit accounts, documents, promissory notes, drafts, letters of credit, letter-of-credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities and all other investment property, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade namesinsurance claims and proceeds, trademarks and service marks arising all general intangibles (including all payment intangibles). The Lessee hereby irrevocably authorizes the Lessor at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Lessee or related words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Lessee is an organization, the type of organization and any organizational identification number issued to the ownershipLessee and, management(ii) in the case of a financing statement filed as a fixture filing a sufficient description of real property to which the Collateral relates. The Lessee agrees to furnish any such information to the Lessor promptly upon the Lessor's request. To further the attachment, leasing or operation perfection and priority of, and the ability of the Subject Property Lessor to enforce, the Lessor's security interest in the Collateral, and without limitation on the Lessee's other obligations in this Agreement, the Lessee agrees, in each case at the Lessee's expense, to take such Collateral as required to ensure that the Lessor maintains a security interest in the Collateral. Lessee agrees that Lessor shall hold and possess a first priority security interest in the Home Health License, the Assets and the Inventory during the Term of the Lease (as hereinafter defined) and until all obligations under this Lease have been irrevocably paid in full. Lessee agrees and acknowledges that Lessor has acquired a secured interest in the cash collateral of the estate as governed by 11 USC ss. 363 pursuant to this Section 3 and will not use any cash of the estate or income generated by the Home Health License without the written consent of Lessor, if Lessee files a petition under Title 11 of the United States Code, hereinafter the "Bankruptcy Code". If Lessee files a petition under the Bankruptcy Code or under any business now other similar federal or hereafter conducted thereon by Mortgagor; all permitsstate law, Lessee unconditionally and irrevocably agrees that Lessor shall be entitled, and Lessee hereby unconditionally and irrevocably consents, approvals, licenses, authorizations to relief from any automatic stay so as to allow Lessor to exercise its rights and other rights granted by, given by or obtained from, any governmental entity remedies under this Agreement with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect rights and property subject to the Subject Property; all advance payments security interests, including taking possession of insurance premiums made said Collateral. In such event, Lessee hereby agrees that it shall not, in any manner, oppose or otherwise delay any motion filed by Mortgagor with respect Lessor for relief from the automatic stay. Lessor's enforcement of the right granted herein for relief from the automatic stay is subject to the Subject Property; approval of the bankruptcy court in which the case is then pending. Lessee represents to Lessor that it has considered and evaluated the prospects and feasibility of the reorganization of its business under Chapter 11 of the Bankruptcy Code, including the sale of the business, the sale of all plansor substantially all of its assets, drawings the restructuring of its assets and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofliabilities, and additions a liquidation. Lessee represents to Lessor that, based on the foregoing consideration and accessions toevaluation, if Lessee is unable to comply with, or otherwise defaults under this Lease, Lessee will not then have any realistic prospect of an effective reorganization. If Lessee files a petition under the foregoing; together with all booksBankruptcy Code or under any other similar federal or state law, records Lessee hereby unconditionally and files irrevocably agrees that it shall not, in any manner, oppose or challenge any assertion by Lessor that Lessee does not have any realistic prospect of an effective reorganization unless, and only to the extent relating that, there has been a material change or material changes in the circumstances of Lessee from the date hereof, which was or were not contemplated by or in this Lease. It shall be presumed that there has not been a material change in the circumstances of Lessee unless each and every such change is specifically identified by Lessee and supported with adequate and competent evidence thereof. However, in the event that Lessee does file a petition in bankruptcy, Lessee agrees to execute all documents necessary and to take all such further actions as may be required to transfer the Home Health License and Assets to Lessor. Lessee further agrees to provide Lessor with any and all reasonable assurances of its security that Lessor may request, including the foregoing. As to execution of documents acknowledging Lessor's security interests and the provision of Lessee's, Guarantor's and Parent's financial statements, provided that any such request is made during the Term of this Lease (as hereinafter defined) unless all of the above described personal property obligations under this Lease have not been irrevocably paid and satisfied in full in which is or which hereafter becomes a “fixture” case this obligation shall extend until such time as all obligations under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), Lease have been irrevocably paid and is acknowledged and agreed to be a “mortgage” under the UCCsatisfied in full.

Security Interest. Mortgagor Debtors hereby grants grant to Secured Party continuing security interests in the following property, wherever located, now owned or hereafter acquired, and assigns all proceeds, products, additions, accessions, substitutions, replacements, parts, accessories and returns thereof or thereto or used in conjunction therewith (hereinafter referred to Mortgagee collectively as of the date hereof a security interest"Collateral"), to secure the payment and performance of all of Debtors' indebtedness to Security Party represented by the Secured ObligationsPromissory Note dated April 25, 1997, as well as future goods and services provided, whether promissory note, trade acceptance, open account, guarantee or otherwise, arising after this Agreement or any other future agreement between the parties, together with interest on and renewals and extensions of time of said obligations (hereinafter referred to as "Indebtedness") until the Secured Promissory Note above is paid in all of full. The security interest is junior to the following described personal property in which Mortgagor now or at any time hereafter has any security interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto A, as well as to any replacement financing therefor the amount owed to Foothill as of April 25, 1997. (a) All present and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, future deposit accounts, accounts receivablecontracts, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory chattel paper, open accounts receivable, book debts, notes, draftsgeneral intangibles, letters of creditchoses in action, letter of credit rightstax refunds, supporting obligations, and insurance policies, insurance and condemnation awards and proceeds, any other obligations or indebtedness owed to Debtors from whatever source arising; all rights of Debtors to receive any payments in the money or kin; all guaranties of the foregoing and security therefor; all of the right, title and interest of Debtors in and with respect to the payment goods, services, or other property that gave rise to or that secure any of moneythe foregoing and insurance proceeds relating thereto, and all the rights of Debtors as an unpaid seller of goods and services, including, but not limited to, the rights of stoppage in transit, replevin, reclamation and resale, and all of the foregoing, whether now owned or existing or hereafter created or acquired; (b) All goods, merchandise, and other personal property now owned or hereafter acquired by Debtors that is held for sale or lease, or are furnished or to be furnished under any contract of service or are raw materials, work-in-progress, supplies, or materials used or consumed in Debtors' business wherever located, and all products thereof, and all substitutions, replacements, additions, or accessions therefor and thereto: (c) All machinery, equipment, furniture and fixtures now owned or hereafter acquired by Debtors, and used or acquired for use in the business of Debtors, together with all accessions thereto and all substitutions and replacements thereof and parts therefor; (d) All cash or non-cash proceeds of any of the foregoing, including insurance proceeds; and (e) All ledger sheets, files, records, documents, and instruments (including, but not limited to, computer programs, tapes, and related electronic data processing software) evidencing an interest in or relating to the above. (f) All patents, patent applications, copyrights, royalties and licenses. (g) All Goodwill, names, service marks, drawings, trademarks, blueprints, trade names, trademarks trade search and service marks arising customer lists. (h) Printing plates. (i) Any and all contract rights and/or agreements and/or licenses from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee sources pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings which Debtors have the right and payments of any kind related authority to the Subject Property or any portion thereof; together with all replacements market and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsell posters and/or buttons.

Security Interest. Mortgagor (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent, for the benefit of Buyers, as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Administrative Agent, for the benefit of Buyers, to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records, tapes and other electronic medium to evidence the interests granted to Administrative Agent hereunder. (c) Subject to the priority interest of the Indenture Trustee, Administrative Agent, Buyers and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Administrative Agent, for the benefit of Buyers, a security interest (subject and assigns subordinated to Mortgagee ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements) in (i) as of the date hereof a security interestClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to secure payment and performance of all of the Secured Obligationsreceive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, in all of the following described personal property in which Mortgagor now existing or at any time hereafter has any interest created (collectively, the “CollateralRepurchase Rights”): All goods, building ) and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are (ii) all collateral however defined or are to be incorporated into, used in connection with, or appropriated for use on (i) described under the real property described on Exhibit A attached hereto and incorporated by reference herein (Program Agreements to the extent not otherwise included under the same definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) [Reserved.] (e) The foregoing provisions of this Section 4.02 are not effectively made intended to constitute a part security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Bankruptcy Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof Closing Date a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property (including, without limitation, all water well▇, ▇▇pelines, irrigation systems, pumps, fuel tanks and embedded software included thereinother crop fixtures), wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) ), or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all timber, crops and other plantings, growing or to be grown, and the products thereof; all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.under

Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such ▇▇▇▇▇▇▇’s right, title, and interest in and to the following described personal property whether now owned or hereafter acquired or in which Mortgagor such Obligor now has or at any time hereafter has in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): All all goods, building and other materialsAccounts (including health-care receivables), suppliesEquipment, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivableInventory, contract rightsrights or rights to payment of money, licensesleases, license agreements, franchise agreements, General Intangibles (includingexcept as provided below), without limitationCollateral IP, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcommercial tort claims, includingdocuments, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below instruments (including property management and leasing agreementsany promissory notes), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentscash, documentsdeposit accounts, promissory notescertificates of deposit, draftsfixtures, letters of credit, credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, insurance policiesand financial assets, insurance whether now owned or hereafter acquired, wherever located; and condemnation awards and proceeds, any other rights (ii) all Obligor’s Books relating to the payment of moneyforegoing, trade namesand any and all claims, trademarks rights and service marks arising from or related to the ownership, management, leasing or operation interests in any of the Subject Property above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any business now or hereafter conducted thereon by Mortgagor; all permitsExcluded Intellectual Property, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Subject Property; all deposits Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or other security now or hereafter made with or given to utility companies by Mortgagor limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the Subject Property; membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement, and (iv) all advance payments of insurance premiums made equity interests held by Mortgagor with respect the Borrower in Amyris RealSweet, LLC. 3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Subject Property; Lender, a security interest in all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee of such Subsidiary Guarantor’s assets pursuant to any loan agreement; all reservessuch Security Documents as the Lender may require. 3.4 Each Obligor hereby authorizes Lender to file financing statements, deferred paymentswithout notice to Obligor, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the foregoing; together with all books, records and files to Debtor” or words of similar effect. 3.5 Notwithstanding the extent relating to any broad grant of the foregoing. As to all of the security interest set forth in Section 3.1, above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing and under the Pennsylvania Uniform Commercial CodeSecurity Documents, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under until the UCCconditions in Section 2.1 are satisfied the maximum amount secured by the Loan Documents shall not exceed the aggregate Advances.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee Grantor, as of collateral security for the date hereof a security interest, to secure payment and performance of the Secured Obligations (as defined below), hereby grants to Lender a security interest (the “Security Interest”) in 70% of Grantor’s right, title and interest in the limited liability company membership interests of ▇▇▇▇ KO Burnsville MN, LLC, a Delaware limited liability company (the “▇▇▇▇ SPE”), whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, together with all of the Secured Obligationsfollowing, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (a) 70% of Grantor’s membership interests, or any other interest, in the ▇▇▇▇ SPE; (b) all rights, benefits and privileges held by Grantor under the Amended and Restated Limited Liability Company Agreement of ▇▇▇▇ KO Burnsville MN, LLC dated as of January 9, 2009, as it may be amended, modified or restated from time to time, including all voting rights and rights to receive dividends, distributions and other payments from the ▇▇▇▇ SPE; (c) 70% of proceeds of the following above-described personal property in which Mortgagor now property; and (d) all books and records pertaining to the above-described property, including any computer readable memory and computer hardware or at any time hereafter has any interest software necessary to process such memory (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (). Notwithstanding anything to the extent contrary contained herein, Lender acknowledges that Series B, LLC, an Arizona limited liability company (“Series B”), holds a 20% interest in the same are not effectively made a part of the real property Collateral pursuant to Section 1.1 above) or a security agreement of even date herewith (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap “Series B Security Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed Series D, LLC, an Arizona limited liability company (“Series D”), holds a 10% interest in the Collateral pursuant to a security agreement of even date herewith (the “Series D Security Agreement”). Lender further acknowledges that it shall have a 70% interest in the Collateral pursuant to this Agreement, that its interest hereunder shall be a “mortgage” pari passu fractional interest together with those of Series B and Series D, and that any payments pursuant to the Note (or the promissory notes relating to the Series B Security Agreement or the Series D Security Agreement) and any recoveries under this Agreement or pursuant to the UCCSeries B Security Agreement and/or the Series D Security Agreement shall be applied to the account of or distributed to Lender, Series B and Series D on a pari passu basis in accordance with their respective prorata interests.

Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee as of the date hereof Bank a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property land described on in Exhibit A “A-1” attached hereto and incorporated by reference herein (or Exhibit “A” attached to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) Security Deed or (ii) any existing or future improvements on the Improvementsreal property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all rents (to and security deposits derived from the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, operation, sale or operation disposition of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBank relating to the Subject Property, whether or not disbursed; all funds deposited with Mortgagee Bank pursuant to any loan agreementagreement relating to the Subject Property; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Debtor hereby grants to Secured Party security interests in and assigns to Mortgagee as any and all present or future rights of the date hereof a security interest, Debtor in and to secure payment and performance of all of the Secured Obligations, in all of the following described personal rights, interests and property in which Mortgagor now or at (all of the following being herein sometimes called the "Collateral"): (a) any time hereafter has any interest (collectivelyand all inventory, the “Collateral”): All goodsmerchandise, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs goods and other personal property and embedded software included therein, wherever situated, now owned or hereafter acquired by Debtor which are held for sale or lease or are furnished or are to be incorporated intofurnished under a contract of service, and all raw materials, work-in-process and materials used or consumed or to be used or consumed in connection withDebtor's business, whether now owned or appropriated for use on hereafter acquired; (ib) the real property described on Exhibit A attached hereto any and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, and contract rights of Debtor now existing or hereafter arising; (c) any and all equipment now owned or hereafter acquired by Debtor, together with all additions, attachments, substitutions, replacements or improvements thereto, thereof, or therefore, (d) any and all general intangibles, chattel paper, securities, documents and instruments of Debtor now owned or hereafter acquired; (e) any and all rights, titles, and interests now owned or hereafter acquired by Debtor in and to any leases covering real property, equipment, or other personal property, or any interest therein; (f) all copyrights, works protectable by copyright, copyright registrations, copyright applications, copyright licenses, agreementspatents, patent applications, patentable inventions, patent licenses, trademarks, trade names, company names, business names, trade styles, service marks, logos, other business identifiers, trademark licenses, trade secrets, proprietary information and customer lists of Debtor; (including, without limitation, all acquisition agreements with respect to the Subject Property); g) all of Mortgagor’s Debtor's books, records, data, plans, manuals, computer software, computer tapes, computer disks, computer programs, source codes and all rights under any Swap Agreement, including, without limitation, the Existing Swapof Debtor to retrieve data and other information from third parties; (h) all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property)accounts, general intangibles, chattel paper paper, and proceeds arising from or by virtue of, or out of the sale or other disposition of, or collections with respect to, (whether electronic or tangible), i) all other instruments, documents, promissory noteschattel paper, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations goods and other rights granted by, given by or obtained from, any governmental entity with respect to personal property of Debtor now in the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds possession of, and additions at any time and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed hereafter delivered to be a “mortgage” under the UCCSecured Party or its agents.

Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Note and Warrant Purchase Agreement, dated as of June 26, 2008 between the Debtor and the Secured Parties (the “Purchase Agreement”)), Debtor hereby grants to Secured Parties, pari passu, a present and assigns to Mortgagee as of continuing first priority security interest (the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, “Security Interest in all of the following described personal Debtor’s right, title and interest in, to and under all its property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods), building whether now owned or existing or hereafter acquired or arising and other materialswheresoever located, suppliesincluding, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on without limitation: (i) all of Debtor’s software, including all source code, object code and documentation, and lexicon databases together, including all trade secrets, copyrights and other property rights therein; (ii) all of Debtor’s patents and patent applications, and all continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect thereto; (iii) all of Debtor’s trademarks, service marks and applications for trademarks and service marks, including, but not limited to, the real property described trademarks and applications to register trademarks listed on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part hereof, all common law rights in the trade marks, service marks and trade names subject to such registrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will; (iv) all of Debtor’s copyrights and copyright applications; (v) the right to ▇▇▇ for past, present and future infringement or misappropriation of trade secrets, copyrights, patents, trademarks and service marks, and all rights corresponding thereto throughout the world; (vi) all products and proceeds of the real property pursuant foregoing, including the right to Section 1.1 abovereceive license fees, royalties and other payments in respect thereof, the proceeds of any infringement suits, and so forth; (vii) or all equipment (iiincluding all machinery, tools and furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods (the “Tangible Collateral”); (viii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, rights to the payment of money, payment intangibles, other receivables, contract rights, licensescontracts, agreementsleases, (chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and general intangibles of Debtor, including, without limitation, all acquisition agreements with respect to the Subject Property); tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of MortgagorDebtor’s rights under any Swap Agreementall present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business (including, to the maximum extent permitted by law, all rights incident to appurtenant to such licenses and permits, including, without limitation, the Existing Swap; right to receive all Contracts referenced proceeds derived from or in Section 5.16 below connection with the sale, assignment or transfer of such licenses and permits; (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), ix) all instruments, documentsdocuments of title, promissory notesletters of credit, drafts, rights to proceeds of letters of credit, letter of credit rights, supporting obligationsobligations of every kind and description, insurance policiespolicies and certificates of insurance, insurance securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (including, without limitation, all of Debtors’ right, title and condemnation awards interest in and proceedsto all limited liability companies, including, without limitation, Advanced Lighting Systems, LLC, and partnership interests in partnerships and to any other rights successor business entities, and the right to the payment of moneyreceive all payments and distributions due or to become due under all related partnership agreements, trade namesoperation agreements, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted byconstituent documents governing or establishing such business entities), given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, bank deposits, deposit accounts, refundschecking accounts, cost savings certificates of deposit and payments of any kind related to the Subject Property cash; (x) all accessions, additions or any portion thereof; together with improvements to, and all replacements proceeds and proceeds products of, and additions and accessions to, any all of the foregoing, including proceeds of insurance; together with and (xi) all books, records records, documents, computer tapes and files to the extent discs relating to any of the foregoing. As to all of the foregoing. (b) All Collateral consisting of accounts, contract rights, chattel paper, general intangibles and other Collateral described in subparagraph (viii) above described personal property which arising from the sale, delivery or provision of goods and/or services are sometimes hereinafter collectively called the “Customer Receivables.” (c) Debtor hereby acknowledges and agrees that the description of Collateral contained in this Security Agreement covers, and is or which hereafter becomes a “fixture” under applicable lawintended to cover, this Mortgage constitutes a fixture filing under all assets of Debtor. For avoidance of doubt, it is expressly understood and agreed that, to the Pennsylvania extent that the Uniform Commercial Code, as amended or recodified from time to time Code (“UCC”)) is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties agree that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, it being the intention of the parties hereto that the description of Collateral set forth herein be construed to include the broadest possible range of property and is acknowledged assets and agreed to be a “mortgage” under the UCCall tangible and intangible personal property and fixtures of Debtor of every kind and description.

Security Interest. Mortgagor The Grantor does hereby grants transfer, convey, pledge, mortgage, hypothecate, assign and assigns grant a first priority security interest to Mortgagee as of the date hereof a security interestSecurity Trustee, to secure payment for its benefit and performance of all the benefit of the Secured ObligationsParties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following described personal property in which Mortgagor collateral, whether now existing #4821-3610-4420v6 or at any time hereafter has any interest created or acquired (collectively, the “Mortgage Collateral”): All goods, building and other materials, supplies, work in process) attaching on the date of this Agreement: (a) the Asset; (b) all Parts, equipment, machineryattachments, fixturesaccessories, furniture, furnishings, signs replacement and other personal property added Parts and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business components now or hereafter conducted thereon by Mortgagor; all permitsplaced thereon, consents, approvals, licenses, authorizations and other rights granted by, given by installed therein or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeattached thereto, whether or not disbursed; any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all funds deposited with Mortgagee pursuant to any loan agreement; all reservesinspection, deferred paymentsmodification, depositsoverhaul, accountsservice, refundsrepair, cost savings maintenance, technical and payments of any kind related other records that relate to the Subject Property Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any portion thereof; together with acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all replacements and proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and additions and accessions all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the foregoing; together with equipment described in clauses (a), (b) and (c) above; (e) all booksrents, records issues, profits, revenues and files other income of the property intended, subjected or required to be subjected to the extent relating Lien of this Agreement hereby, by the other Related Documents or by any supplement to any this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and (f) all proceeds, howsoever arising, of the foregoing. As to all of BUT EXCLUDING, HOWEVER, the above described personal property which is or which hereafter becomes a “fixture” under applicable lawExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeand its successors and assigns, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under security for the UCCSecured Obligations.

Security Interest. Mortgagor As security for the Secured Obligations described ----------------- in paragraph 3 hereof, the Debtor hereby grants and assigns to Mortgagee as of the date hereof Lender a security interest, to secure payment interest in and performance of lien on all of the Secured Obligationstangible and intangible personal property and fixtures of the Debtor, in including without limitation the property described below, whether now owned or existing or hereafter acquired or arising, together with any and all additions thereto and replacements therefor and proceeds and products thereof (hereinafter referred to collectively as the "Collateral"): ---------- (a) all of the following described Debtor's tangible personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All including without limitation all present and future goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, inventory (including, without limitation, all acquisition agreements with respect to the Subject Propertyprinted materials, merchandise, raw materials, work in process, finished goods and supplies); all of Mortgagor’s rights under any Swap Agreement, equipment, merchandise, furniture, fixtures, office supplies, motor vehicles, machinery, paper, tools, computers, and associated equipment now owned or hereafter acquired, including, without limitation, the Existing Swap; all Contracts referenced tangible personal property used in Section 5.16 below the operation of the businesses of the Debtor; (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect b) to the completion extent that such rights are assignable as collateral, the Debtor's rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to the Debtor for the operation of any improvements its business, including, without limitation, each of the authorizations, permits, licenses and franchises listed on the Subject Property)Intellectual Property Security Agreement executed this date from the Debtor to the Lender; (c) to the extent that such rights are assignable, general intangiblesall of the Debtor's rights under all present and future vendor or customer contracts and all franchise, chattel paper distribution, construction, engineering, management, direct marketing and advertising and related agreements; and (whether electronic or tangible)d) all of the Debtor's other personal property, instrumentsincluding, documentswithout limitation, promissory notesall present and future accounts, draftsaccounts receivable, investment property, rights to proceeds of letters of credit, letter of credit contract rights, supporting obligationsgeneral intangibles (including without limitation, insurance policiesall goodwill, insurance all trademarks, intellectual property, all customer lists, vendor lists, and condemnation awards other printed materials, including all catalogs, indexes, lists, data and proceedsother documents and papers relating thereto, blue prints, designs and research and development), any other rights to the payment of moneyinformation stored on any medium, trade namesincluding electronic medium, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all personal property of the above described personal property Debtor, all instruments, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to the Debtor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to the Debtor, and all guaranties and security therefor. Any of the foregoing terms which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under are defined in the Pennsylvania Uniform Commercial Code, Code shall have the meaning provided in the Uniform Commercial Code as amended or recodified from time to time (“UCC”), supplemented and is acknowledged and agreed to be a “mortgage” under expanded by the UCCforegoing.

Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Grantee a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit DEED TO SECURE DEBT (GEORGIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113532/Store No. 588 accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeGrantee, whether or not disbursed; all funds deposited with Mortgagee Grantee pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Security Deed is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Georgia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on page 1 of this Security Deed, (ii) the Grantee is the “secured party” and its address is acknowledged as set forth on page 1 of this Security Deed and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.

Security Interest. Mortgagor Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Bank a continuing security interest in and to, and assigns to Mortgagee as Bank, the following property of the date hereof a security interestBorrower, but expressly excluding those items set forth in Section 5(e) below, wherever located and whether now owned or hereafter acquired: (a) all inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to secure payment be furnished under contracts of service or used or consumed in Borrower's business (all, except those items set forth in Section 5(e) below, hereinafter called the "Inventory"); (b) all Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and performance unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper, Securities, Security Entitlements, Security Accounts, Investment Property, choses in action, and all other debts, obligations and liabilities in whatever form, owing to Borrower from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all, except those items set forth in Section 5(e) below, hereinafter called the "Receivables"); (c) all machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all, except those items set forth in Section 5(e) below, hereinafter called the "Equipment"); (d) all proceeds and products of all of the Secured Obligationsforegoing in any form, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all proceeds of Mortgagor’s rights under any Swap Agreementcredit, fire or other insurance, and also including, without limitation, rents and profits resulting from the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion temporary use of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoingforegoing (which, with Inventory, Receivables and Equipment are all, except those items set forth in Section 5(e) below, hereinafter called "Collateral"); together with all booksand (e) the foregoing notwithstanding, records and files the security interest granted by Borrower to Bank shall not include any of Borrower's legal or beneficial interest in ASA Properties, Inc. ("Properties"), 10 Speen Street LLC or ASA InterPr▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇C (collectively, the extent relating to "LLCs") or any of the foregoing. As to all property or assets of Properties or the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCLLCs.

Security Interest. Mortgagor hereby grants 1.1 For consideration and assigns to Mortgagee as of security for the date hereof a security interest, to secure payment and performance of the Obligations referred to in Clause 3 hereof, the Debtor, subject to the exceptions set out in Clause 2, hereby mortgages, charges, assigns and transfers to the Secured Party, and grants to the Secured Party a security interest in, all the Debtor's right, title and interest in and to all presently owned or held and after acquired or held personal property, assets and undertaking of the Debtor (including real property), of whatever nature or kind and all proceeds thereof and therefrom (all of which is hereinafter collectively called the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively"Collateral") including without limitation, the “Collateral”): All goodsfollowing: (a) all equipment of whatsoever nature and kind, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect machinery, tools, plant, furniture, supplies and vehicles of whatsoever nature and kind, and all parts, components, attachments, accessories, accessions, replacements, substitutions, additions and improvements to any of the Subject Property); foregoing (all of Mortgagor’s rights under which is hereinafter collectively call the "Equipment"); (b) heating, ventilating and air-conditioning equipment; hot water tanks; interior doors and partitions; screen windows and screen doors; light fixtures; suspended ceiling tiles; wall-to-wall carpeting; built-in furniture; plumbing fixtures; communication systems; control equipment; escalators and elevators; air filtering devices; awnings; window blinds; curtain rods and runners; tracks and valances; fixed mirrors; sprinkler equipment; fire fighting equipment; and all other fixtures; (c) all debts, accounts, claims, moneys and choses in action which now are, or which may at any Swap Agreementtime hereafter be, due or owing to or owned by the Debtor, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management rents payable and leasing agreements)all books, architects’ agreementsrecords, and/or construction agreements with respect documents, papers and electronically recorded data recording, evidencing or relating to the completion said debts, accounts, claims, moneys and choses in action or any part thereof (all of any improvements on which are hereinafter collectively called the Subject Property"Accounts"), general intangibles; (d) all documents of title, chattel paper (whether electronic or tangible)paper, instruments, documentssecurities and money, promissory notesincluding prepaid rents and rental and damage deposits, drafts, letters and all other goods of credit, letter of credit the Debtor that are not Equipment or Accounts; and (e) all contractual rights, supporting obligationslicenses, insurance policiesgoodwill, insurance and condemnation awards and proceedspatents, any other rights to the payment of moneytrademarks, trade names, trademarks copyrights, know-how, software and service marks arising from or related to other intellectual property of the ownershipDebtor, managementincluding all service, leasing or operation and management contracts, and all other choses in action of the Subject Property Debtor of every kind which now are, or which may at any business now time hereafter be, due or hereafter conducted thereon owing to or owned by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofDebtor, and additions and accessions to, any all other intangible property of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property Debtor which is not Accounts, chattel paper, instruments, documents of title securities or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCmoney.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof “Closing Date” (defined in the Credit Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): ): (a) All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) any existing or future improvements on the Improvementsreal property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all rents (to and security deposits derived from the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, operation, sale or operation disposition of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, w▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. . (b) As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Arkansas Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2021-SAVF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants and assigns to Mortgagee Buyer a security interest in (i) as of the date hereof a security interestClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to secure payment and performance of all of the Secured Obligationsreceive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, in all of the following described personal property in which Mortgagor now existing or at any time hereafter has any interest created (collectively, the “CollateralRepurchase Rights”): All goods) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, building “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other materialstermination of the related Repurchase Documents following repayment of all obligations thereunder, suppliesthe related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, work assigns and pledges to the buyers thereunder a subordinate security interest in processall of Seller’s right, equipmenttitle and interest in, machinery, fixtures, furniture, furnishings, signs to and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on under (i) the real property described Note identified on Exhibit A attached hereto the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and incorporated by reference herein (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent the same are not effectively made a part all obligations then due and owing under this Agreement have been paid in full. In furtherance of the real property pursuant to Section 1.1 above) foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or (ii) other termination of the Improvements; together with Program Agreements following repayment of all rents (obligations thereunder, Buyer shall deliver to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements buyer under any Other Repurchase Agreement with respect to which the Subject Property); all of Mortgagorrelated purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s rights possession or under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced its control. The subordinate pledge set forth in Section 5.16 below this clause (including property management and leasing agreements), architects’ agreements, and/or construction agreements e) shall automatically terminate with respect to an Other Repurchase Agreement if the completion Buyer or the other buyer thereunder is no longer NCFA, or any Affiliates thereof. (f) The foregoing provisions of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic this Section 4.02 are intended to constitute a security agreement or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of other arrangement or other credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or enhancement related to this Agreement and the ownership, management, leasing or operation Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Bankruptcy Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants and assigns to the Mortgagee as of the date hereof a continuing security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property Property in which Mortgagor now or at any time hereafter has any a security interest may be granted under the Uniform Commercial Code as such is in effect in the Commonwealth of Massachusetts (collectively“UCC”), including without limitation, all of the following (“Collateral”): All Fixtures, Equipment, Personal Property, goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; Loan Document, including, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; and all rights of Mortgagor under the Ground Lease and as lessees under all personal property leases with respect to the Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial CodeUCC, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor 1.1. For value received, the Debtor hereby grants to the Secured Party, by way of a mortgage, charge, assignment and assigns to Mortgagee as of the date hereof transfer, a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property Debtor’s presently owned and hereafter acquired right, title and interest in which Mortgagor now or at any time hereafter has any interest and to all Goods (collectivelyincluding all accessories, the “Collateral”): All goodsattachments, building additions and other materialsAccessions thereto, suppliesbut provided however that, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent that the same are not effectively made Secured Party is prohibited from taking possession of or obtaining a part of the real property security interest in any such Goods pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, applicable federal and provincial law governing cannabis (including, without limitation, all acquisition agreements with respect in the Debtor’s cannabis inventory), such Goods shall be excluded, solely to the Subject extent of the said prohibition), Chattel Paper, Documents of Title (whether negotiable or not), Instruments, Intangibles, Money and Investment Property); , and all Proceeds thereof and therefrom, renewals thereof, Accessions thereto and substitutions therefore including, without limitation: 1.1.1 Equipment (other than Inventory) of Mortgagor’s rights under any Swap Agreementwhatsoever nature and kind and wheresoever situate, including, without limitation, the Existing Swap; all Contracts referenced machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature and kind; 1.1.2 book accounts and book debts and generally all Accounts, debts, dues, claims, choses in Section 5.16 below (action and demands of every nature and kind howsoever arising or secured including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter letters of credit rightsguarantee and advices of credit, supporting obligationswhich are now due, insurance policiesowing or accruing or growing due to or owned by or which may hereafter become due, insurance and condemnation awards and proceedsowing or accruing or growing due to or owned by the Debtor (all of which are herein collectively called the “Book Debts”); 1.1.3 deeds, any other rights to the payment documents, writings, papers, books of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations account and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications books relating to the Subject Propertyor being records of Book Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; 1.1.4 contractual rights and insurance claims and all goodwill, patents, trademarks, copyrights and other intellectual and industrial property, warranties, guarantees, indemnities; and all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described other personal property in which is or which hereafter becomes a “fixture” under applicable law, the Debtor has rights. 1.2. In this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.Security Agreement:

Security Interest. Mortgagor (a) The parties hereto intend that this Agreement shall constitute a security agreement under applicable law, securing, among other things, the performance by the Transferor of all the terms, covenants and agreements on the part of the Transferor (whether as Transferor or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Transferor hereunder or thereunder, whether for Investment, Yield, indemnification payments, fees, expenses or otherwise, and, pursuant to the foregoing, the Transferor hereby assigns to the Program Agent for its benefit (solely with respect to amounts payable under clauses (i) and (v) of Section 2.04(c)) and the ratable benefit of the Co-Acquirers and the Investor Agents, and hereby grants to the Program Agent for its benefit (solely with respect to amounts payable under clauses (i) and assigns to Mortgagee as (v) of Section 2.04(c)) and the ratable benefit of the date hereof Co-Acquirers and the Investor Agents, a security interestinterest in, to secure payment and performance of all of the Secured ObligationsTransferor’s right, title and interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest and to (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (iA) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap AgreementSale Agreements, including, without limitation, (i) all rights of the Existing Swap; Transferor to receive moneys due or to become due under or pursuant to the Sale Agreements, (ii) all Contracts referenced in Section 5.16 below security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreements, (including property management and leasing agreements)iii) all rights of the Transferor to receive proceeds of any insurance, architects’ agreementsindemnity, and/or construction agreements warranty or guaranty with respect to the completion of any improvements on the Subject Property)Sale Agreements, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation iv) claims of the Subject Property Transferor for damages arising out of or any business for breach of or default under the Sale Agreements, and (v) the right of the Transferor to compel performance and otherwise exercise all remedies thereunder, (B) all Pool Receivables, whether now owned and existing or hereafter conducted thereon by Mortgagor; all permitsacquired or arising, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity the Related Security with respect to thereto and the Subject Property; Collections and all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansassets, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeincluding, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, depositswithout limitation, accounts, refundschattel paper, cost savings instruments and payments of any kind related to general intangibles (as those terms are defined in the Subject Property or any portion thereof; together with all replacements and proceeds ofUCC), and additions and accessions to, including undivided interests in any of the foregoing; together with all books, records and files (C) to the extent relating to not included in the foregoing, all proceeds of any and all of the foregoing. (b) Notwithstanding anything herein to the contrary, the parties hereto each acknowledge that in substance the transactions contemplated by this Agreement constitute a loan by the Conduits and/or the Banks through the Program Agent to the Transferor for tax purposes and that it is their mutual intent that, for all applicable tax purposes, the transactions contemplated by this Agreement shall be treated as a loan to Transferor. As Further, the parties hereto each covenant, unless otherwise required by law, to treat the transactions contemplated by this Agreement as a loan by the Conduits and/or the Banks through the Program Agent to the Transferor for all applicable tax purposes in all tax filings, reports and returns and otherwise, and further covenant, unless otherwise required by law, that neither they nor any of their Affiliates will take, or participate in the taking of or permit to be taken, any action that is inconsistent with such treatment. All successors and assignees of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under parties hereto shall be bound by the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCprovisions hereof.

Security Interest. Mortgagor hereby Trustor grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, interest to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all "Impounds" as defined herein; and all rights of Trustor under the Ground Lease and as lessee under all personal property leases with respect to the Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania New Mexico Uniform Commercial Code, as amended or recodified from time to time (“"UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary, as of the date hereof Effective Date, a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements); together with all rents (to rents, issues, deposits and profits of the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, judgments, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreementagreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all other items of personal property (of whatever kind or nature) used in the operation of the Subject Property; all of the rights and interest of Trustor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Trustor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (or may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“"UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent, for the benefit of Buyers, as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in all of such Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of each Seller’s rights, title and interest in and under the Base Indenture and the Series 2017‑VF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) Each Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and assigns interest in, to Mortgagee and under the related Repurchase Assets to Administrative Agent, for the benefit of Buyers, to secure the Obligations. Each Seller agrees to mark its computer records, tapes and other electronic medium to evidence the interests granted to Administrative Agent hereunder. (c) Subject to the priority interest of the Indenture Trustee, Administrative Agent, ▇▇▇▇▇▇ and Sellers hereby agree that in order to further secure Sellers’ Obligations hereunder, Sellers hereby grant to Administrative Agent, for the benefit of Buyers, a security interest (subject and subordinated to ▇▇▇▇▇▇ ▇▇▇’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements) in (i) as of the date hereof a security interest, Closing Date with respect to secure payment the PMC Seller and performance of all as of the Secured ObligationsEffective Date with respect to the PMH Seller, in all of Sellers’ rights (but not its obligations) under the following described personal property in which Mortgagor Program Agreements including any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Rights”): All goods, building ) and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are (ii) all collateral however defined or are to be incorporated into, used in connection with, or appropriated for use on (i) described under the real property described on Exhibit A attached hereto and incorporated by reference herein (Program Agreements to the extent not otherwise included under the same definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) [Reserved.] (e) The foregoing provisions of this Section 4.02 are not effectively made intended to constitute a part security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Bankruptcy Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): ): (a) All personal property, including, without limitation, all goods, building and other materials, supplies, work in process, signs, equipment, machinery, fixtures, furniture, furnishings, signs fixtures, machinery, inventory and construction materials which Trustor now or hereafter owns or in which Trustor now or hereafter acquires an interest or right, including, without limitation, those which are now or hereafter located on or affixed to the Land and/or Improvements (the Land and the Improvements shall hereafter be collectively referred to as the “Real Property”) or used or useful in the operation, use or occupancy thereof or the construction of any improvements thereon, including, without limitation, any interest of Trustor in and to personal property which is leased or subject to any superior security interest, or which is being manufactured or assembled for later installation into the improvements to be located or constructed at the Real Property, wherever located, and all books, records, leases and other personal property documents, of whatever kind or character, relating to the Real Property; (b) All fees, income, rents, issues, profits, earnings, receipts, royalties and embedded software included thereinrevenues which, wherever situatedafter the date hereof and while any portion of the indebtedness secured hereby remains unpaid, which are may accrue from said goods, fixtures, furnishings, equipment and building materials or are to be incorporated into, used in connection withany part thereof or from the Real Property or any part thereof, or appropriated for use on which may be received or receivable by Trustor from any hiring, using, letting, leasing, subhiring, subletting, or subleasing therefor; (ic) the real All of Trustor’s present and future rights to receive payments of money, services or property described on Exhibit A attached hereto and incorporated by reference herein (including, without limitation, rights to the extent the same are not effectively made a part all deposits from tenants of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentReal Property, if any, they are not subject to Article 3); all inventory, accounts, cash receiptsaccounts receivable, deposit accounts, accounts receivablechattel paper, documents, letters of credit, hedging or similar agreement, instruments, general intangibles and principal, interest and notes, drafts, contract rights, licenses, agreements, rights (including, without limitation, all acquisition agreements rights under any interest rate payments due on account of goods sold, services rendered, loans made or credit extended), together with respect title or interest in all documents evidencing or securing the same; (d) All other intangible property and rights relating to the Subject Real Property or the operation thereof, or used in connection therewith, including but not limited to all governmental permits relating to construction or other activities on the Real Property); , all names under or by which the Real Property may at any time be operated or known, all rights to carry on business under any such names, or any variant thereof, all trade names and trademarks relating in any way to the Real Property, good will in any way relating to the Real Property, and all licenses and permits relating in any way to, or to the operation of, the Real Property; (e) All proceeds from sale or disposition of Mortgagorthe aforesaid Collateral; (f) Trustor’s rights under any Swap Agreement, including, without limitation, all insurance policies covering the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Real Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to of the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, aforesaid Collateral (whether or not disbursed; required by the Loan Documents), and all funds deposited with Mortgagee pursuant to any loan agreement; all proceeds, loss payments and premium refunds payable regarding the same; (g) All reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related relating to the Subject construction of any Improvements on the Land; (h) All water stock relating to the Real Property or any portion of it; (i) All causes of action, claims, compensation and recoveries for any damage to or condemnation or taking of the Real Property or the aforesaid Collateral, or for any conveyance in lieu thereof, whether direct or consequential, or for any damage or injury to the Real Property or the aforesaid Collateral, or for any loss or diminution in value of the Real Property or the aforesaid Collateral; (j) All architectural, structural, mechanical and engineering plans and specifications prepared for construction of improvements or extraction of minerals from the Real Property and all studies, data and drawings relating thereto; and also all contracts and agreements of the Trustor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings or to the construction of improvements on or extraction of minerals or gravel from the property; (k) All Trustor’s right, title and interest in any mobile home coaches owned by Trustor and situated on the Real Property, together with all replacements and proceeds of, and additions and accessions to, any from the sale or disposition of the foregoing; together with all booksaforesaid mobile home coach or coaches. Mobilehome coaches owned by Trustor and situated on the Real Property on the date hereof are listed on Exhibit C hereto. All terms used herein which are defined in the California Commercial Code shall have the same meanings when used herein, records and files to unless the extent relating to any of the foregoingcontext requires otherwise. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCtime.

Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Note and Warrant Purchase Agreement, dated as of June 18, 2009 between the Debtor and the Secured Parties (the “Purchase Agreement”)), Debtor hereby grants to Secured Parties, pari passu, a present and assigns to Mortgagee as of continuing first priority security interest (the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, “Security Interest”) in all of the following described personal Debtor’s right, title and interest in, to and under all its property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods), building whether now owned or existing or hereafter acquired or arising and other materialswheresoever located, suppliesincluding, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on without limitation: (i) all of Debtor’s software, including all source code, object code and documentation, and lexicon databases together, including all trade secrets, copyrights and other property rights therein; (ii) all of Debtor’s patents and patent applications, and all continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect thereto; (iii) all of Debtor’s trademarks, service marks and applications for trademarks and service marks, including, but not limited to, the real property described trademarks and applications to register trademarks listed on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part hereof, all common law rights in the trade marks, service marks and trade names subject to such registrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will; (iv) all of Debtor’s copyrights and copyright applications; (v) the right to ▇▇▇ for past, present and future infringement or misappropriation of trade secrets, copyrights, patents, trademarks and service marks, and all rights corresponding thereto throughout the world; (vi) all products and proceeds of the real property pursuant foregoing, including the right to Section 1.1 abovereceive license fees, royalties and other payments in respect thereof, the proceeds of any infringement suits, and so forth; (vii) or all equipment (iiincluding all machinery, tools and furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods (the “Tangible Collateral”); (viii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, rights to the payment of money, payment intangibles, other receivables, contract rights, licensescontracts, agreementsleases, (chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and general intangibles of Debtor, including, without limitation, all acquisition agreements with respect to the Subject Property); tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of MortgagorDebtor’s rights under any Swap Agreementall present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business, including, to the maximum extent permitted by law, all rights incident to or appurtenant to such licenses and permits, including, without limitation, the Existing Swap; right to receive all Contracts referenced proceeds derived from or in Section 5.16 below connection with the sale, assignment or transfer of such licenses and permits; (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), ix) all instruments, documentsdocuments of title, promissory notesletters of credit, drafts, rights to proceeds of letters of credit, letter of credit rights, supporting obligationsobligations of every kind and description, insurance policiespolicies and certificates of insurance, insurance securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (including, without limitation, all of Debtors’ right, title and condemnation awards interest in and proceedsto all limited liability companies, including, without limitation, Advanced Lighting Systems, LLC), and partnership interests in partnerships and to any other rights successor business entities, and the right to the payment of moneyreceive all payments and distributions due or to become due under all related partnership agreements, trade namesoperation agreements, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted byconstituent documents governing or establishing such business entities), given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, bank deposits, deposit accounts, refundschecking accounts, cost savings certificates of deposit and payments of any kind related to the Subject Property cash; (x) all accessions, additions or any portion thereof; together with improvements to, and all replacements proceeds and proceeds products of, and additions and accessions to, any all of the foregoing, including proceeds of insurance; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.and

Security Interest. Mortgagor hereby grants As and assigns to Mortgagee as by way of the date hereof a continuing security interest, to secure as general and continuing security for the payment and performance of all obligations, indebtedness and liabilities, direct or indirect, of the Secured ObligationsUndersigned to the Lender wheresoever and howsoever incurred and whether incurred before, in all at the time of or after the execution hereof, including extensions or renewals thereof, including without restricting the generality of the foregoing, obligations to the Lender for advances by the Lender to the Undersigned under a certain loan agreement made as of March 20, 1998 between the Lender and the Undersigned (the "Subordinated Loan Agreement") (the obligations, indebtedness and liabilities of the Undersigned referred to above are hereinafter collectively called "Obligations"), and, IN CONSIDERATION OF THE OBLIGATIONS, the Undersigned hereby grants, bargains, assigns and transfers to the Lender a floating charge, as and by way of a continuing security interest (hereinafter together with any other security interest hereby created called the "Security Interest") in the following property described personal property in which Mortgagor sub-paragraphs (a), (b), (c) and (d) of this paragraph now or at any time hereafter has any interest owned or acquired by or on behalf of the Undersigned: (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal a) INTANGIBLES - all intangible property and embedded software not included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (paragraph 10 below including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s contractual rights under any Swap Agreementand insurance claims, includingpatents, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of moneytrademarks, trade names, trademarks goodwill, copyrights and service marks arising from or related to the ownership, management, leasing or operation other industrial property of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; Undersigned (all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to which property is hereinafter collectively called "Intangibles"); (b) PROCEEDS - all of the above described personal Undersigned's property in any form derived directly or indirectly from any use or dealing with the Collateral (defined in the last sentence of this paragraph) or that indemnifies or compensates for Collateral destroyed or damaged (all of which property is hereinafter collectively called "Proceeds"); (c) BOOKS & RECORDS - all of the Undersigned's deeds, documents, writings, papers, books of account and other books relating to or being records of debts, chattel paper or documents of title or by which such are or may hereafter becomes a “fixture” under applicable lawbe secured, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeevidenced, as amended acknowledged or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.made payable;

Security Interest. Mortgagor (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2021-SAVF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants and assigns to Mortgagee Buyer a security interest in (i) as of the date hereof a security interestClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to secure payment and performance of all of the Secured Obligationsreceive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, in all of the following described personal property in which Mortgagor now existing or at any time hereafter has any interest created (collectively, the “CollateralRepurchase Rights”): All goods) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, building “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other materialstermination of the related Repurchase Documents following repayment of all obligations thereunder, suppliesthe related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, work assigns and pledges to the buyers thereunder a subordinate security interest in processall of Seller’s right, equipmenttitle and interest in, machinery, fixtures, furniture, furnishings, signs to and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on under (i) the real property described Note identified on Exhibit A attached hereto the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and incorporated by reference herein (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent the same are not effectively made a part all obligations then due and owing under this Agreement have been paid in full. In furtherance of the real property pursuant to Section 1.1 above) foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or (ii) other termination of the Improvements; together with Program Agreements following repayment of all rents (obligations thereunder, Buyer shall deliver to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements buyer under any Other Repurchase Agreement with respect to which the Subject Property); all of Mortgagorrelated purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s rights possession or under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced its control. The subordinate pledge set forth in Section 5.16 below this clause (including property management and leasing agreements), architects’ agreements, and/or construction agreements e) shall automatically terminate with respect to an Other Repurchase Agreement if the completion Buyer or the other buyer thereunder is no longer CSFB, CSCIB, or any Affiliates thereof. (f) The foregoing provisions of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic this Section 4.02 are intended to constitute a security agreement or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of other arrangement or other credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or enhancement related to this Agreement and the ownership, management, leasing or operation Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Bankruptcy Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby Trustor grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, interest to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all agreements, contracts, certificates, instruments, franchises, permits, licenses and incorporated by reference herein (other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the extent the same are not effectively made a part use, occupation, construction, management or operation of the real property Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Trustor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Trustor thereunder, including but not limited to amounts received by Trustor pursuant to Section 1.1 above) or (ii) 35 of the ImprovementsPSA; together with all rents (to rents, issues, income, revenue, deposits and profits of the extent, if any, they are not subject to Article 3)Property; all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreementLoan Document; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all Impounds; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania California Uniform Commercial Code, Code as amended or recodified from time to time (the “UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, interest to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawthe Florida Uniform Commercial Code (the “UCC”), this Mortgage constitutes a fixture filing under Florida Statutes Section 679.313 and 679.402, as amended and recodified from time to time, this Mortgage shall constitute a Fixture Filing recorded in the Pennsylvania Uniform Commercial Codereal estate records. Notwithstanding the foregoing, nothing herein shall be deemed to create any lien or interest in favor of the Mortgagee under this Mortgage in any such Collateral which is not a fixture, and the purpose of this Article IV is to create a fixture filing under Florida Statutes Section 679.313 and 679.402, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCtime.

Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee Grantee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorGrantor’s rights under any Swap Agreementinterest rate swap agreement, including, without limitation, the Existing Swapor other interest rate hedge agreement of any type executed by and between Grantor and Grantee; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeGrantee, whether or not disbursed; all funds deposited with Mortgagee Grantee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such ▇▇▇▇▇▇▇’s right, title, and interest in and to the following described personal property whether now owned or hereafter acquired or in which Mortgagor such Obligor now has or at any time hereafter has in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): All all goods, building and other materialsAccounts (including health-care receivables), suppliesEquipment, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivableInventory, contract rightsrights or rights to payment of money, licensesleases, license agreements, franchise agreements, General Intangibles (includingexcept as provided below), without limitationCollateral IP, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcommercial tort claims, includingdocuments, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below instruments (including property management and leasing agreementsany promissory notes), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentscash, documentsdeposit accounts, promissory notescertificates of deposit, draftsfixtures, letters of credit, credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, insurance policiesand financial assets, insurance whether now owned or hereafter acquired, wherever located; and condemnation awards and proceeds, any other rights (ii) all Obligor’s Books relating to the payment of moneyforegoing, trade namesand any and all claims, trademarks rights and service marks arising from or related to the ownership, management, leasing or operation interests in any of the Subject Property above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any business now or hereafter conducted thereon by Mortgagor; all permitsExcluded Intellectual Property, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Subject Property; all deposits Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or other security now or hereafter made with or given to utility companies by Mortgagor limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the Subject Property; membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all advance payments equity interests held by the Borrower in Amyris RealSweet, LLC provided that no Obligor or any of insurance premiums made their respective Subsidiaries shall create or permit to subsist any Lien over any Excluded Intellectual Property or JV Agreement or, after repayment or prepayment of DSM Tranche 3, any equity interests held by Mortgagor with respect the Borrower in Amyris RealSweet, LLC. 3.3 Parent shall, as security for the Secured Obligations, cause each Guarantor to grant to the Subject Property; Lender, a security interest in all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee of such Guarantor’s assets pursuant to any loan agreement; all reservessuch Security Documents as the Lender may require. 3.4 Each Obligor hereby authorizes Lender to file financing statements, deferred paymentswithout notice to Obligor, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the foregoing; together with all books, records and files to the extent relating to any Debtor” or words of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsimilar effect.

Security Interest. Mortgagor Debtor hereby grants and assigns to Mortgagee as of the date hereof Secured Party a security interest, to secure payment and performance of all of interest (hereinafter called the Secured Obligations, "Security Interest") in all of the following property described personal property below in, to or under which Debtor now has or hereafter acquires any right, title or interest, whether present, future or contingent: (a) All accounts, general intangibles, instruments, documents and chattel paper, including all accounts receivable, notes, drafts, lease agreements and security agreements, and all goods, if any, represented thereby, and including but not limited to such items described in which Mortgagor the Collateral Schedule (if any) attached hereto, whether now existing or hereafter acquired or created from time to time; (b) All inventory now owned or hereafter acquired, wherever located, including all goods held for sale or lease in Debtor's business, as now or at any time hereafter has any interest (collectivelyconducted, the “Collateral”): All goodsor furnished or to be furnished under contracts of service, building and other all raw materials, supplies, work in process, equipmentfinished goods, and materials to be used or consumed in Debtor's business (whether or not the inventory is represented by warehouse receipts or bills of lading or has been or may be placed in transit or delivered to a public warehouse); (c) All equipment now owned or hereafter acquired, including all furniture, fixtures, furnishings, vehicles (whether titled or non-titled), machinery, fixtures, furniture, furnishings, signs materials and other personal property and embedded software included thereinsupplies, wherever situatedlocated, which are including but not limited to such items described on the collateral schedule (if any) attached hereto, together with all parts, accessories, attachments, additions thereto or are replacements therefor; (d) All investment property, including certificated securities, uncertificated securities, securities accounts, securities entitlements, commodity accounts and commodity contracts, and including but not limited to be incorporated intothose items described on the collateral schedule (if any) attached hereto, used in connection withtogether with all dividends, or appropriated for use on distributions and payments with respect thereto, all other rights and interests arising therefrom, and all substitutions and replacements therefor; (ie) All of the real property described on Exhibit A the collateral schedule (if any) attached hereto hereto. (f) All property of Debtor that is now or may hereafter be in the possession or control of Secured Party in any capacity, including without limitation all monies owed or that become owed by Secured Party to Debtor; (h) All books, records, correspondence, files, electronic and incorporated by reference herein (other media relating to the extent the same are not effectively made a part of the real property pursuant described herein, all records, data and information stored thereon, and all computer software, databases and other informations systems used to Section 1.1 above) or (ii) the Improvementscreate, maintain, process and utilize such records, data and information; together with all rents (proceeds of any of the foregoing property, whether due or to become due from any sale, exchange or other disposition thereof, whether cash or non-cash in nature, and whether represented by checks, drafts, notes or other instruments for the extentpayment of money, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementproperty, includingwhether cash or non-cash in nature, without limitationderived from tort, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits contractual or other security now or hereafter made claims arising in connection with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to foregoing property. All property described above is hereinafter called the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC"Collateral."

Security Interest. Mortgagor Each Borrower hereby grants and assigns to Mortgagee as Agent, for the benefit of the date hereof Lenders, a security interestinterest in, to secure payment and performance of all of the Secured Obligationsa Lien on, in all of the following described property of such Borrower wherever located and whether now owned or hereafter acquired: (a) All Accounts (other than any governmental Accounts that are not legally assignable by Borrower), Inventory, general intangibles, payment intangibles, chattel paper, documents, and instruments, whether or not specifically assigned to Agent or any Lender, automotive equipment, motor vehicles and fixtures; (b) All guaranties, collateral, liens on, or security interests in, real or personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All goodsleases, building letters of credit, and other materialsrights, suppliesagreements, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are securing or are relating to be incorporated into, used in connection with, or appropriated for use on payment of Accounts; (ic) All rights to receive the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentsurplus funds, if any, they which are not subject payable to Article 3); Borrower following the termination of any Pension Plan and the satisfaction of all inventoryliabilities to participants and beneficiaries under such Pension Plan in accordance with applicable law; (d) All trademarks, accounts, cash receipts, deposit accounts, accounts receivable, contract trademark rights, licensespatents, agreementspatent rights, (includingintellectual property licenses and permits, without limitationtrade names, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementtrade name rights, and approvals, including, without limitation, the Existing Swap; those listed on Schedule 5.1(d) attached hereto, together with all Contracts referenced in Section 5.16 below (including property management income, royalties, damages and leasing agreements), architects’ agreements, and/or construction agreements payments now and hereafter due and payable thereunder with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper thereto; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageee) Equipment, whether or not disbursed; affixed to realty, including Unencumbered Aircraft and equipment located thereon but excluding any Aircraft that is not an Unencumbered Aircraft; (f) All sale, service, performance and equipment lease contracts as to which any Borrower is lessee, agreements and grants (whether written or oral), and any other contract (whether written or oral) between any Borrower and any third party (except for any real property leases, or any equipment leases that do not allow an assignment of such leases by their terms, neither of which shall be Collateral); (g) The entire goodwill and all funds deposited product lines of each Borrower's businesses and other general intangibles, including, without limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae in connection with Mortgagee pursuant the use of and symbolized by the trademarks of any Borrower; (h) All books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to Collateral; (i) All cash, cash equivalents, monies, securities (including all stock of any Affiliate owned by Borrower or any Consolidated Subsidiary (provided that with respect to any loan agreement; Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting stock and stock equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting stock and stock equivalents), whether now owned or hereafter formed or acquired, and all reservesproceeds thereof, deferred paymentsand other property now or hereafter held, depositsor received by, or in transit to, the Agent or any Lender from or for any Borrower, and all of each Borrower's investment property and financial assets (as each is defined in the UCC)), deposit accounts, refundsincluding those described on Schedule 5.1(i) attached hereto, cost savings credits, and payments of any kind related to the Subject Property balances with Agent or any portion thereof; together with all replacements and proceeds ofLender existing at any time; (j) All parts (other than parts included in the purchase of Aircraft that is the subject of a Permitted Encumbrance), accessories, attachments, special tools, additions, replacements, substitutions, and additions accessions to or for all of the foregoing; (k) All Commercial Tort Claims, including those described on Schedule 5.1(k) attached hereto; and (l) All proceeds and accessions toproducts of all of the foregoing in any form, including, without limitation, amounts payable under any policies of insurance insuring the foregoing against loss or damage, and all increases and profits received from all of the foregoing; together with all booksprovided, records however, the Collateral shall not include any rights or interests of Borrower under any licenses, leases or other contracts if and files to the extent relating that the granting of a security interest in such licenses, leases or contract is prohibited as a matter of law (as opposed to a contractual prohibition); provided, further, (i) if any such prohibition is no longer effective, a security interest therein in favor of Agent shall automatically arise hereunder without any further action on the foregoing. As part of any Borrower or Agent and (ii) nothing contained herein shall be deemed to all limit, impair or otherwise affect Agent's security interest in any rights or interests of the above described personal property which is any Borrower in or which hereafter becomes a “fixture” to monies due or to become due under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCany such agreement.

Security Interest. Mortgagor Debtor hereby grants and assigns to Mortgagee as of the date hereof Secured Party a security interest, to secure payment and performance of all of interest (hereinafter called the Secured Obligations, "Security Interest") in all of the following property described personal property below in, to or under which Debtor now has or hereafter acquires any right, title or interest, whether present, future or contingent: (a) All accounts, general intangibles, instruments, documents and chattel paper, including all accounts receivable, notes, drafts, lease agreements and security agreements, and all goods, if any, represented thereby, and including but not limited to such items described on the Collateral Schedule (if any) attached hereto, whether now existing or hereafter acquired or created from time to time; (b) All inventory now owned or hereafter acquired, wherever located, including all goods held for sale or lease in which Mortgagor Debtor's business, as now or at any time hereafter has any interest (collectivelyconducted, the “Collateral”): All goodsor furnished or to be furnished under contracts of service, building and other all raw materials, supplies, work in process, equipmentfinished goods, and materials to be used or consumed in Debtor's business (whether or not the inventory is represented by warehouse receipts or bills of lading or has been or may be placed in transit or delivered to a public warehouse); (c) All equipment now owned or hereafter acquired, including all furniture, fixtures, furnishings, vehicles (whether titled or non-titled), machinery, fixtures, furniture, furnishings, signs materials and other personal property and embedded software included thereinsupplies, wherever situatedlocated, which are including but not limited to such items described on the collateral schedule (if any) attached hereto, together with all parts, accessories, attachments, additions thereto or are replacements therefor; (d) All investment property, including certificated securities, uncertificated securities, securities accounts, securities entitlements, commodity accounts and commodity contracts, and including but not limited to be incorporated intothose items described on the collateral schedule (if any) attached hereto, used in connection withtogether with all dividends, or appropriated for use on distributions and payments with respect thereto, all other rights and interests arising therefrom, and all substitutions and replacements therefor; (ie) All of the real property described on Exhibit A the collateral schedule (if any) attached hereto hereto. (f) All property of Debtor that is now or may hereafter be in the possession or control of Secured Party in any capacity, including without limitation all monies owed or that become owed by Secured Party to Debtor; (g) All policies or certificates of insurance covering any of the property described herein, and incorporated by reference herein all awards, loss payments, proceeds and premium refunds that may become payable with respect to such policies; (h) All books, records, correspondence, files, electronic and other media relating to the extent the same are not effectively made a part of the real property pursuant described herein, all records, data and information stored thereon, and all computer software, databases and other informations systems used to Section 1.1 above) or (ii) the Improvementscreate, maintain, process and utilize such records, data and information; together with all rents (proceeds of any of the foregoing property, whether due or to become due from any sale, exchange or other disposition thereof, whether cash or non-cash in nature, and whether represented by checks, drafts, notes or other instruments for the extentpayment of money, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementproperty, includingwhether cash or non-cash in nature, without limitationderived from tort, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits contractual or other security now or hereafter made claims arising in connection with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to foregoing property. All property described above is hereinafter called the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC"Collateral."

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementinterest rate swap agreement, including, without limitation, the Existing Swapor other interest rate hedge agreement of any type executed by and between Mortgagor and Mortgagee; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor▇▇▇▇▇▇▇▇▇; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time in the State of Indiana (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.. For such purposes, the addresses of Mortgagor, as “debtor,” and Mortgagee, as “secured party,” are as set forth in Section 7.11 of the Mortgage

Security Interest. Mortgagor (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges conveys and grants and assigns to Mortgagee Buyer a security interest in (i) as of the date hereof a security interestClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to secure payment and performance of all of the Secured Obligationsreceive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, in all of the following described personal property in which Mortgagor now existing or at any time hereafter has any interest created (collectively, the “CollateralRepurchase Rights”): All goods) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, building “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other materialstermination of the related Repurchase Documents following repayment of all obligations thereunder, suppliesthe related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, work assigns and pledges to the buyers thereunder a subordinate security interest in processall of Seller’s right, equipmenttitle and interest in, machinery, fixtures, furniture, furnishings, signs to and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on under (i) the real property described Note identified on Exhibit A attached hereto the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and incorporated by reference herein (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent the same are not effectively made a part all obligations then due and owing under this Agreement have been paid in full. In furtherance of the real property pursuant to Section 1.1 above) foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or (ii) other termination of the Improvements; together with Program Agreements following repayment of all rents (obligations thereunder, Buyer shall deliver to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements buyer under any Other Repurchase Agreement with respect to which the Subject Property); all of Mortgagorrelated purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s rights possession or under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced its control. The subordinate pledge set forth in Section 5.16 below this clause (including property management and leasing agreements), architects’ agreements, and/or construction agreements e) shall automatically terminate with respect to an Other Repurchase Agreement if the completion Buyer or the other buyer thereunder is no longer CSFB, CSCIB, or any Affiliates thereof. (f) The foregoing provisions of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic this Section 4.02 are intended to constitute a security agreement or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of other arrangement or other credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or enhancement related to this Agreement and the ownership, management, leasing or operation Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Bankruptcy Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor In order to secure full and prompt payment of the fees and other charges to be paid by Franchisee to Pretzel Time, and to secure performance of the other obligations and covenants to be performed by Franchisee, under this Agreement, Franchisee hereby grants Pretzel Time a valid and assigns effectual security interest in, lien upon, and right of set off against all of Franchisee's interest in the improvements, fixtures, inventory, goods, appliances and equipment now or hereafter owned and located at the Unit (whether annexed to Mortgagee as the Premises or not) or used in connection with the business conducted at the Unit, including, without in any manner limiting the generality of the date hereof a security interestforegoing, to secure payment all machinery, materials, appliances and performance fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, for ventilating, cooling or sanitary purposes, for the exclusion of vermin or insects and for the removal of dust, refuse or garbage; all of the Secured Obligationsengines, machinery, ovens, refrigerators, freezers, furnaces, partitions, doors, vaults, sprinkling systems, light fixtures, fire hoses, fire brackets, fire boxes, alarm systems, brackets, screens, floor tile, linoleum, carpets, plumbing, water systems, appliances, walk-in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyrefrigerator boxes, the “Collateral”): All goodscabinets, building dishwashers, stoves, set-up tables, rolling counters, kitchen ranges, display counters and shelves, humidified cabinets, computers and computer software, and other equipment and installations; all other and further installations and appliances; all raw materials, supplies, work in process, equipmentfinished goods and all inventory; and all replacements thereof, machineryattachments, fixturesadditions and accessions thereto, furnitureand products and proceeds thereof in any form, furnishingsincluding but not limited to insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all of the foregoing (collectively, signs and other personal property and embedded software included thereinthe "Collateral"). Without the prior written consent of Pretzel Time, wherever situated, which are Franchisee agrees that no lien upon or are security interest in the Collateral or any item thereof will be created or suffered to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto created and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements that no lease will be entered into with respect to any item of Collateral. Franchisee will not sell or otherwise dispose of any item of Collateral, or remove any Collateral from the Subject Property); all Premises, unless the same is replaced by a similar item of Mortgagor’s rights under any Swap Agreementequal or greater value, includingand except for the sale of inventory in the ordinary course of business, without limitation, the Existing Swap; all Contracts referenced prior written consent of Pretzel Time. Franchisee agrees to give to Pretzel Time advance notice in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion writing of any improvements on proposed change in Franchisee's name, identity or structure and not to make any such change without the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters prior written consent of credit, letter Pretzel Time and compliance with the provisions of credit rights, supporting obligations, insurance policies, insurance this Agreement. Franchisee agrees to execute for filing such financing statements and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, continuation statements as amended or recodified Pretzel Time may require from time to time (“UCC”)time. Pretzel Time agrees to pay all filing fees, and is acknowledged and agreed to be a “mortgage” under the UCCincluding fees for filing continuation statements in connection with such financing statements.

Security Interest. Mortgagor hereby grants To secure the full and assigns to Mortgagee as of the date hereof a security interesttimely payment, to secure payment performance and performance of all satisfaction of the Secured Obligations, in the Company hereby collaterally assigns to Secured Party, and grants Secured Party a security interest in, all of the following described personal property in which Mortgagor Company’s property, whether now owned or at any time hereafter has any interest (collectivelyexisting or acquired, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part regardless of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (where located including, without limitation, all acquisition agreements of the Company’s: Accounts; Chattel Paper, including Electronic Chattel Paper; Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing Commercial Tort Claims now or hereafter identified on Schedule 2.01(d) to this Agreement; Deposit Accounts; Documents; Financial Assets; General Intangibles; Goods (including all of its Equipment, Fix­tures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor); Instruments; Intellectual Property; Investment Property; Letter of Credit Rights; Money (of every jurisdiction whatsoever); Supporting Obligations; with respect to each Person (as hereinafter defined) listed in Schedule 2.01(q) hereto and each other corporation hereafter acquired or formed by the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitationCompany, the Existing Swap; all Contracts referenced Equity Interests from time-to-time issued and outstanding, including the certificates, if any, representing the Equity Interests and any interest of the Company in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect the entries on the books of the issuer thereof or any financial intermediary pertaining to the completion of any improvements on the Subject Property)Equity Interests, general intangiblestogether with all dividends, chattel paper (whether electronic or tangible)cash, options, warrants, rights, instruments, documentsdistributions, promissory notesreturns of capital or principal, draftsincome, letters interest, profits and other property, interests (debt or equity) or proceeds as a result of credita split, letter revision, reclassification, consolidation, merger or other like change of credit rightsthe Equity Interests or any issuer thereof, supporting obligationsfrom time-to-time received, insurance policies, insurance and condemnation awards and proceeds, any other rights receivable or otherwise distributed to the payment Company in respect of money, trade names, trademarks or in exchange for any or all of the Equity Interests; all promissory notes or intercompany notes and service marks arising from all certificates or related instruments evidencing such promissory notes or intercompany notes; and (a) to the ownershipextent not included in the foregoing, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments personal property of any kind related to the Subject Property or any portion thereof; description, together with all replacements books, records, writings, data bases, information and proceeds ofother property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and additions all Proceeds, products, rents, issues, profits and accessions to, returns of and from any of the foregoing; together with all books, records and files provided that to the extent relating to that the provisions of any lease or license of the foregoing. As to all of the above described personal property Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is or which hereafter becomes a “fixture” enforceable under applicable law, this Mortgage constitutes a fixture filing under ) the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)assignment thereof, and is acknowledged the grant of a security interest therein, the Secured Party will not enforce its security interest (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of the Secured Party, the Company will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of the Secured Party (and agreed to be a “mortgage” Secured Party’s enforcement of such security interest) in the Company's rights under the UCCsuch lease or license.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as (a) Each of the date hereof a security interestfollowing items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to secure payment as (the "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and performance of any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which such the applicable Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (foregoing to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (they relate to the extentPurchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all monies and investment property from time to time on deposit in, or credited to, the Controlled Accounts, all Interest Rate Protection Agreements, if any, they are not subject to Article 3); all inventory"general intangibles", "accounts", cash receipts"chattel paper", "deposit accounts", accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to "instruments" and "investment property" as defined in the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications UCC relating to the Subject Property; or constituting any and all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and any and all booksreplacements, records substitutions, distributions on or proceeds of any and files to the extent relating to any all of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Each Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Agent for its benefit and for the ratable benefit of each Lender (and each Affiliate of any Lender party to a Hedging Contract), a continuing security interest in and to and collaterally assigns to Mortgagee as Agent, for its benefit and for the ratable benefit of each Lender (and each Affiliate of any Lender party to a Hedging Contract ) all assets of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinBorrowers, wherever situated, which are located and whether now owned or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementhereafter acquired, including, without limitation, the Existing Swap; following: (a) all Contracts referenced inventory (as defined in Section 5.16 below Article 9 of the Uniform Commercial Code), including, without limitation, all goods, merchandise, raw materials and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrowers’ business (all hereinafter called the “Inventory”); (b) all accounts (as defined in Article 9 of the Uniform Commercial Code, hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including property management without limitation registered and leasing agreements)unregistered trade names, architects’ agreementscopyrights, and/or construction agreements with respect design rights, customer lists, goodwill, computer programs, computer records, computer software, source codes, codes, computer data, registrations, licenses, service marks, trade secrets, trademarks, trademark applications, patents, patent applications, ledger sheets, files, records, data processing records relating to any Accounts, tax refund claims, all claims under guaranties, security interests or other security held by or granted to the completion Borrowers to secure payment of any improvements on the Subject Property)Receivables and all tax refunds of every kind and nature to which any Borrower is now or hereafter may become entitled to, general intangibles, chattel paper (whether electronic or tangibleno matter how arising), instruments, documents, promissory notes, drafts, letters of creditchattel paper (whether tangible or electronic) deposit accounts, letter of credit rightsrights (whether or not the letter of credit is evidenced by a writing), securities (whether certificated or uncertificated), security entitlements, security accounts, investment property, supporting obligations, insurance policiespayment intangibles, insurance choses in action, commercial tort claims described on Schedule 4(l), hereto (as amended from time to time), and condemnation awards all other debts, obligations and proceedsliabilities in whatever form, owing to any Borrower from any person, firm or corporation or any other rights to the payment of moneylegal entity, trade nameswhether now existing or hereafter arising, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted received by or belonging or owing to any Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of all Borrowers in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all hereinafter called the “Receivables”); (c) all machinery, equipment, fixtures and other goods (as defined in Article 9 of the Uniform Commercial Code) whether now owned or hereafter acquired by any Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter called the “Equipment”); (d) certain real property, together with all improvements thereon located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Highway, Merrimack, New Hampshire and owned by MortgagorGT Solar (the “Real Property); and (e) all permitsproceeds and products of all of the foregoing in any form, consentsincluding, approvalswithout limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the temporary use of any of the foregoing (which, with Inventory, Receivables, Equipment and Real Property are all hereinafter called “Collateral”). Notwithstanding the foregoing, the term “Collateral” does not include: (a) investment property consisting of capital securities of a foreign Subsidiary of any Borrower other than 65% of the total combined voting power of all capital securities of any direct first-tier foreign Subsidiary; (b) only any “intent to use” applications for trademark registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act (15 U.S.C. § 1051 et seq.), unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the ▇▇▇▇▇▇ Act (15 U.S.C. 1051 et seq.) has been filed and accepted by the United States Patent and Trademark Office; (c) assets subject to capital leases or purchase money security interests but only during such time as such capital leases or purchase money security interest is in place; (d) licenses, authorizations contracts or agreements which, by their nature, are not immediately assignable without additional documentation, such as governmental contracts and licenses containing non-assignment language, but only during such time and for such licenses, contracts or agreements (i) prior to the time Borrowers obtain consents to such collateral assignment; or (ii) for which any such collateral assignment or grant of a security interest in such license, contract or agreement to the Lenders would cause a default under such license, contract or agreement which could result in (x) the termination thereof, (y) an assessment of monetary penalties, or (z) such other rights granted bypenalties which would interfere with the Borrowers use under such license, given by contract or obtained fromagreement, or otherwise causes such licenses, contracts or agreements to be void; (e) such other assets set forth on Schedule 1(d) attached hereto, for which the granting of a security interest would be void or illegal under any applicable governmental entity law, rule or regulation; (f) Liens in cash collateralizing the Borrowers’ obligations with respect to issued Letters of Credit under the Subject PropertySVB Loan and Security Agreement dated as of April 28, 2006, by and between GT Solar Incorporated (f/k/a GT Equipment Technologies, Inc.) and Silicon Valley Bank which remain outstanding after the Closing Date, but only until such time as such cash collateral is released by SVB as and when the Letters of Credit issued by SVB as and when the Letters of Credit issued by SVB are returned to SVB for cancellation and replaced with Letters of Credit issued by Citizens; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansand (g) All securities, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeinvestment property, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred paymentscash, deposits, accountsdeposit accounts or other assets held, refundsmaintained or managed in GT Solar’s account at SVB Securities which account will initially be entitled Silicon Valley Bank as Secured Party for GT Solar Incorporated’s and numbered 48604416, cost savings together with deposit account number 3300538244 held with SVB and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent GT Solar’s books relating to any of the foregoing. As to foregoing and any and all claims, rights and interests ion any of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawand all substitutions for, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeadditions and accessions to and products and proceeds thereof in whatever from including deposit accounts, as amended or recodified from time to time accounts (“UCC”including rights of payment), general intangibles, cash, instruments, documents and financial assets all in connection with the foregoing, but only until such time as such collateral is acknowledged and agreed released by SVB or other applicable parties pursuant to be a “mortgage” under the UCCSVB Security Documents.