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 To secure the due payment and performance by Grantor of all indebtedness and other liabilities and obligations of Grantor to Secured Party under, arising out of or in any way connected with the Purchase Agreement, the Debenture, the Ancillary Agreements (as defined in the Purchase Agreement) and all other agreements, instruments and documents executed by Grantor and delivered in connection therewith or otherwise (all hereinafter referred to collectively as the “Obligations”), Grantor hereby grants to Secured Party and pledges, hypothecates, transfers and sets over to Secured Party, a lien on and security interest in and to and pledge of all of the following properties, assets and rights of Grantor, wherever located, whether now owned or hereafter acquired or arising and all proceeds and products thereof (all being hereinafter collectively referred to as the “Collateral”): all personal property and fixtures of Grantor of every kind and nature, including, without limitation all goods (including, without limitation, all inventory, equipment and any accessions and additions thereto), instruments (including, without limitation, all promissory notes), documents, accounts (including, without limitation, all health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, all patents, trademarks and other intellectual property, all general intangibles (including, without limitation, all payment intangibles), all insurance claims, and all proceeds of the foregoing. Grantor hereby assigns to Mortgagee Secured Party as of further security for the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, all its 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 (collectivelyGrantor’s securities, the “Collateral”): All goodsproperty, building and other materialscash, 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, cash 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 remittances 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 deposits now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by in the possession of or obtained from, any governmental entity with respect to on deposit at or in Secured Party. All terms used in this Agreement which are defined in the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to Uniform Commercial Code as in effect in the Subject Property; all advance payments State of insurance premiums made by Mortgagor with respect to New York (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 shall have the meaning given to be a “mortgage” under the UCCsuch term therein.

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 hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (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 receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), 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 F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller’s now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (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 receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller’s rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller’s right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), 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 F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer’s prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller’s usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

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 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 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 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 For value received, Debtor hereby grants and assigns to Mortgagee as of the date hereof Trustee a security interest, interest (the "Security 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 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 following: (i) any and all retail motor vehicle installment sale contracts (the real property described on Exhibit A attached hereto "Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the Replacement Contracts (the "Replacement Contracts"), which Contracts or Replacement Contracts are originated in connection with the financing of new and incorporated by reference herein used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interests in and instruments of title to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) Vehicles, whether now owned or hereafter acquired; (ii) all funds in the ImprovementsDebtor bank accounts styled Master Collections Accounts, Master Operating Account and Note Redemption Account; together with (iii) all rents (proceeds of an offering pursuant to the extent, if any, they are not subject to Article 3Registration Statement of Debtor filed with the Securities and Exchange Commission (the "Registration Statement"); and (iv) all inventoryproducts thereof and all cash and noncash proceeds of any of the foregoing, 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 in any Swap Agreementform, including, without limitation, proceeds of insurance policies from the Existing Swap; loss thereof, all Contracts referenced in Section 5.16 below (including property management titles to the Vehicles and leasing agreements)all assignment of liens, architects’ all Contracts, Vehicle Titles, assignments, dealer recourse agreements, and/or construction agreements with respect to other documents and instruments in the completion possession of the Debtor, and any documents or instruments in the possession, custody and control 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 Contract Servicer 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 independent Custodian (all of the above described personal property which foregoing hereinafter called the "Collateral"); provided, however, that the security interest granted hereunder is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under subject to the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), conditions and is acknowledged and agreed to be a “mortgage” under limitations set forth in the UCCRegistration Statement.

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 and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor , whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (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 receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), 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 F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence , perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

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 all the Securities Amounts, each Grantor hereby pledges, assigns, transfers, hypothecates and sets over to the Collateral Agent, for itself and on behalf of and for the ratable benefit of the Secured ObligationsParties, in and hereby grants to the Collateral Agent, a first priority security interest in, all of such Grantor’s right, title and interest in, to and under the following described personal property in which Mortgagor property, wherever located and whether now existing or at any time owned or hereafter has any interest acquired or arising (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, licensesrights to payment, agreementschattel paper, rights to trade, letters of credit, documents, money and instruments and Investment Property, whether held directly or through a securities intermediary, and other obligations of any kind owed to the Grantor, however evidenced; (ii) all deposits and deposit accounts with any bank, savings and loan association, credit union or like organization, and all funds and amounts therein, and whether or not held in trust, or in custody or safekeeping, or otherwise restricted or designated for a particular purpose; (iii) all inventory, including, without limitation, all acquisition agreements with respect to the Subject Property); materials, raw materials, parts, components, work in progress, finished goods, merchandise, supplies and all other goods that are held for sale, lease or other disposition or furnished under contracts of Mortgagorservice or consumed in such Grantor’s rights under any Swap Agreementbusiness, including, without limitation, those held for display or demonstration or out on lease or consignment; (iv) all equipment owned by such Grantor, including, without limitation, all machinery, furniture, furnishings, fixtures, trade fixtures, tools, parts and supplies, appliances, computer and other electronic data processing equipment and other office equipment, computer programs and related data processing software, and all additions, substitutions, replacements, parts, accessories and accessions to and for the Existing Swapforegoing; (v) all general intangibles and other personal property of such Grantor, including, without limitation, (A) all tax and other refunds, rebates or credits of every kind and nature to which such Grantor is now or hereafter may become entitled; (B) all Contracts referenced in Section 5.16 below (including intellectual property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion all rights therein of any improvements on type or description, including, without limitation, all inventions and discoveries, patents and patent applications, copyrights and applications for copyright (together with the Subject Property)underlying works of authorship) whether or not registered, general intangiblestogether with any renewals and extensions thereof, chattel paper (whether electronic or tangible)trademarks, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance service marks and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and applications for registration of such trademarks, service marks arising from and trade names, trade secrets, trade dress, trade styles, logos, other source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential and proprietary information, customer lists, other license rights, advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature, drawings, specifications, blue prints, descriptions, inventions, name plates and catalogs, and the entire good will of 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 such Grantor 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 foregoing; together with aforementioned properties and assets, and all books, records and files to the extent licenses relating to any of the foregoing. As , all reissuance, continuations and continuations-in-part of the foregoing, all other rights derived from or associated with the foregoing, including the right to ▇▇▇ and recover for past infringement, and all income and royalties with respect thereto; (C) all good will, choses in action and causes of action; (D) all interests in partnerships; and (E) all indemnity agreements, guaranties, insurance policies, insurance claims and other contractual, equitable and legal rights of whatever kind or nature; (vi) all books, records and other written, electronic or other documentation in whatever form maintained by or for such Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral; and (vii) all products and Proceeds at any time, including insurance proceeds, of any and all of the above described personal property which is foregoing. (b) Anything herein to the contrary notwithstanding, (i) the Grantors shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the Collateral Agent or which hereafter becomes any of the Secured Parties of any of the rights hereunder shall not release the Grantors from any of their duties or obligations under such contracts, agreements and other documents included in the Collateral; and (iii) none of the Secured Parties or the Collateral Agent shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any of the Secured Parties be obligated to perform any of the obligations or duties of the Grantors thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder. (c) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term “fixtureCollateral” shall not include, any general intangibles or other assets of any Grantor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles or assets are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the 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 (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (A) any general intangible or asset that is acknowledged an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods that are the subject of any account receivable; (B) any and agreed all proceeds of any general intangibles or assets that are otherwise excluded to be the extent that the assignment or encumbrance of such proceeds is not so restricted; and (C) upon obtaining the consent of any such licensor, lessor or other applicable party’s consent with respect to any such otherwise excluded general intangibles or assets, such general intangibles and assets as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “mortgageCollateral.” (d) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term “Collateral” under shall not include more than 65% of the UCCtotal outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary. (e) This Agreement shall create a continuing security interest in the Collateral that shall remain in effect until terminated in accordance with Section 18 hereof.

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 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 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 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 materials, supplies, work interest of Borrower 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 Deposit Accounts; all General Intangibles (including, including without limitation, limitation all acquisition agreements with respect to the Subject 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 books relating to any and all of the above. Notwithstanding the foregoing, the Collateral shall not include any of the following property (the “Excluded Property”): (i) property which consists of a license of Intellectual Property to Borrower, pursuant to a license which is nonassignable by its terms without the consent of the licensor thereof (but only to the extent such prohibition on assignability is enforceable under any Swap Agreementapplicable law, 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 9408 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 Code); (ii) property which consists of a lease of Equipment leased 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 Borrower 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 a capital lease which by its terms is non-assignable (but only to the extent relating to any of the foregoing. As to all of the above described personal property which such prohibition on assignability is or which hereafter becomes a “fixture” enforceable under applicable law, this Mortgage constitutes including, without limitation, Sections 9407 of the Code); (iii) Equipment as to which the granting of a fixture filing security interest in it is prohibited by enforceable provisions of applicable law, provided that upon the cessation of any such prohibition, such Equipment shall automatically become part of the Collateral; or (iv) property that is subject to a Lien that is permitted pursuant to clause (i) of the definition of Permitted Liens, if the grant of a security interest with respect to such property would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder, but only to the extent such prohibition is enforceable under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)applicable law, and is acknowledged provided, that such property will be deemed “Collateral” hereunder upon the termination and agreed release of such Permitted Lien; or (v) intent to use trademarks at all times prior to the first use thereof, whereby the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent that granting of a security interest in such intent-to-use trademarks would be a “mortgage” under contrary to applicable law, or (vi) property that consists of outstanding capital stock of any Foreign Sub in excess of 65% of the UCCvoting power of all classes of capital stock of such Foreign Sub entitled to vote; provided that direct and indirect proceeds of Excluded Assets are not Excluded Assets, unless such proceeds themselves fall within one of the categories (i) through (vi) above.

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 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 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 As security for the prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance of all of the Secured ObligationsLiabilities when due or declared due in accordance with the terms hereof, each Borrower hereby grants, pledges, conveys and transfers to the Agent, (for the ratable benefit of Lenders, Agent and, as applicable, Lenders’ Affiliates) (in addition to the security interests, assignments and mortgages on the Real Property as contemplated by the Mortgages and the other Financing Agreements) a continuing security interest in and to any and all assets and personal property of such Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following (all of which property, along with the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproducts and proceeds therefrom, are individually and collectively referred to 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 all 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, such Borrower’s 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, Accounts and Health-Care-Insurance Receivables (each as defined in the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementsCode), architects’ agreements(b) all of such Borrower’s General Intangibles, and/or construction agreements including, without limitation General Intangibles related to accounts receivable and money; (c) all of such Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, any Lender, or any other financial institution with respect to the completion which such Borrower maintains deposits; (d) all of any improvements on the Subject Property)such Borrower’s contracts, general intangibleslicenses, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter bills of credit rightslading, supporting obligationswarehouse receipts, insurance policiesshipping documents, insurance contracts, tax refunds, documents and condemnation awards documents of title, and proceedsall of such Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of such Borrower’s Inventory and Equipment (each as defined in the Code) and motor vehicles and trucks; (f) all of such Borrower’s monies, and any and all other rights to property and interests in property of such Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the payment of moneyCode), 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 permitscoming into the actual possession, consentscustody or control of the Agent or any agent or Affiliate of the Agent in any way or for any purpose (whether for safekeeping, approvalsdeposit, licensescustody, authorizations pledge, transmission, collection or otherwise), and, independent of and other rights granted by, given by or obtained from, any governmental entity with respect in addition to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to Agent’s rights of setoff, 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 balance of any kind related to the Subject Property account or any portion thereofamount that may be owing from time to time by the Agent to such Borrower; together with (g) all replacements and insurance proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent or relating to any of the foregoing. As to foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of such Borrower; (h) all proceeds and profits derived from the operation of such Borrower’s business; (i) all of the above described other assets and 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.of such Borrower;

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 (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 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 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 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 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 “RLA 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 Accounts (including the Payments Reserve Subaccounts) and the Withholding Tax Reserve Account, 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 the Withholding Tax Reserve Account or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts or the Withholding Tax Reserve Account 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 or the Withholding Tax Reserve Account, 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 or the Withholding Tax Reserve Account; (e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, 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 intangiblesaccounts, chattel paper (whether electronic or tangible)paper, goods, equipment, inventory, instruments, documentsinvestment property, promissory notes, drafts, letters deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, New York) in which the Company has any other rights interest; and (f) to the payment of moneyextent not included in the foregoing, 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 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 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 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 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 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 (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 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 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 hereby grants For valuable consideration, and assigns to Mortgagee as of the date hereof a security interest, to secure the due payment and performance of all of principal of, Prepayment Premium, if any, and interest on the Secured ObligationsLoans, in all of the following described personal property in which Mortgagor now or at any time hereafter has Loan Commitment Fee and any interest due thereon, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Obligee to Lender arising out of or in any way connected with the Operative Documents and all instruments, agreements and documents executed, issued and delivered pursuant thereto (collectively, the “Collateral”): All goods"Secured Obligations"), building Obligee hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and other materialssets over to Security Trustee, suppliesand its successors and assigns, work and grants to Security Trustee, and its successors and assigns, a first Lien on and security interest in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal the following property and embedded software included thereinrights of Obligee, wherever situatedexcept for Excepted Payments with respect thereto (collectively, which are or are to be incorporated into, used in connection with, or appropriated for use on the "Collateral"): (ia) the real property described on Exhibit A attached hereto Items of Equipment; (b) all right, title and incorporated by reference herein (interest of Obligee in and 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 any Cross Receipt and 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, warranties (including, without limitation, warranties of title, merchantability, fitness for a -30- 108 particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment; (c) all acquisition agreements right, title and interest of Obligee in and to, but none of the obligations of Obligee under, the Equipment Agreement, the Security Documents and the Subsidiary Equipment Agreements and all Equipment Payments, Equipment Agreement Commitment Fees and Supplemental Payments payable under the Equipment Agreement including installments of Equipment Payment payments and all other sums payable thereunder; (d) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with respect to the Subject Property); all Equipment Agreement or the Items of Mortgagor’s rights under any Swap AgreementEquipment, including, without limitation, Equipment Payment, Equipment Agreement Commitment Fees and Supplemental Payments and any other payments due and to become due under the Existing Swap; Equipment Agreement whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (e) all Contracts referenced in Section 5.16 below (including property management and leasing agreements)claims, 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 obligationspowers, insurance policiesor privileges and remedies of Obligee, insurance as Obligee, under the Equipment Agreement; (f) all rights of Obligee under the Equipment Agreement to make determinations to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and condemnation awards and proceedsauthority to demand, receive, enforce, collect or receipt for 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 foregoing or any business now property which is the subject of the Equipment Agreement, to enforce or hereafter conducted thereon by Mortgagor; all permitsexecute any checks, 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 instruments or hereafter made orders, to file any claims and to take any action which (in the opinion of Security Trustee) may be necessary or advisable 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 booksprovided, records however, Security Trustee agrees for the benefit of Obligee that so long as no Loan Event of Default has occurred and files to the extent relating to is continuing, it will not exercise any of the foregoing. As rights assigned to it under clauses (e) and (f) of this Section 7.1, other than the right to receive amounts due under the Equipment Agreement, without the prior written consent of Obligee; (g) all moneys now or hereafter paid or required to be paid to Lender pursuant to any Operative Document; and (h) all proceeds of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawCollateral including, this Mortgage constitutes a fixture filing without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Pennsylvania Uniform Commercial CodeEquipment Agreement or otherwise, as amended all credits granted by any manufacturer or recodified from time vendor with respect to time (“UCC”), the return of any Item of Equipment and is acknowledged and agreed the proceeds of any insurance payable with respect to be a “mortgage” under the UCCItems of Equipment.

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, impounds, 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 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, 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 For valuable consideration, and assigns to Mortgagee as of the date hereof a security interest, to secure the due payment and performance of all of principal of, interest on the Secured ObligationsLoans, in all of the following described personal property in which Mortgagor now or at any time hereafter has Loan Availability Fee and any interest due thereon, Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to Lenders, the Administrative Agent and the Collateral Agent arising out of or in any way connected with the Operative Documents and all instruments, agreements and documents executed, issued and delivered pursuant thereto (collectively, the “"Secured Obligations"), Lessor hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and sets over to the Collateral Agent, and its successors and assigns, and grants to the Collateral Agent, and its successors and permitted assigns, a first Lien on and security interest in the rights, title and interest of Lessor now held or hereafter acquired in and to the following, except for Excepted Payments with respect thereto (collectively, the "Lessor 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 Items of Equipment; (b) all Subleases pertaining to the extent the same are not effectively made a part Items of the real property pursuant to Section 1.1 aboveEquipment; (c) or (ii) the Improvements; together with any Bill ▇▇ Sale and 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, warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment; (d) the Assembly Agency Agreement, the Security Documents and all acquisition agreements Lease Payments, Availability Fees and Supplemental Payments payable under the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with respect to the Subject Property); all Lease Agreement or the Items of Mortgagor’s rights under any Swap AgreementEquipment, including, without limitation, Lease Payments, Availability Fees, Supplemental Payments and Lessee Collateral and any other payments due and to become due under the Existing Swap; Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all Contracts referenced in Section 5.16 below (including property management and leasing agreements)claims, 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 obligationspowers, insurance policiesor privileges and remedies of Lessor under the Lease Agreement; (g) all rights of Lessor under this Agreement and the Lease Agreement to make determinations to exercise any election (including, insurance but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and condemnation awards and proceedsauthority to demand, receive, enforce, collect or receipt for 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 foregoing or any business now property which is the subject of this Agreement or hereafter conducted thereon by Mortgagor; all permitsthe Lease Agreement, consentsto enforce or execute any checks, 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 instruments or hereafter made orders, to file any claims and to take any action which (in the opinion of the Collateral Agent) may be necessary or advisable 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 booksprovided, records however, the Collateral Agent agrees for the benefit of Lessor that so long as no Loan Event of Default has occurred and files to the extent relating to is continuing, it will not exercise any of the foregoing. As rights assigned to it under clauses (f) and (g) of this Section 7, other than the right to receive amounts due under the Lease Agreement and Section 9 of this Agreement, without the prior written consent of Lessor; (h) all moneys now or hereafter paid or required to be paid to Lenders pursuant to any Operative Document; and (i) all proceeds of Lessor Collateral including, without limitation, all rentals, income and profits in respect of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawItems of Equipment, this Mortgage constitutes a fixture filing whether under the Pennsylvania Uniform Commercial CodeLease Agreement or otherwise, as amended all credits granted by any manufacturer or recodified from time vendor with respect to time (“UCC”), the return of any Item of Equipment and is acknowledged and agreed the proceeds of any insurance payable with respect to be a “mortgage” under the UCCItems of Equipment.

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 Agent a security interest in all of Borrower’s right, title, and interest in and to the following described following: all of Borrower’s personal property in which Mortgagor whether now owned or at any time hereafter has any interest acquired (collectively, the “Collateral”): All goods), building including the following: (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including all Intellectual Property, licenses, contracts, and contract rights); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; (J) Payment Intangibles and all other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs tangible and other intangible personal property and embedded software included thereinof Borrower whether now or hereafter owned or existing, wherever situatedleased, which are consigned by or are to be incorporated into, used in connection withto, or appropriated for use on acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. The Collateral includes, without limitation, (i) the real property described on Exhibit A attached hereto VIVUS License 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 each other Material Contract, (ii) any IND or NDA owned by Borrower or in which Borrower has rights, and (iii) all Accounts and General Intangibles that consist of rights to payment and proceeds from the Improvements; together with sale, licensing or disposition of all rents or any part, or rights in, any of Borrower’s Intellectual Property. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Collateral include, and Borrower shall not be deemed to have granted a security interest in any of Borrower’s rights or interests in or under, any license, contract, permit, instrument, security or franchise to which Borrower is a party (excluding in each case the VIVUS License and each other Material Contract) or any of its rights or interests thereunder (excluding in each case the VIVUS License and each other Material Contract) 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 but only to the Subject Property); all extent, that such a grant would, under the terms of Mortgagor’s rights under any Swap Agreementsuch license, includingcontract, without limitationpermit, the Existing Swap; all Contracts referenced instrument, security or franchise, result 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 a breach 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 terms of, and additions and accessions toor constitute a default under, any of the foregoing; together with all bookssuch license, records and files contract, permit, instrument, security or franchise (other than to the extent relating that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided, that immediately upon the foregoing. As to all ineffectiveness, lapse or termination of any such provision 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”)Collateral shall include, and is acknowledged Borrower shall be deemed to have granted a security interest in, all the rights and agreed to be a “mortgage” under interests described in the UCCforegoing clause (iii) as if such provision had never been in effect.

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 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 materials, supplies, work interest of Borrower 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 Deposit Accounts; all Instruments; all Chattel Paper and Documents; all General Intangibles (including, including without limitation, limitation all acquisition agreements with respect to the Subject intellectual property other than Excluded Intellectual Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing SwapInvestment Property; all Contracts referenced other property; and any and all claims, rights and interests in Section 5.16 below any of the 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 property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion 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 and proceedsclaims against third parties) of, any other and all of the above, and all Borrower's books relating to any and all of the above. The Collateral shall include the proceeds of all Excluded Intellectual Property to which any Borrower is entitled that are Accounts of any Borrowers, or general intangibles consisting of rights to payment, if a judicial authority (including a U.S. bankruptcy court) holds that a security interest in the payment underlying Excluded Intellectual Property is necessary to have a security interest in such Accounts and General Intangibles of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation any Borrower that are proceeds of the Subject Excluded Intellectual Property or to which any business now or hereafter conducted thereon by Mortgagor; all permitsBorrower is entitled, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to then 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 ofCollateral shall automatically, and additions and accessions to, any effective as of the foregoing; together with all booksClosing Date, records and files include the Excluded Intellectual Property to the extent relating necessary to permit perfection of Silicon's security interest in such Accounts and General Intangibles of any Borrower that are proceeds of the foregoing. As Excluded Intellectual Property to all of the above described personal property which any Borrower 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 UCCentitled.

Security Interest. Mortgagor As security for the Mezzanine Loan Obligations, Pledgor hereby grants Mezzanine Lender a continuing first-priority security interest in, Lien on and right of set-off against, and hereby assigns to Mortgagee Mezzanine Lender as security, all of the date hereof a security Pledgor's right, title and interest, if any, in, to secure payment and performance of all of the Secured Obligations, in all of under the following described personal property and interests in which Mortgagor property (save insofar as otherwise expressly excluded by the terms of this Agreement), whether now owned or at any time hereafter has any interest acquired or existing and wherever located (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 "COLLATERAL"): (i) the real property described on Exhibit A attached hereto all of Pledgor's right, title and incorporated by reference herein (interest in and to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) issued and outstanding shares of the Corporations and Pledgor's equity interests in the Corporations, including, for the avoidance of doubt, all voting rights connected therewith or (ii) related thereto, and the Improvements; together with all rents (to the extentcertificates, if any, they are representing any of the foregoing (collectively, the "STOCK INTERESTS") together with all instruments of transfer in respect of such interests in the form of EXHIBIT A attached hereto, executed in blank, all cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the Stock Interests; (ii) all of Pledgor's right, title and interest in and to all of the issued and outstanding limited liability company interests of the LLCs and Pledgor's equity interests in the LLCs, including, for the avoidance of doubt, all voting rights connected therewith or related thereto, and the certificates, if any, representing any of the foregoing (collectively, the "LLC INTERESTS") together with all instruments of transfer in respect of such interests, executed in blank, all cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the LLC Interests; (iii) all of Pledgor's right, title and interest in and to all of the outstanding limited and general partnership interests of the Partnerships and Pledgor's equity interests in the Partnerships, including, for the avoidance of doubt, all voting rights connected therewith or related thereto, and the certificates, if any, representing any of the foregoing (collectively, the "LP INTERESTS") together with all instruments of transfer in respect of such interests, executed in blank, all cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the LP Interests; (b) to the extent not subject included in clause (a) above, any and all rights and remedies of Pledgor under any of the Organizational Documents of the Corporations, the LLCs or the Limited Partnerships, as applicable, including the right to Article 3enforce any and all representations, warranties, covenants, obligations, agreements and indemnities of any party thereto made to or for the benefit of, or that otherwise inure to the benefit of, Pledgor; (c) all securities hereafter delivered to Mezzanine Lender in substitution for or in addition to any and all of the Collateral, and all certificates and instruments representing or evidencing such securities and all cash, securities, dividends, Proceeds and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral; (d) all additional shares of the Corporations, all additional limited liability company interests of the LLCs and all additional limited and general partnership interests of the Partnerships or other equity interest of any issuer, as applicable, from time to time acquired by Pledgor in any manner, and the certificates (if any) representing such additional shares of the Corporations, additional limited and general liability company interest of the LLCs or additional limited and general partnership interest of the Partnerships or other equity interest, as applicable (all of which shall constitute part of the Pledged Interests); , and all inventoryoptions, accountswarrants, dividends, cash receiptsinstruments and other rights and options from time to time received, deposit accountsreceivable or otherwise distributed in respect of or in exchange for any or all of such shares of the Corporations, accounts receivablelimited liability company interests of the LLCs and/or limited and general partnership interest in the Partnerships or other equity interest, contract rightsas applicable; (e) all books and records (including credit files, licensescomputer programs, agreementsprintouts and other computer materials and records) of Pledgor pertaining to any of the Collateral; (f) all of Pledgor's right, title and interest in and to the profits and losses of the Corporations, the LLCs and the Partnerships, and Pledgor's right (i) as a shareholder of the Corporations, (includingii) as a limited partner of the Partnerships, and (iii) as a member of the LLCs, in each case, to receive distributions of the assets of the Corporations, the LLCs, and the Partnerships, as the case may be, upon complete or partial liquidation or otherwise; (g) all cash and non-cash Proceeds and products of the Collateral, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed when Collateral or Proceeds are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all acquisition agreements rights to payment, including return premiums, with respect to the Subject Property); any insurance relating thereto; (h) all of Mortgagor’s rights under Pledgor's right, title and interest in and to any Swap Agreement, including, without limitationloans made by Pledgor to the Corporations, the Existing SwapLLCs or the Partnerships, including the right to receive repayment of such loans; and (i) all Contracts referenced in Section 5.16 below (including property management and leasing agreements)Accounts, 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 Investment 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 MortgageeCollateral, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reservesDocuments, 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 ofGeneral Intangibles, and additions Instruments of Pledgor, and accessions to, any all Proceeds 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 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.

Security Interest. Mortgagor hereby This Deed of Trust grants a security interest in and assigns covers all property owned by Trustor or in which Trustor has an interest affixed to Mortgagee as or located upon the Property, all articles of personal property and all materials delivered to the Property for incorporation or use in any construction being conducted thereon which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described Property. Such personal property shall include the personal property identified in which Mortgagor now or at any time the attached Exhibit B, if any, and: (i) all presently owned and hereafter has any interest (collectively, the “Collateral”): All acquired goods, building and other materialsinstruments, suppliesdocuments, work in processchattel paper, equipmentcontract rights, machineryaccounts, general intangibles, inventory, fixtures, furniture, furnishings, signs machinery, equipment and other appliances and all personal property and embedded software included thereinof Trustor now or hereafter attached to or installed or placed in, wherever situated, which are on or are to be incorporated into, used in connection with, or appropriated about the Property for use on in conjunction with the use and occupancy thereof, together with all accessories, parts and appurtenances thereto and all additions, renewals, improvements, and replacements thereof. (i) Trustor also hereby assigns to Beneficiary all leases and use agreements of all personal property in the real property described on Exhibit A attached hereto categories above set forth, under which Trustor is the lessee or entitled to use such items, and incorporated Trustor agrees to execute to Beneficiary separate assignments of such leases and agreements when requested by reference herein (Beneficiary, but Beneficiary shall not be obligated thereunder unless it so chooses, and Trustor agrees to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or fully and timely perform such obligations); (ii) all leases, lease guarantees, income, rents, issues, and profits which, from and after the Improvementsdate hereof, may accrue from said goods, fixtures, furnitures, furnishings, machinery, equipment and appliances, or any part thereof, or which may be received or receivable by Trustor from any use, leasing, or subleasing thereof (provided, that so long as Trustor is not in default hereunder after the expiration of the applicable cure period, Trustor shall have a license to collect said income, rents, issues and profits, subject, however, to any separate and prior assignment of leases and rents); together with (iii) all rents (presently owned and hereafter acquired general intangibles and rights of every kind and nature of Trustor relating to the extentProperty or the operation thereof, if any, they are including but not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitationlimited to, all acquisition agreements with respect governmental permits relating to construction on the Subject Property); , all of Mortgagor’s names by which the Property may be operated or known, all rights to carry on business under any Swap Agreementsuch names, including, without limitation, the Existing Swap; 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 goodwill in 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 way relating to the Subject Property; (iv) all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all presently owned and hereafter acquired reserves, deferred payments, deposits, accounts, refunds, cost savings and payments payments, of every kind and nature of Trustor in any kind related way relating to the Subject Property or any portion thereofof the personal property thereon other than rents, issues and profits previously and separately assigned; together with (v) all replacements presently owned and proceeds ofhereafter acquired water stock and all solar rights owned by Trustor relating to the Property; and, (vi) all presently owned and hereafter acquired drawings, plans and specifications of Trustor prepared for construction of improvements relating to the Property, and additions all studies and accessions todata related thereto, any and all contracts and agreements of the foregoing; together with all books, records and files Trustor relating thereto or to the extent relating to any construction of improvements on the foregoingProperty. 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.108

Security Interest. Mortgagor hereby grants As security for the due and assigns to Mortgagee as of the date hereof a security interest, to secure punctual payment and performance of all the Secured Obligations (as hereinafter defined), each Obligor hereby grants to the Agent for the ratable benefit of the Secured Obligations, Purchasers a continuing security interest in and lien on 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 thereinManufacturing Fixtures (as defined below) of such Obligor, wherever situatedwhether now owned or existing or hereafter acquired or arising, which are or are together with any and all additions thereto and replacements therefor and proceeds and products thereof (collectively referred to be incorporated intofor purposes of this Agreement as "Collateral"), used in connection with, or appropriated for use on (i) including without limitation the real property described on Exhibit A attached hereto below: (a) all tangible personal property, including without limitation 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 extentfuture goods, 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 merchandise, raw materials, work in process, finished goods and supplies), machinery, equipment, motor vehicles, rolling stock, tools, furniture, Manufacturing Fixtures, office supplies, computers, computer software and associated equipment, whether now owned or hereafter acquired, including, without limitation, all tangible personal property used in the Subject Property); operation of the business of such Obligor; (b) all of Mortgagor’s rights under any Swap Agreementall present and future authorizations, permits, licenses and franchises issued, granted or licensed to such Obligor for the operation of its business; (c) all patents issued or assigned to and all patent applications made by such Obligor and all exclusive and nonexclusive licenses to such Obligor from third parties or rights to use patents owned by such third parties, including, without limitation, the Existing Swap; patents, patent applications and licenses listed on Schedule III hereto, along with any and all Contracts referenced in Section 5.16 below (including property management a) inventions and leasing agreements)improvements described and claimed therein, architects’ agreements(b) reissues, divisions, continuations, extensions and continuations-in-part thereof, (c) income, royalties, damages, claims and payments now and hereafter due and/or construction agreements payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (d) rights to the completion of any improvements on the Subject Property)sue ▇▇▇ past, general intangiblespresent and future infringements thereof, chattel paper and (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, e) any other rights corresponding thereto throughout the world (collectively, "Patents"); (d) all trademarks (including service marks), federal and state trademark registrations and applications made by such Obligor (other than Federal Intent to Use Applications prior to the payment filing of moneya verified Statement of Use under 15 U.S.C. ss.1051(d)), common law trademarks and trade names owned by or assigned to such Obligor, all registrations and applications for the foregoing and all exclusive and nonexclusive licenses from third parties of the right to use trademarks of such third parties, including, without limitation, the registrations, applications, unregistered trademarks, service marks and licenses listed on Schedule IV hereto, along with any and all (1) renewals thereof, (2) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or future infringements thereof, (3) rights to sue ▇▇▇ past, present and future infringements thereof, and (4) foreign trademarks, trademark registrations, and trade name applications for any thereof and any other rights corresponding thereto throughout the world (collectively, "Trademarks"); (e) all copyrights, whether statutory or common law, owned by or assigned to such Obligor, and all exclusive and nonexclusive licenses (other than nonexclusive licenses to use off-the-shelf software products) to such Obligor from third parties or rights to use copyrights owned by such third parties, including, without limitation, the registrations, applications and licenses listed on Schedule V hereto, along with any and all (1) renewals and extensions thereof, (2) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (3) rights to sue ▇▇▇ past, present and future infringements thereof, and (4) foreign copyrights and any other rights corresponding thereto throughout the world (collectively, "Copyrights"); (f) the entire goodwill of such Obligor's business and other general intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, domain names, methods, procedures and formulae) connected with the use of and symbolized by any Patents, Trademarks or Copyrights of such Obligor; (g) any other intellectual property of such Obligor; (h) all rights under all present and future vendor or customer contracts and all franchise, distribution, design, consulting, construction, engineering, management and advertising and related agreements; (i) all rights under all present and future leases of real and personal property; and (j) all other personal property, including, without limitation, all present and future accounts, accounts receivable, cash, cash equivalents, deposits, deposit accounts, loss carry back, tax refunds, insurance proceeds, premiums, rebates and refunds, choses in action, investment property, securities, contracts, contract rights, general intangibles (including without limitation, all customer and advertiser mailing lists, intellectual property, patents, copyrights, trademarks, trade secrets, trade names, trademarks and service marks arising from or related to the ownershipdomain names, managementgoodwill, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitscustomer lists, consentsadvertiser lists, approvals, licenses, authorizations catalogs and other rights granted byprinted materials, given by publications, indexes, lists, data and other documents and papers relating thereto, blueprints, designs, charts, and research and development, whether on paper, recorded electronically or obtained fromotherwise), all websites (including without limitation, all content, HTML documents, audiovisual material, software, data, hardware, access lines, connections, copyrights, trademarks, patents and trade secrets relating to such websites) and domain names, 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 plansinformation stored on any medium, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeincluding electronic medium, 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 foregoingpersonal property of such Obligor, all financial books and records and other books and records relating, in any manner, to the business of such Obligor, all proposals and cost estimates and rights to performance, all instruments and promissory notes, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to such Obligor 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 Obligor; and all guaranties and security therefor, and all letter of credit and other supporting obligations in respect of such debts, obligations and liabilities. As Notwithstanding anything herein to all the contrary, in no event shall the Collateral include, and no Obligor shall not be deemed to have granted a security interest in any of such Obligor's rights or interests in any lease, license, contract, permit or agreement (including, without limitation, any such agreement which shall grant a security interest in the assets of any Obligor) to which any Obligor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such lease, license, contract, permit or agreement or otherwise, result in a breach of the above described personal property terms of, or constitute a default under, or cause a termination of, such lease, license, contract, permit or agreement to which such Obligor is a party (other than to the extent that the other party to such lease, license, contract, permit or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under agreement has consented to such grant or to the Pennsylvania extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code, as amended or recodified and in effect from time to time (“the "UCC”"), or any other applicable law (including the U.S. Bankruptcy Code) or principles of equity), provided, that (x) the foregoing grant of security interest shall extend to, and the Collateral shall include, any and all proceeds of any such lease, license, contract, permit or agreement to the extent that the assignment or encumbering of such proceeds is not so restricted and is acknowledged permitted by applicable law and agreed (y) immediately upon the ineffectiveness, lapse, waiver or termination of any such provision or restriction, the Collateral shall include, and the Obligors shall be deemed to be have granted a “mortgage” under the UCCsecurity interest in, all such rights and interests as if such provision or restriction had never been in effect.

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 (a) Although the parties intend that all Transactions hereunder be sales and assigns to Mortgagee as of purchases and not loans (other than the date hereof a security interestMSRs, which are pledged, and not sold, to secure payment Buyer), 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 all of the Secured Obligationsits 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 described personal property in which Mortgagor items of property, whether now owned or at any time hereafter has any interest (collectivelyacquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “CollateralRepurchase Assets”): 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 Participation Certificates and all MSRs related thereto, including Acquired MSRs, whether such MSRs are in existence on Exhibit A attached hereto the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, and incorporated by reference herein (to whether or not such Assets or the extent the same related Mortgage Pools are not effectively made a part of the real property pursuant to Section 1.1 above) or listed on an Asset Schedule; (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 MSRs arising 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 any Servicing Contract; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the ownershiprelated Servicing Contract, management▇▇▇▇▇▇ ▇▇▇ MBS or Participation Agreement, leasing or operation of including MBS Advances; (iv) any rights in the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations Dedicated Account and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; amounts on deposit therein; (v) all deposits rights under the Participation Agreement; (vi) all records, instruments 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, documentation evidencing any of the foregoing; together with ; (vii) all books, records “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” “deposit accounts” and files to “money” as defined in the extent 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 Participation Agreement and the Servicing Contracts); and (viii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. As to ; provided, however, that the Repurchase Assets shall not include any Excluded Assets. (b) Seller hereby assigns, pledges, conveys and grants a security interest in all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawits right, this Mortgage constitutes a fixture filing title and interest in, to and under the Pennsylvania Uniform Commercial Code, as amended or recodified from time Repurchase Assets to time (“UCC”), and is acknowledged and agreed Buyer to be a “mortgage” under the UCC.secure the

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. 02-62113557/Store No. 613 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 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”"): Loan No. 1002835 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) 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 '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 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 CodeCode as in effect in the Commonwealth of Kentucky, as amended or recodified from time to time (“the "UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC. The name, address and organizational number of the debtor (Mortgagor) are KBSII National City Tower, LLC, c/o KBS Capital Advisors, 620 Newp▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇re ID# 4893582, and the name and address of the secured party (Mortgagee) are Wells Fa▇▇▇ ▇ank, National Association, as Administrative Agent, 2030 Mai▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇ ▇iling of a financing statement covering the Collateral shall not be construed to derogate from or impair the lien or provisions of this Mortgage with respect to any property described herein which is real property or which the parties have agreed to treat as real property. Similarly, nothing in such financing statement shall be construed to alter any of the rights of Mortgagee under this Mortgage or the priority of the Mortgagee's lien created hereby, and such financing statement is declared to be for the protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee's priority of interest in any property or interests described in this Mortgage must, in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivision, agency or entity of the federal government, be filed in the Uniform Commercial Code records.

Security Interest. Mortgagor Grantor 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 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 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 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 Colorado Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), and is acknowledged and agreed to be a “construction 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 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 an Initial 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. the 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 the 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 the Aircraft and all the Grantor’s right, title and interest, present and future, therein and thereto and any loan agreement; sale or other transfer agreement relating to the Aircraft, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Aircraft, any guaranties, letters of credit or other credit support relating to the Aircraft, and any other certificate, instrument or agreement relating to the Aircraft or a lessee, user or lessor of the Aircraft (collectively, the “Aircraft Documents”); d. all reservesproceeds from the sale or other disposition of, deferred paymentsall proceeds of insurance due to the Grantor on, deposits, accounts, refunds, cost savings and payments all proceeds of any kind related condemnation due to the Subject Property or any portion thereof; together Grantor with all replacements and proceeds of, and additions and accessions 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 As security for the date hereof a security interest, to secure payment and performance or other satisfaction of all of the Secured Obligations, Debtor hereby assigns to Secured Party and grants to Secured Party a continuing security interest in all of Debtor’s personal property, including, without limitation, the following described personal property in which Mortgagor of Debtor, whether now or at any time hereafter owned (in whole or in part), existing, acquired or arising and wherever now or hereafter located: (a) all Accounts and all Goods whose sale, lease or other disposition by Debtor has any interest (collectively, the “Collateral”): All goods, building given rise to Accounts 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 withhave been returned to, or appropriated for use on repossessed or stopped in transit by, Debtor; (ib) the real property described on Exhibit A attached hereto all Chattel Paper, Instruments, Documents 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, General Intangibles (including, without limitation, all acquisition agreements with respect patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights including, without limitation, leases and grants, payment intangibles, security interests, security deposits, rights to the Subject Propertyindemnification, strains and micro-organisms and related mutants and derivatives thereof now existing or hereafter produced, fermentation processes and protocols, proprietary and confidential information and materials, sequenced genome, annotated genome, genes, genetic material, research and development projects, research tools and materials, research equipment and supplies and know-how); (c) all Inventory including, without limitation, raw materials; (d) all Goods (other than Inventory) including, without limitation, Equipment, vehicles and Fixtures; (e) all Investment Property; (f) all Deposit Accounts, bank accounts, prepaid expenses and all deposits and cash; (g) all Letter of Mortgagor’s rights under Credit Rights; (h) all Commercial Tort Claims, and all other claims and causes of action, whether in contract, tort or otherwise; (i) any Swap Agreementproperty of Debtor now or hereafter in the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of any of Secured Party or any participant with MAE Trust in the Loan, if any, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); (j) all other personal property described in the Prior Security Agreements; and (k) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring 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 offoregoing property, and additions all of Debtor’s books and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As foregoing and 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 UCCDebtor’s business.

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 (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 In order to secure LICENSOR’S obligations to indemnify LICENSEE under Sections 13.a, and to return or refund License Fees paid as provided for in Section 4.c, 13.c or Exhibit D (the “Obligations”), LICENSOR hereby grants to LICENSEE a first priority security interest in and assigns to Mortgagee (a) SDG Platform Rev A and SDG Platform Rev B, (b) all Intellectual Property and LICENSOR’S Technology embodied therein, (c) all of LICENSOR’s documentation relating to the foregoing, and (d) General Intangibles and Proceeds (as defined in the Uniform Commercial Code in effect in Nevada) relating to or of any of the date hereof a security interestforegoing, to secure payment and performance of in all cases now existing or hereafter developed (all of the Secured Obligationsforegoing hereafter shall be collectively referred to as “Collateral”). Notwithstanding the foregoing, product(s) utilizing SDG Platform Rev A and SDG Platform Rev B shall not be deemed Collateral and shall be and remain the property of LICENSOR. LICENSOR shall have the sole and absolute right to sell, lease or license product(s) in all the ordinary course of business utilizing SDG Platform Rev A and SDG Platform Rev B without any form of security interest attaching to either the following described personal property in which Mortgagor now product(s) or any proceeds generated from them. LICENSOR shall execute and/or deliver to LICENSEE, at any time hereafter has any interest (collectivelyat the request of LICENSEE, 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, (includinginstruments or documents that LICENSEE reasonably may request, without limitationincluding a more formal security agreement, all acquisition agreements with respect in a form and substance acceptable to LICENSEE, to perfect and maintain perfected LICENSEE’s first priority security interest in the Subject Property); all of Mortgagor’s rights under any Swap AgreementCollateral, including, without limitation, filings with the Existing Swap; U.S. Patent and Trademark Office. LICENSOR hereby authorizes LICENSEE to file UCC-1 Financing Statements and to take any other steps necessary to perfect and maintain the perfection of LICENSEE’s first priority lien on the Collateral and hereby appoints LICENSEE as its agent and attorney-in-fact to execute and/or perform on its behalf all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect documents or instruments necessary to carry out the completion obligations of any improvements on the Subject Property)LICENSOR hereunder. LICENSOR shall not grant a security interest in or permit a lien, general intangibles, chattel paper (whether electronic claim 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, encumbrance upon any of the foregoing; together Collateral after the date hereof, except with all booksthe prior written consent of LICENSEE. Upon LICENSOR’s default in performance of the Obligations, records and files subsequent failure to cure following 30 days prior written notice. LICENSEE may exercise any one or more of the rights and remedies accruing to a secured party under the Uniform Commercial Code under the laws of Nevada and any other applicable law upon default by a debtor. All of LICENSEE’s rights and remedies under this Agreement are cumulative and non-exclusive. Accordingly, nothing herein shall be construed to limit LICENSEE from pursuing any other legal or equitable remedy which it may have against LICENSOR. In the event LICENSEE sells or otherwise disposes of the Collateral and applies the net proceeds thereof to the extent relating Obligations, LICENSOR will be liable to any LICENSEE for the difference between the then outstanding amount of the foregoingObligations and the net proceeds of such disposition applied to the Obligations, if any. As LICENSOR, with LICENSEE’s approval, may elect to all substitute different collateral for the Collateral, provided such new collateral is of the above described personal property which is equal 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”)greater value, and in such event such new collateral shall become the “Collateral” as referred to in this Section, and the parties will amend any separate security agreement or UCC financing statement. Provided the Collateral has not been previously foreclosed upon, and there is acknowledged and agreed to be then no claim, suit or demand which alleges facts which constitute a “mortgage” under breach of LICENSOR’s representations or warranties set forth in Section 7, LICENSEE shall release the UCCsecurity interest provided by this Section [*] from the Gaming Regulatory Approval Date.

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 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 Obligations, each Credit Party hereby grants to Lender a continuing valid first priority security interest (subject to Permitted Liens) in all of the following described personal property its right, title and interest in which Mortgagor and to all of its property, whether now owned or at any time hereafter has any interest acquired or arising and wherever located including without limitation (collectivelyall such property, collectively the “Collateral”): All goods): (i) all accounts, building and other materials, supplies, work in processcommercial tort claims, equipment, machinery, fixtures, furnituregeneral intangibles (including all payment intangibles), furnishingsinstruments, signs and other personal property and embedded software included thereinchattel paper (whether tangible or electronic), wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on goods (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 including inventory, accountsequipment, cash receiptsfixtures and any and all accessions, deposit accountsadditions, accounts receivableattachments, contract rightsimprovements, licensessubstitutions and replacements), agreements, securities and all other investment property (including, without limitation, all acquisition agreements with respect to the Subject Propertycertificated securities, uncertificated securities, and security entitlements); 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 notesdeposit accounts, drafts, letters of credit, letter of letter-of-credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, insurance claims and proceeds and money (as each term is defined in Article 9 of the UCC) of the foregoing; (ii) all trademarks, service marks, 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 permitsindustrial designs, consentsknow-how, approvalstrade secrets, licenses, authorizations technology and other intellectual property recognized under applicable law (collectively, with all goodwill and moral rights granted bytherein, given by or obtained from, any governmental entity “Intellectual Property”). (iii) all computer hardware and software and all rights with respect to the Subject Propertythereto; 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 and (iv) as to all of the above described personal property which is foregoing, all additions, substitutions, dividends, distributions (in the form of cash, property, stock or which hereafter becomes a other securities), proceeds and other rights related or in addition to the foregoing, and any and all cash and non-cash proceeds therefrom (the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCollateral Distributions”). (v) Each Credit Party agrees to promptly, but in any event within ten (10) Business Days after receipt by such Credit Party (or such long period as Lender may agree in its sole discretion) of any portion of the Collateral Distributions valued in excess of $100,000 evidenced by promissory notes, tangible chattel paper or any investment property consisting of certificated securities, deliver the original thereof to Lender and any additional documentation reasonably requested by Lender to perfect and protect the security interest therein, and is acknowledged and agreed until such delivery such Credit Party shall hold the same in trust for Lender. Notwithstanding anything herein to the contrary, the Collateral grant provided in this Section 2.9(a) shall not be a “mortgage” under the UCCconstrued as an assignment of any Intellectual Property.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of ▇▇ ▇ecure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (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 receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, investment property, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), 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 F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

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 the Obligations and each Debtor’s obligations hereunder, each Debtor grants to Agent, for itself and the ratable benefit of the Secured ObligationsLenders, a continuing perfected lien on and security interest in all of such ▇▇▇▇▇▇’s right, title and interest in and to the following described Collateral (as hereinafter described). The Collateral is and consists of all personal property in which Mortgagor now of the Debtors, whether presently existing or at any time hereafter has any interest created or acquired, and wherever located, including, but not limited to: (collectivelya) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), the “Collateral”): All goodscommercial tort claims set forth in the Perfection Certificate or otherwise identified to Agent, building deposit accounts (excluding Restricted Accounts), documents (including negotiable documents), equipment (including all accessions and other materialsadditions thereto), suppliesgeneral intangibles (including payment intangibles and intellectual property), work in processgoods (including fixtures), equipmentinstruments (including promissory notes), machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are inventory (including all goods held for sale or are lease or to be incorporated intofurnished under a contract of service, used in connection withand including returns and repossessions), or appropriated for use on investment property (i) the real property described on Exhibit A attached hereto including securities and incorporated by reference herein (to the extent the same are not effectively made a part securities entitlements), letter 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 credit rights, licensesmoney, agreements, (including, without limitation, and all acquisition agreements of any Debtor’s books and records with respect to any of the Subject Property)foregoing, and the computers and equipment containing said books and records; and (b) any and all of Mortgagor’s rights under any Swap Agreementcash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations and the Existing Swap; all Contracts referenced security therefor or for any right to payment. Notwithstanding the foregoing, the Collateral does not include (a) assets for which a pledge thereof or a security interest therein is prohibited by applicable law or any agreement permitted hereunder (as long as such agreement is not entered into in Section 5.16 below (including property management and leasing agreementscontemplation hereof), architects’ agreementsunless any such prohibition is terminated or rendered unenforceable by the applicable anti-assignment clauses of the UCC, and/or construction agreements other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable requirements of law notwithstanding such prohibition, (b) any property or assets for which a pledge thereof or a security interest therein would (i) require governmental consent, approval, license or authorization, including any governmental licenses or state or local franchises, charters and authorizations or (ii) require other third party consent, approval, license or authorization or create a right of termination in favor of any third party party to such agreement, in each case, to the extent any such pledge or security interest is prohibited or restricted thereby, other than, in each case, to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable requirements of law notwithstanding such prohibition, (c) Restricted Accounts, (d) any United States “intent-to-use” trademark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto; and (e) more than 65% of the issued and outstanding capital stock, membership units or other securities owned or held of record by a Loan Party in any foreign Subsidiary. Guarantor agrees that Agent shall have the rights and remedies of a secured party under the Uniform Commercial Code of California, as now existing or hereafter amended, with respect to all of the completion aforesaid property, including, without limitation, thereof, the right to sell or otherwise dispose of any improvements on or all of such property and apply the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters proceeds of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights such sale to the payment of moneythe Obligations. In addition, trade namesat any time upon the occurrence and during the continuance of an Event of Default, trademarks Agent may, in its discretion, without notice to Guarantors and service marks arising from or related to the ownership, management, leasing or operation regardless of the Subject Property acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (i) any business now indebtedness due from Agent to any Guarantor, and (ii) any moneys, credits or hereafter conducted thereon by Mortgagor; all permitsother property belonging to any Guarantor, consents, approvals, licenses, authorizations and other rights granted by, given at any time held by or obtained from, any governmental entity with respect to coming into the Subject Property; all deposits possession of Agent whether for deposit 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 UCCotherwise.

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 each Debtor hereby collaterally assigns to Secured Party, and grants Secured Party a security interest in, all of the following described personal property in which Mortgagor such Debtor’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 such Debtor’s: (a) Accounts; (b) Chattel Paper, including Electronic Chattel Paper; (c) 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 (d) Commercial Tort Claims now or hereafter identified on Schedule 2.01(d) to this Agreement; (e) Deposit Accounts; (f) Documents; (g) Financial Assets; (h) General Intangibles; (i) Goods (including all of its Equipment, Fix­tures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor); (j) Instruments; (k) Intellectual Property; (l) Investment Property; (m) Letter of Credit Rights; (n) money (of every jurisdiction whatsoever); (o) Supporting Obligations; ______ _______ DHL PR (p) with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitationeach Person (as hereinafter defined) listed in Schedule 2.01(q) hereto and each other corporation hereafter acquired or formed by such Debtor, 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 such Debtor 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, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds as a result of a split, revision, reclassification, consolidation, merger or other like change of the Equity Interests or any issuer thereof, from time to time received, receivable or otherwise distributed to such Debtor in respect of or in exchange for any or all of the Equity Interests; (q) all promissory notes or intercompany notes and all certificates or instruments evidencing such promissory notes or intercompany 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 moneyextent not included in the foregoing, 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 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, such Debtor 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 such Debtor's rights under the UCC.such lease or license. ______ _______ DHL PR

Security Interest. Mortgagor For value received, Debtor hereby grants and assigns to Mortgagee as of the date hereof Trustee a security interest, interest (the "Security 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 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 following: (i) any and all retail motor vehicle installment sale contracts (the real property described on Exhibit A attached hereto "Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the Replacement Contracts (the "Replacement Contracts"), which Contracts or Replacement Contracts are originated in connection with the financing of new and incorporated by reference herein used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interests in and instruments of title to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) Vehicles, whether now owned or hereafter acquired; (ii) all funds in the ImprovementsDebtor bank accounts styled Master Collection Account, Master Operating Account and Note Redemption Account; together with (iii) all rents (proceeds of an offering pursuant to the extent, if any, they are not subject to Article 3Registration Statement of Debtor filed with the Securities and Exchange Commission (the "Registration Statement"); and (iv) all inventoryproducts thereof and all cash and noncash proceeds of any of the foregoing, 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 in any Swap Agreementform, including, without limitation, proceeds of insurance policies from the Existing Swap; loss thereof, all Contracts referenced in Section 5.16 below (including property management titles to the Vehicles and leasing agreements)all assignment of liens, architects’ all Contracts, Vehicle Titles, assignments, recourse agreements, and/or construction agreements with respect to other documents and instruments in the completion possession of the Debtor, and any documents or instruments in the possession, custody and control 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 Contract Servicer 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 independent Custodian (all of the above described personal property which foregoing hereinafter called the "Collateral"); provided, however, that the security interest granted hereunder is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under subject to the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), conditions and is acknowledged and agreed to be a “mortgage” under limitations set forth in the UCCRegistration Statement.

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 Purchased Assets, all rights under each Purchase Agreement (but not the obligations thereunder) with respect to each Purchased Asset, all rights under each Interest Rate Protection Agreement with respect to each Purchased Asset, all Mortgage Files, including without limitation all promissory notes, with respect to each Purchased Asset, all Servicing Records relating to each Purchased Asset, all Servicing Agreements relating to each Purchased Asset and performance of any other collateral pledged hereunder or otherwise relating to such Purchased 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 rights under any 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 each Purchased Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to each Purchased Asset, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein (but solely to the extent that such Servicer Accounts and amounts on deposit therein relate to any Purchased Asset), from time to time with respect to each Purchased Asset, all rights under any 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 (on deposit in the Collection Account, all “UCCgeneral intangibles”), “accounts”, “chattel paper”, “instruments”, “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 Subject to the terms and conditions of this Amendment, Debtor hereby grants amends the Agreement to grant to the Additional Secured Parties, as a group, (a) a first priority security interest in the Collateral described below ranking pari passu with the security interest securing the Notes and assigns to Mortgagee as all other existing indebtedness of the date hereof a security interest, to secure payment and performance of all of Debtor ranking pari passu with the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest Notes (collectively, the “Collateral”): All goods, building "Senior Debt"); and (b) a security interest in all other materials, supplies, work Collateral ranking junior 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 (priority to the extent security interest in such other Collateral securing the same are not effectively made a part Senior Debt. The following Collateral is subject to the aforesaid amended first priority security interest in favor of the real property pursuant Additional Secured Parties in respect of the October Notes: 1.1. Accounts, including but not limited to, all accounts, all rights of Debtor to Section 1.1 above) payment for goods sold or (ii) the Improvementsleased or for services rendered, all accounts receivable of Debtor; together with all rents (obligations owing to the extentDebtor evidenced by an instrument or chattel paper; all obligations owing to Debtor of any kind or nature, including all writings, if any, they are not subject to Article 3); evidencing the same, including 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 acceptances and chattel paper; any and all proceeds 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 Further included within the term "Accounts" are all right, title and interest of Debtor in and any security and liens with respect to any Account, and all Accounts, Documents and Contract Rights of Debtor as defined in the above described personal property which is Uniform Commercial Code as enacted in the State of Nevada (the "Uniform Commercial Code"); and 1.2. Intellectual Property, including, but not limited to, all names, trade names, goodwill, trade secrets, computer programs, computer records, data, computer software, patents, patent rights, patent applications, patents pending, patent licenses or which hereafter becomes a “fixture” under applicable lawassignments, this Mortgage constitutes a fixture filing under development ideas and concepts, licenses, permits, franchises, literary rights, rights to performance, trademarks, trademark applications, trademark rights, logos, copyrights, proprietary or other processes, drawings, designs, diagrams, plans, reports, charts, catalogs, manuals, research, literature, proposals and other reproductions on paper or otherwise, of any and all concepts or ideas, whether or not related to the Pennsylvania business or operations of Debtor; and 1.3. Inventory as defined in the Uniform Commercial Code, as amended including without limitation, all raw materials and other materials and supplies, work-in-progress and finished goods and any products made or recodified from time to time (“UCC”)processed therefrom and all substances, if any, commingled therewith or added thereto, but only Inventory located in the United States; and 1.4. All products and is acknowledged and agreed to be a “mortgage” under proceeds of the UCCabove, including insurance proceeds.

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, and (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; all advance payments membership interest (a “JV Agreement”) if grant of insurance premiums made by Mortgagor with respect a security interest would cause a breach of such JV Agreement. 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 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 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 The 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 the Secured Obligations, interest in all of the following described personal Debtor's right, title and interest in all property in which Mortgagor and interests of Debtor, tangible or intangible, whether 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 thereinexisting, wherever situatedlocated, which are including all: (a) Accounts, including but not limited to, all accounts, all rights of the Debtor to payment for goods sold or are to be incorporated intoleased or for services rendered, used in connection with, or appropriated for use on (i) all accounts receivable of the real property described on Exhibit A attached hereto and incorporated by reference herein (Debtor; all obligations owing to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) Debtor evidenced by an instrument or (ii) the Improvementschattel paper; together with all rents (obligations owing to the extentDebtor of any kind or nature, including all writings, if any, they are not subject to Article 3); evidencing the same, including 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 acceptances and chattel paper; any and all proceeds 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 Further included within the term "Accounts" are all right, title and interest of Debtor in and any security and liens with respect to any Account, and all Accounts, Documents and Contract Rights of Debtor as defined in the Uniform Commercial Code as enacted in the State of New York (the "Uniform Commercial Code"); and (b) Investment Property, including all of the above described personal Debtor's investment property which (as defined in the Uniform Commercial Code) and all of the Debtor's other securities (whether certificated or uncertificated), security entitlements, financial assets, securities accounts, commodity contracts, and commodity accounts (as each such -104- term is defined in the Uniform Commercial Code), including all substitutions and additions thereto, all dividends, distributions and sums distributable or which hereafter becomes a “fixture” under applicable lawpayable from, this Mortgage constitutes a fixture filing under upon or in respect of such property, and all rights and privileges incident to such property. (c) Instruments and Chattel Paper, including all instruments and chattel paper as defined in the Pennsylvania Uniform Commercial Code and all proceeds thereof; and (d) General Intangibles, including but not limited to, all general intangibles as defined in the Uniform Commercial Code and all proceeds thereof, including without limitation, any and all rights of Debtor to any refund of any tax assessed against Debtor or paid by Debtor, loss carry-back tax refunds, insurance premium rebates, unearned premiums, insurance proceeds, chooses in action, names, trade names, goodwill, trade secrets, computer programs, computer records, data, computer software, customer lists, patents, patent rights, patent applications, patents pending, patent licenses or assignments, development ideas and concepts, licenses, permits, franchises, literary rights, rights to performance, trademarks, trademark applications, trademark rights, logos, intellectual property, copyrights, proprietary or other processes, drawings, designs, diagrams, plans, reports, charts. catalogs, manuals, research, literature, proposals and other reproductions on paper or otherwise, of any and all concepts or ideas, whether or not related to the business or operations of Debtor; and (e) Equipment as defined in the Uniform Commercial Code, as amended or recodified from time to time (“UCC”)including but not limited to, all equipment, vehicles, machinery, tools, furniture, fixtures, trade fixtures and parts. Further included within the term "Equipment" is all tangible personal property utilized in the conduct of the Debtor's business and all additions, accessions, substitutions, components, and is acknowledged replacements thereto, therefor and agreed to be a “mortgage” under thereof and all proceeds thereof; and (f) Inventory as defined in the UCCUniform Commercial Code, including without limitation, all raw materials and other materials and supplies, work-in-progress and finished goods and any products made or processed therefrom and all substances, if any, commingled therewith or added thereto; mid (g) all products and proceeds of the above, including insurance proceeds (collectively, the "Collateral").

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 hereby grants and assigns to Mortgagee as of (i) As additional security for the date hereof a security interest, to secure payment and performance of all of Lessee’s obligations hereunder, Lessee hereby grants to Lessor a first priority security interest constituting a first Lien on (a) the Secured ObligationsEquipment (subject to Section 6.02(ii) below), together with all replacements, repairs, restorations, modifications and improvements thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Equipment, and all substitutions, renewals, or replacements of and additions, improvements, accessions and accumulations to any and all of such Equipment, together with all the rents, issues, income, profits, proceeds and avails therefrom, (b) moneys and investments held from time to time in the Escrow Account, (c) all accounts, chattel paper, deposit accounts, documents, instruments, general intangibles and investment property (including any securities accounts and security entitlements relating thereto) evidenced by or arising out of or otherwise relating to the foregoing collateral described in clauses (a) and (b) above, as such terms are defined in Article 9 of the California Commercial Code, and (d) any and all proceeds of any and all of the following described personal property in which Mortgagor now or at any time hereafter has any interest foregoing, including, without limitation, insurance proceeds (collectively, the “Collateral”): All goods). Lessee authorizes Lessor to file (and ▇▇▇▇▇▇ agrees to execute, building if applicable) such notices of assignment, chattel mortgages, financing statements and other materialsdocuments, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situatedform satisfactory to Lessor, which are Lessor deems necessary or are appropriate to be incorporated into, used establish and maintain Lessor’s security interest 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 AgreementCollateral, 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 such financing statements with respect to personal property and fixtures under Article 9 of the completion of any improvements on California Commercial Code and treating such Article 9 as applicable to entities such as Lessee. (ii) Notwithstanding the Subject Property)foregoing, general intangiblesLessor acknowledges and agrees that the security interest granted hereby in the CAB Equipment, 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 the rights and proceeds, any other rights remedies available to the payment of money, trade names, trademarks and service marks arising from or related Lessor pursuant to this Agreement in relation to the ownershipCAB Equipment, management, leasing is subject to the following limitations: (A) the Lessor may not remove the CAB Equipment or operation otherwise enforce its security interest in the CAB Equipment if as a result of such action by the Lessor the beneficial use of the Subject 2013 Leased 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 is affected so 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 cause an abatement 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 rent 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.2013 Facility Lease,

Security Interest. Mortgagor (a) Each Company hereby grants and assigns to Mortgagee as of the date hereof Access Capital a security interest, to secure payment and performance of all of interest (the Secured Obligations, “Security Interest”) in all of the following described personal property in which Mortgagor now owned or at any time hereafter acquired by such Company, or in which such Company now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): All goods, building all accounts and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and all other personal property and embedded software included thereinfixtures of each Company, wherever situatedincluding, which are or are to be incorporated intowithout limitation, 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, accountsequipment, cash receiptsgoods, deposit accountsdocuments, accounts receivable, contract rights, licenses, agreements, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including without limitation, payment intangibles), chattel paper (whether tangible or electronic), supporting obligations, investment property, cash, deposit accounts, letter-of-credit rights, books and records, trademarks, tradestyles, patents and copyrights in which such Company now has or hereafter may acquire any right, title or interest and the proceeds and products thereof (including without limitation, proceeds of insurance) and all acquisition agreements with respect additions, accessions and substitutions thereto or therefor, all rights of such Company pursuant to this Agreement and the other Transaction Documents, and all contract rights and other general intangibles related to the Subject PropertyAccounts Receivable and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in this Section which are defined in the Uniform Commercial Code as enacted and in effect from time to time in the State of New York (the “Code”) are used as so defined in the Code. (b) This Security Interest shall secure any and all obligations and liabilities of each Company and each other party to any Transaction Document to Access Capital, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to become due (the “Obligations”); . (c) Each Company will do all lawful acts which Access Capital deems necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of Mortgagor’s rights this Agreement and the other Transaction Documents, including, but not limited to, the execution, if required, of Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments in form satisfactory to Access Capital and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of such statements and instruments. Each Company irrevocably appoints Access Capital as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do in connection with the creation and perfection of its security interest under any Swap Agreementthis Agreement and the other Transaction Documents, such appointment being deemed to be a power coupled with an interest, including, without limitation, the Existing Swap; filing of UCC-1 Financing Statements (or such other filings required under applicable law) in the name of such Company to reflect the security interest created hereby and/or thereby. (d) Each Company warrants that (i) its principal place of business, chief executive office and the place where the records concerning its accounts and contract rights are located are at the address(es) set forth herein and (ii) it is duly organized in the state named below its signature on the signature page of the Loan Agreement (the “Signature Page”) with the Organizational ID # stated on the Signature Page. None of the Companies’ Accounts Receivable is evidenced by a promissory note or other instrument. Each Company shall keep its principal place of business and chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the first sentence of this clause or, upon 30 days’ prior written notice to Access Capital, at any other locations in the continental United States so long as such Company shall have taken all Contracts referenced action required by Access Capital to preserve and maintain Access Capital’s first priority perfected security interest in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements its rights with respect to the completion Collateral, including delivery of landlord agreements, mortgagee agreements and warehouse agreements, each in form and substance satisfactory to Access Capital. Each Company shall hold and preserve its records concerning its accounts and contract rights and shall permit representatives of Access Capital at any time during normal business hours upon advance notice to inspect and make abstracts from such records. Notwithstanding the above, in the event that an Event of Default has occurred and is continuing or Access Capital believes, in the exercise of its commercially reasonable discretion that such access is necessary to preserve or protect the Collateral, each Company shall permit representatives of Access Capital at any time, without prior notice, during normal business hours to inspect and make abstracts from such records. (e) Each Company warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances (collectively, “Liens”) against the Collateral other than in favor of Access Capital. Each Company will notify Access Capital of any improvements Liens against the Collateral, will defend the Collateral against any Liens adverse to Access Capital, and will not create, incur, assume, or suffer to exist now or at any time throughout the duration of the term of this Agreement, any Liens against the Collateral, whether now owned or hereafter acquired, except liens in favor of Access Capital. (f) Each Company authorizes Access Capital to file, without the signature of such Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Access Capital may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so. (g) Each Company irrevocably appoints Access Capital as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of such Company and in its name or otherwise, from time to time in Access Capital’s discretion, to take any action or execute any instrument which Access Capital may deem necessary or advisable to accomplish the purposes of this Agreement and the other Transaction Documents, including, without limitation: (i) the right of endorsement on all payments received in connection with each Account Receivable; (ii) to obtain and adjust insurance required to be paid to Access Capital pursuant to this Agreement and the Subject Property)other Transaction Documents; (iii) to ask, general intangiblesdemand, chattel paper collect, ▇▇▇ for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (whether electronic iv) to receive, endorse, and collect any checks, drafts or tangible), other instruments, documents, promissory notesand chattel paper of such Company; (v) to sign such Company’s name on any invoice or ▇▇▇▇ of lading relating to any account, draftson drafts against customers, letters on schedules and assignments of creditaccounts, letter on notices of credit rightsassignment, 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 financing statements and other rights granted bypublic records, given on verification of accounts and on notices to customers (including notices directing customers to make payment directly to Access Capital); (vi) if an Event of Default has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by or obtained fromAccess Capital, any governmental entity with respect to the Subject Property; receive, open and process 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 mail addressed to any loan agreementCompany, to send requests for verification of accounts to customers; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments (vii) to file any claims or take any action or institute any proceedings which Access Capital may deem necessary or desirable for the collection 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 Collateral or otherwise to enforce the rights of Access Capital with all books, records and files to the extent relating respect to any of the foregoingCollateral. As Each Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to any Company for any act or omission or for any error of judgment or mistake of fact or law as such attorney. (h) If any Company fails to perform any agreement contained in this Agreement or any other Transaction Document, Access Capital may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of Access Capital incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby. (i) The powers conferred on Access Capital hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Access Capital to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Access Capital shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. (j) Anything herein to the contrary notwithstanding, (i) each Company shall remain liable under any and all contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the above described personal property which is or which hereafter becomes a “fixture” under applicable law, same extent as if this Mortgage constitutes a fixture filing Agreement had not been executed; (ii) the exercise by Access Capital of any of its rights hereunder shall not release any Company from any of its obligations under the Pennsylvania Uniform Commercial Codecontracts and agreements relating to the Collateral; and (iii) Access Capital shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, as amended nor shall Access Capital be obligated to perform any of the obligations or recodified from time duties of any Company thereunder or to time take any action to collect or enforce any claim for payment assigned hereunder. (“UCC”), and is acknowledged and agreed k) Notwithstanding payment in full of all Obligations to be a “mortgage” Access Capital under the UCCTransaction Documents, Access Capital shall not be required to record any terminations or satisfactions of Liens on the Collateral unless and until each Company and each Responsible Party have executed and delivered to Access Capital a general release in a form reasonably satisfactory to Access Capital.

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 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 interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; 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 the 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 books relating to any and all of the above. Notwithstanding the foregoing, the security interest granted herein does not extend to, and the term “Collateral” does not include, the following: (A) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other materialsmatter; and (B) any license or rights under any contract or rights as lessee of any equipment or software, 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 the extent that (i) the real property described grant of a security interest therein would be contrary to applicable law, or (ii) such license or contract or lease prohibits the grant of a security interest therein (but only to the extent such prohibition is enforceable under applicable law). Except as disclosed on Exhibit A attached hereto 1 hereto, Borrower represents and incorporated by reference herein warrants to Silicon that it is not presently a party to, nor is it bound by, any material in-bound software license relating to its SLMS, access node or IMACS product lines (which Borrower represents are all of its material product lines) which prohibits Borrower from granting a security interest therein to Silicon (to the extent the same are not effectively made such prohibition is enforceable under applicable law). Borrower shall not, hereafter, without Silicon’s prior written consent, enter into any material in-bound software license relating to its SLMS, access node or IMACAS product lines which prohibits Borrower from granting a part of the real property pursuant security interest therein to Section 1.1 above) or (ii) the Improvements; together with all rents Silicon (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 such 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”), unless Borrower uses commercially reasonable efforts to have such prohibition removed, and in the event Borrower is acknowledged and agreed not successful in having such prohibition removed, Borrower shall give prompt written notice thereof to be a “mortgage” under the UCCSilicon.

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 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)time 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, if any, including (A) all inventoryfunds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such 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 any such accounts, cash receiptsand (D) all interest, deposit dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts; (e) all other assets of the Company, accounts receivablewhether now owned and existing or hereafter acquired or arising, contract rights, licenses, agreements, (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 As security for the Obligations (as hereinafter defined), each Pledgor hereby grants pledges and assigns to Mortgagee as of the date hereof Secured Party, and grants to the Secured Party a continuing security interestinterest in, to secure payment and performance of all of the Secured Obligationssuch Pledgor's right, in all of the following described personal property in which Mortgagor now or at any time hereafter has any title and interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs whether now existing or hereafter created or acquired by such Pledgor) in: (a) its accounts receivable and other personal property that constitutes accounts as such term is defined in the Uniform Commercial Code of the State of New York (the "UNIFORM COMMERCIAL CODE") (collectively, "ACCOUNTS"); (b) its inventory, including goods, merchandise, raw materials, goods in process, finished goods and embedded software included thereinother tangible personal property that constitutes inventory as such term is defined in the Uniform Commercial Code (collectively, wherever situated"INVENTORY"); (c) its equipment, which are or are to be incorporated intoincluding all substitutes, replacements, accessions and additions thereto, all tools, parts, accessories and attachments used in connection withtherewith and all other tangible personal property that constitutes equipment as such term is defined in the Uniform Commercial Code (collectively, 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"EQUIPMENT"); all inventory(d) its other tangible personal property that constitutes goods as such term is defined in the Uniform Commercial Code; (e) its intellectual property, accountsgoodwill, cash receiptstrademarks, trade names, servicemarks, copyrights, patents, permits and licenses; (f) its chattel paper, commercial tort claims, deposit accounts, accounts receivabledocuments, instruments and letter-of-credit rights, as each such term is defined in the Uniform Commercial Code; (g) all contracts, contract rights, licensesbills, 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 creditacceptances, letter of credit rightschoses in action and all other personal property that constitutes general intangibles as such term is defined in the Uniform Commercial Code; (h) all securities, 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 security entitlements and other rights granted byinvestment property, given by or obtained from, any governmental entity with respect as each such term is defined in the Uniform Commercial Code; (i) all books and records (including but not limited 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 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 tapes 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 software) relating to any of the foregoing. As to ; and (j) all cash and non-cash proceeds and products of any of the foregoing (all of the above described personal property which foregoing is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under collectively called the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”"COLLATERAL"), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Grantor 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 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, 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 MortgagorGrantor; 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 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 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 Grantor 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 Grantor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Grantor in and to any interest rate protection agreement that may 7 have been (or may hereafter be) entered into by Grantor 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 Grantor 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 Maryland 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 To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising and wherever located (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 receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, (documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles ( including, without limitation, all acquisition claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies ( including rights to premium refunds), rights to tax refunds, copyrights, rights in and under license agreements and all other intellectual property excluding patents and trademarks); (B) All Inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property)rights of any unpaid seller, including the rights of repelvin, claim and delivery, reclamation, and stoppage in transit; all of Mortgagor’s rights under any Swap Agreement(C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement ( including Seller's right of offset and recoupment); (D) All equipment, machinery, furniture, furnishing, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Existing Swap; all Contracts referenced in Section 5.16 below like (including property management oil and leasing agreementsgas), 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 F) All accessions to, any substitutions for, and replacements of all of the foregoing; together with all books, (G) All books and records and files to the extent relating to any of the foregoing. As pertaining to all of the above described personal property which foregoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or which hereafter becomes otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of ▇▇ secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (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 receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, investment property, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property)rights of any unpaid seller, including the rights of replevin, claim and delivery, reclamation, and stoppage in transit; all of Mortgagor’s rights under any Swap Agreement(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), 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 F) All accessions to, any substitutions for, and replacements of, all of the foregoing; together with all books, (G) All books and records and files to the extent relating to any of the foregoing. As pertaining to all of the above described personal property which foregoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or which hereafter becomes a “fixture” under applicable lawotherwise convey any Collateral without Buyer's prior written consent, this Mortgage constitutes a fixture filing under except for the Pennsylvania Uniform Commercial Codesale of finished inventory in the Seller's usual course of business. Seller agrees to sign any instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller authorizes Buyer to file financing statements without notice to Seller, with all appropriate jurisdictions, as amended Buyer deems appropriate, in order to perfect or recodified from time protect Buyer's interest in the Collateral. Seller agrees to time (“UCC”)deliver to Buyer the originals of all instruments, chattel paper and is acknowledged documents evidencing or related to Purchased Receivables and agreed to be a “mortgage” under the UCCCollateral.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof "Effective Date" (defined in the 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 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 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 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 marks, in every case, 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, 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, security deposits, letters of credit, lease bonds and other deposit substitutes, credit enhancements, other like items, 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 Sections 9313 and 9402(6) of the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“UCC”)time, and is acknowledged and agreed to be a “"construction mortgage” " under the UCCsuch Sections.

Security Interest. Mortgagor To secure the complete and timely payment and satisfaction of all Obligations, Assignor hereby assigns, mortgages and pledges to Assignee and grants and assigns to Mortgagee as of the date hereof Assignee a security interestinterest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale, to secure payment the extent permitted by law, all of such Assignor’s right, title and performance of interest in and to all of the Secured Obligationsfollowing, whether now owned or existing and filed or hereafter acquired or arising and filed (collectively with items named in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelysection 2.2, below, the “Collateral”): All goods, building ): (a) patents 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 Agreementpatent applications, including, without limitation, the Existing Swap; inventions and improvements described and claimed therein, and those patents listed on Exhibit “A”, attached hereto and made a part hereof, and (i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all Contracts referenced income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in Section 5.16 below clauses (i)-(iv), are sometimes hereinafter individually and/or collectively referred to as the “Patents”); (b) copyrights, copyright registrations, copyright applications and all computer programs, operating systems, application systems, hardware or software of any nature whatsoever owned by Assignor, whether operational, under development or inactive, including all object codes, source codes, modules, technical manuals, user manuals, operating instructions and procedures, in-put and out-put formats, program listings, narrative descriptions, program flow charts, file layouts, report layouts, screen layouts and other documentation therefor (including property management internal notes, memoranda, status evaluations, marketing information and leasing agreementswrite-ups), architects’ agreementsand all improvements, and/or construction agreements with respect to the completion modifications, enhancements, new releases and revisions thereof, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media 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 thereofnature; together with all replacements and proceeds of, and additions and accessions to, tangible media upon which any of the foregoingforegoing are recorded or encoded, including, without limitation, all chips, disks, tapes, film and paper; together including, without limitation, the copyrights, copyrights registrations and copyrights applications listed on Exhibit “C” attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with all booksrespect thereto, records including, without limitation, damages and files payments for past or future infringements thereof, and (c) the right to the extent relating to any of the foregoing. As to sue for past, present and future infringements thereof (all of the above described personal property which is or which hereafter becomes a foregoing items are sometimes referred to herein collectively as the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCopyrights”); and (c) all material license agreements with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit “D” attached hereto and made a part hereof, and the right to prepare for sale, sell and advertise for sale all inventory now or hereafter owned by Assignor and now or hereafter covered by such licenses (all of the foregoing is acknowledged and agreed hereinafter referred to be a collectively as the “mortgage” under the UCCLicenses”).

Security Interest. Mortgagor As security for the payment or other satisfaction of all Obligations, Borrower 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 of Borrower, whether now or at any time hereafter has any interest (collectivelyowned, existing, acquired or arising and wherever now or hereafter located, including, without limitation, the “Collateral”): All goodsfollowing: (a) all Accounts and all Goods whose sale, building lease or other disposition by Borrower has given rise to Accounts 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 withhave been returned to, or appropriated for use on repossessed or stopped in transit by, Borrower; (ib) the real property described on Exhibit A attached hereto all Chattel Paper, Instruments, Documents 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, General Intangibles (including, without limitation, all acquisition agreements with respect patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to the Subject Propertyindemnification); (c) all of Mortgagor’s rights under any Swap AgreementInventory; (d) all Goods (other than Inventory), including, without limitation, the Existing SwapEquipment, vehicles and Fixtures; (e) all Contracts referenced in Section 5.16 below Investment Property; (including property management f) all Deposit Accounts, bank accounts and leasing agreements)all deposits and cash; (g) all Letter of Credit Rights; (h) all Commercial Tort Claims set forth on Exhibit A hereto, architects’ agreements, and/or construction agreements with respect as such Exhibit A may be amended from time to the completion of any improvements on the Subject Property), general intangibles, chattel paper time; (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, i) any other rights to the payment property 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 Borrower now or hereafter conducted thereon by Mortgagor; all permitsin the possession, consents, approvals, licenses, authorizations and other rights granted by, given by custody 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 control 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 Secured Party or any portion thereofagent or any parent, affiliate or subsidiary of Secured Party or any participant with Secured Party in the Loans (as defined in the Credit Agreement), for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); together with and (j) all replacements and proceeds of, and additions and accessions to, any substitutions for, and replacements, products and Proceeds of the foregoing; together with foregoing property, including, without limitation, proceeds of all booksinsurance policies insuring the foregoing property, and all of Borrower’s books and records and files to the extent relating to any of the foregoingforegoing and to Borrower’s business. 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 meanings 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 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 (a) Each of the following described personal property in which Mortgagor items or types of property, whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created and wherever located, is hereinafter collectively referred to as the Purchased Items (collectively, the “CollateralPurchased Items”): All goods, building (A) all Purchased Assets; (B) all Income 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 extentCash Collateral, if any; (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files, 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 promissory notes, certificates, instruments, Security Agreements, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto; (E) all collateral, security interests, rights and other interests under or with respect to each Purchased Item; (F) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims and payments thereunder; (H) all servicing fees to which the Seller is entitled and servicing and other rights relating to the Purchased Items; (I) all Servicing Agreements, Servicing Records and Servicing Files with respect to the Subject Property)Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (J) all Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise with respect to the Purchased Items and all amounts on deposit therein from time to time related to the Purchased Items; (K) all Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of Mortgagorthe foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds and the rights to enforce payment of insurance proceeds, in each case to the extent they relate to the Purchased Items; (N) the Collection Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account; (O) any collection account, escrow account, collateral account or lock–box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein; (P) rights of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Purchased Items; (Q) any Interest Rate Protection Agreements relating to the Purchased Assets, including all payments due to the Seller, any of the Guarantors or any other Repurchase Party thereunder; ® all purchase or take–out commitments relating to or constituting any of the foregoing; (S) all collateral, however defined, under any of the agreements between a Borrower or an Affiliate on the one hand and the Seller or any of the Guarantors on the other hand relating to the Purchased Items; (T) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “securities accounts”, “instruments”, “securities”, “financial assets” 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 (U) any and all replacements, substitutions, conversions, distributions on or proceeds of, from or on any and all of the foregoing; provided, however, none of the foregoing Purchased Items shall include any obligations; provided, further, however, notwithstanding the foregoing grant of a security interest, (i) no account, instrument, chattel paper or other obligation or Property of any kind due from, owed by, or belonging to, a Person described in the definition of Prohibited Person or (ii) any lease in which the lessee is a Person described in the definition of Prohibited Person, shall be collateral under the Repurchase Documents. (b) The Purchaser and the Seller intend that the Transactions hereunder be sales to the Purchaser of the Purchased Assets and not loans from the Purchaser to the Seller secured by the Purchased Assets. However, in order to preserve the Purchaser’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for (A) the repayment of the Aggregate Unpaids and performance by the Seller of all of the Seller’s obligations to the Purchaser hereunder, under the Repurchase Documents and the Transactions entered into hereunder (collectively, the “Repurchase Obligations”), (B) the Seller-Related Obligations and (C) all expenses and charges, legal or otherwise, incurred in collecting or enforcing, realizing on or protecting any Swap Agreementsecurity for, the Repurchase Obligations and/or the Seller Related Obligations (the amounts described in the foregoing clauses A–C are collectively referred to as the “Obligations”), (a) the Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Items to the Purchaser to secure the Obligations, (b) it is the express intent of the parties that conveyance of the Purchased Items be deemed a pledge of the Purchased Items by the Seller to the Purchaser to secure a debt or other obligation of the Seller, and (c) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC of the applicable jurisdiction; (ii) the conveyance provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest in and to the Purchased Items; (iii) the assignment by the Purchaser of the interest of the Purchaser as contemplated in Section 8.2 shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser or any of its agents, including, without limitation, the Existing SwapCustodian, of the Mortgage Loan Documents, the Purchased Items and such other items of Property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to the UCC; and (v) notifications to Persons (other than the Purchaser) holding such Property, and acknowledgments, receipts or confirmations from Persons (other than the Purchaser) holding such Property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under the UCC and Applicable Law. The assignment, pledge and grant of security interest contained herein shall be, and the Seller hereby represents and warrants to the Purchaser that it is, a first priority perfected security interest. The Seller agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to the Purchaser hereunder. All Purchased Items shall secure the payment of all Contracts referenced in Section 5.16 below Obligations now or hereafter existing, including, without limitation, the Seller’s obligation to repurchase Purchased Assets, or if such obligation is so recharacterized as a loan, to repay such loan for the Repurchase Price and to pay the Aggregate Unpaids and any and all other Obligations. For the avoidance of doubt and not by way of limitation of the foregoing, (A) each Purchased Asset, including property management and leasing agreements)all Income related thereto, architects’ agreements, and/or construction agreements secures the obligations of the Seller with respect to all other Transactions and 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 obligations 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 Purchased Assets, including those Purchased Assets that are junior in priority to the Subject Property; all advance payments Purchased Asset in question, and (B) if there is an Event of insurance premiums made by Mortgagor with respect Default, no Purchased Item will be released from the Purchaser’s Lien or transferred to the Subject Property; all plansSeller until the Obligations are indefeasibly paid in full. Notwithstanding the foregoing, drawings and specifications relating the Obligations shall be full recourse to the Subject Property; all loan funds held Seller and the Guarantors. (c) The assignment under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption 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 the Purchaser of any kind related obligation of the Seller or any other Person in connection with any or all of the Purchased Items or under any agreement or instrument relating thereto. Anything herein to the Subject Property contrary notwithstanding, (i) the Seller shall remain liable under the Purchased Items to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement and the other Repurchase Documents had not been executed, (ii) the exercise by the Purchaser of any of its rights, under or to in the Purchased Items shall not release the Seller from any portion thereof; together with all replacements and proceeds ofof its duties or obligations under the Purchased Items, and additions and accessions to(iii) the Purchaser shall not have any obligations or liability under the Purchased Items by reason of this Agreement, the Repurchase Documents or otherwise, nor shall the Purchaser be obligated to perform any of the foregoing; together with all books, records and files to the extent relating to any obligations or duties of the foregoing. As Seller thereunder or to all of the above described personal property which is take any action to collect 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 UCCenforce any claim for payment assigned hereunder.

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 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 (a) Each of the following described personal property in which Mortgagor items or types of property, whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created and wherever located, is hereinafter collectively referred to as the Purchased Items (collectively, the “Purchased Items”): (A) all Purchased Assets and all rights and security interests (but not the obligations) thereunder; (B) all Income and Cash 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; (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files, 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 promissory notes, all Security Agreements relating to the Purchased Items and any other collateral pledged or otherwise, notes, certificates, instruments, negotiable documents, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto; (E) all collateral, security interests, rights and other interests under or with respect to each Purchased Item; (F) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims, payments and proceeds thereunder; (H) all servicing fees to which such Seller is entitled and servicing and other rights relating to the Purchased Items; (I) all Servicing Agreements, Servicing Records, Servicing Files with respect to the Subject Property)Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (J) all of Mortgagor’s rights under Servicer Accounts established pursuant to any Swap Servicing Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management Pooling and leasing agreements), architects’ agreements, and/or construction agreements Servicing Agreement or otherwise with respect to the completion of any improvements Purchase Items and all amounts on the Subject Property)deposit therein, general intangiblesfrom time to time, 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 Purchased Items; (K) all rights of the Subject Property Seller under any Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or any business now with respect thereto; (L) all other agreements, instruments or hereafter conducted thereon by Mortgagor; all permitscontracts relating to, consentsconstituting, approvals, licenses, authorizations and other rights granted by, given by or obtained fromotherwise governing, any governmental entity or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Subject PropertyPurchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds, and the rights to any insurance proceeds, in each case to the extent they relate to the Purchased Items; (N) the Collection Account and the Homewood Interest Reserve and all deposits monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account and the Homewood Interest Reserve; (O) any collection account, escrow account, reserve account, collateral account or lock–box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein; (P) rights of the Seller under any letter of credit, guarantee or other security now credit support or hereafter made with or given to utility companies by Mortgagor with respect enhancement related to the Subject PropertyPurchased Items; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications (Q) any Interest Rate Protection Agreements relating to the Subject Property; Purchased Items, including 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 due to the Subject Property Seller, the Guarantor or any portion thereofAffiliates of the foregoing thereunder; together with (R) all replacements and proceeds of, and additions and accessions to, purchase or take–out commitments relating to or constituting any of the foregoing; together with (S) all bookscollateral, records and files to the extent relating to however defined, under any of the foregoing. As to agreements between a Borrower or an Affiliate on the one hand and the Seller on the other hand; (T) all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawgeneral intangibles”, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code“accounts”, as amended or recodified from time to time (“UCCchattel paper”), and is acknowledged and agreed to be a “mortgage” under the UCC.deposit accounts”, “securities accounts”,

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 (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.