Common use of TO HAVE AND TO HOLD Clause in Contracts

TO HAVE AND TO HOLD. all the Indenture Estate unto the Indenture Trustee, its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:

TO HAVE AND TO HOLD. all the Indenture Estate same unto the Indenture TrusteeAssignee, its successors and assigns FOREVER. The Lien assigns, from and security interest created hereby is created for after the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and date hereof subject to the terms terms, covenants, conditions and conditions set forth provisions contained in the Indenturesaid leases. PROVIDEDThis assignment is made without warranty or representation, HOWEVERexpress or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that if the principal ofcertain Purchase and Sale Agreement dated as of October 1, Premium2010 between BSC 387, if anyLLC, on and interest on the Series A Notes382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all other amounts payable under or secured by Deposits received from Assignor in accordance with the Indenture shall have been paid terms of the said leases and/or tenancies pursuant to Section 3.1 of which the Original Indenture or otherwise same were initially deposited. Assignor represents and warrants to Assignee that the Lessor shall have performed and complied with all Deposits listed on Schedule A are the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned only security deposits held by Assignor with respect to the Series A Notes shall terminate Assigned Leases. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to the Series A Notesany such Deposits. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, Assignor does hereby covenants and agrees with the Indenture Trustee for itself and for its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the equal date hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and proportionate benefit and security of not included in the Noteholders of the Outstanding Notes from time to timeDeposits. This agreement may be executed in counterparts, and the Indenture Trustee agrees to accept the trust and duties herein set forthwhich counterparts, as follows:when taken together, shall constitute a single agreement.

TO HAVE AND TO HOLD. all the Indenture Estate foregoing Mortgaged Property and the rights hereby granted for its use and benefit unto the Indenture Trustee, Lender and its successors and assigns FOREVERin fee simple forever. In order to secure the repayment of the Loan evidenced and represented by the Note, together with interest on the Loan, as well as the payment of all other sums of money secured hereby, as hereinafter provided; and to secure the observance, performance and discharge by Borrower of all covenants, conditions and agreements set forth in the Note, this Mortgage and in the other Loan Documents; and in order to charge the properties, interests and rights hereinafter described with such payment, observance, performance and discharge; and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid by Lender and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby grants Lender a security interest in all Fixtures, Goods (including, without limitation, Consumer Goods, Inventory, Equipment and Farm Products), Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments, General Intangibles (including, without limitation, Payment Intangibles and Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof, including, without limitation, any and all licenses, permits, franchises, trademarks, trade names, service marks or logos, plans, specifications, maps, construction contracts, instruments, insurance policies, fittings and fixtures of every kind, which is, are or shall hereafter be located upon, attached, affixed to or used or useful, either directly or indirectly, in connection with the complete and comfortable use, occupancy and operation of the Real Property, Improvements or Appurtenances as a retail center project (the “Existing Use”), or any other business, enterprise or operation as may hereafter be conducted upon or with said Real Property, Improvements or Appurtenances, including, without limitation, any and all licenses, permits or franchises, used or required in connection with such use, occupancy or operation as well as the proceeds thereof or therefrom regardless of form, all security deposits and advance rentals under lease agreements now or at any time hereafter covering or affecting any of the Property and held by or for the benefit of Borrower, all monetary deposits which Borrower has been required to give to any public or private utility with respect to utility services furnished to the Real Property or Improvements, all rents, issues and profits from leases of all or any part of the Real Property or Improvements, all proceeds (including premium refunds) of each policy of insurance relating to the Real Property or Improvements, all proceeds from the taking of the Real Property or Improvements or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof, all amounts deposited in escrow for the payment of ad valorem taxes, assessments, charges, ground rentals and/or premiums for policies of insurance with respect to the Real Property or Improvements, all proceeds and other amounts paid or owing to Borrower under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Real Property or Improvements, all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Real Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to Borrower by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Real Property or any part thereof (collectively, the “Fixtures and Personal Property”) which term expressly excludes any toxic waste or substance deemed hazardous under federal, regional, state or local laws, codes, ordinances, statutes, rules, regulations, decisions or orders). The Lien Mortgaged Property and security interest created hereby is created for the ratable benefit Fixtures and security of Personal Property are herein together referred to as the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except “Property”. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the IndentureProperty and the grant of the foregoing security interest which are defined in the Uniform Commercial Code of the State (the “UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Borrower hereby covenants and warrants with and to Lender that Borrower is indefeasibly seized of the Property and has good right, full power, and for lawful authority to convey and encumber all of the uses and purposes and same as aforesaid; that subject to the terms Permitted Exceptions (as hereinafter defined) Borrower hereby fully warrants the title to the Property and conditions will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Borrower further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 2004 (which are not yet due and payable) and those exceptions accepted by Lender as set forth in the Indenturetitle insurance commitment or proforma policy issued to Lender precedent to the issuance of a Lender’s Policy of Title Insurance insuring the first lien priority of this Mortgage (the “Permitted Exceptions”). PROVIDEDIf Borrower shall pay to Lender the Loan evidenced by the Note, HOWEVERand if Borrower shall duly, that if promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the principal ofterms, Premiumcovenants, if anyconditions and agreements of the Note, on and interest on the Series A Notes, this Mortgage and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise Loan Documents, then this Mortgage and the Lessor shall have performed estates and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights interests hereby and thereby granted and assigned with respect to the Series A Notes created shall cease, terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to and be issued null and deliveredvoid, and that all propertyshall be discharged of record at the expense of Borrower. Borrower, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal benefit of Lender and proportionate benefit its successors and security of the Noteholders of the Outstanding Notes from time to timeassigns, does hereby expressly covenant and the Indenture Trustee agrees to accept the trust and duties herein set forth, agree as follows:

TO HAVE AND TO HOLD. all the Indenture Estate Premises hereby mortgaged and conveyed or so intended, unto the Indenture TrusteeLender, its successors and assigns FOREVER. The Lien assigns, forever, free from all rights and security interest created hereby is created for the ratable benefit benefits under and security by virtue of the Noteholders Homestead Exemption Laws or similar laws of the Outstanding Notes from time to time without any priority of any one Note State or series of Notes over any other except as otherwise jurisdiction in which the Premises are located (which rights and benefits are hereby expressly provided in the Indenturereleased and waived), and for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and subject warrants to Lender and with the terms purchaser at any foreclosure sale that at the execution and conditions delivery hereof, Mortgagor owns the Premises and has good, indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and any claim of any other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender's Title Insurance Policy NCS-195868 dated May 11, 2005, as updated by a date down endorsement dated as of November 20, 2006, naming Lender as the Indentureproposed insured thereunder, including all endorsements thereto, approved by Lender (the “Title Commitment”) and in Schedule B of the Loan Policy of title insurance issued to Lender pursuant to the Title Commitment insuring the lien of this Mortgage (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when Mortgagor has paid all of the principal of, Premium, if any, on and interest on the Series A NotesIndebtedness, and has strictly performed and observed all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenantsterms, conditions, uses and trusts herein and therein set forthprovisions, and the Lessor, intending to be legally bound hereby, hereby covenants warranties contained in this Mortgage and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security in all of the Noteholders of other Loan Documents, the Outstanding Notes from time to timeestate, right, title, and interest of Lender in and to the Indenture Trustee agrees to accept Premises shall cease and shall be released at the trust cost of Mortgagor, but otherwise shall remain in full force and duties herein set forth, as follows:effect.

TO HAVE AND TO HOLD. all and singular the Indenture Estate aforesaid property unto the Indenture TrusteeMortgagee, and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided assigns, in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and trust for the equal and proportionate benefit and security of the Noteholders Loan Participants, the Note Holders and the other holders of Secured Obligations, except as provided in Section 2.14 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in clauses (1) through [(8)/(9)] inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Agreements, to perform all of the Outstanding Notes obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Loan Participants, the Note Holders and the other holders of Secured Obligations shall have no obligation or liability under the Indenture Agreements, by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Loan Participants, the Note Holders or the other holders of Secured Obligations be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Mortgagee the true and lawful attorney of the Owner Trustee, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner Trustee or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises. Without limiting the generality of the foregoing, but subject to the rights of the Owner Trustee and the Owner Participant under Sections 2.13, 4.03 and 4.04(a) hereof, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner Trustee an appropriate bxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of the Owner Trustee or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; PROVIDED, HOWEVER, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner Trustee to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. Under the Lease, Lessee is directed, so long as this Trust Indenture shall not have been fully discharged, to make all payments of Rent (other than Excluded Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excluded Payments) directly to, or as directed by, the Mortgagee at such address or addresses as the Mortgagee shall specify, for application as provided in this Trust Indenture. The Owner Trustee agrees that promptly upon receipt thereof, it will transfer to the Mortgagee any and all monies from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Mortgagee pursuant to this Trust Indenture, except that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Mortgagee under this Trust Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Mortgagee may reasonably deem necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants and agrees that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its right, title or interest hereby assigned, to anyone other than the Mortgagee, and that it will not, except as otherwise provided in this Trust Indenture and except with respect to Excluded Payments to which it is entitled, (i) accept any payment from Lessee [or any Permitted Sublessee] under any Indenture Agreement, (ii) enter into any agreement amending or supplementing any Indenture Agreement, (iii) execute any waiver or modification of, or consent under, the terms of, or exercise any rights, powers or privileges under, any Indenture Agreement, (iv) settle or compromise any claim arising under any Indenture Agreement or (v) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any Indenture Agreement to arbitration thereunder. The Owner Trustee agrees to accept does hereby agree that it will not without the trust and duties herein set forth, as followswritten consent of the Mortgagee:

TO HAVE AND TO HOLD. all the Indenture Estate Assigned Properties unto the Indenture TrusteeAssignee, its and Xxxxxxxx's successors, and assigns forever, and Assignor does hereby bind Assignor, and Assignor's successors and assigns FOREVERassigns, to warrant and forever defend all and singular the Assigned Properties unto Assignee, and Assignee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Assignor, but not otherwise; subject, however, to the Permitted Encumbrances. Assignee hereby assumes all of the obligations of Assignor arising under the Contracts, Licenses and Permits and Warranties and Guaranties from and after the Closing Date (but not those required to be performed prior thereto). Assignee hereby agrees to indemnify and hold harmless Assignor from and against any and all loss, liability, cost, claim, damage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by reason of the failure of Assignee to perform its obligations arising under the Assigned Properties from and after the Closing Date and/or Assignee's failure to perform its obligations under this Assignment. Assignor hereby agrees to indemnify and hold harmless Assignee from and against any and all loss, liability, cost, claim, damage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by reason of the failure of Assignor to perform its obligations arising under the Assigned Properties prior to Closing Date and/or Assignor's failure to perform its obligations under this Assignment. Assignor will cooperate with Assignee to secure performance by any warrantor or guarantor for any work Assignee believes should be performed pursuant to any of the Warranties and Guaranties. The Lien foregoing indemnification shall survive for a period of two (2) years and security interest created hereby is created for one (1) day after the ratable benefit date hereof and security shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, ASSIGNEE TAKES THE ASSIGNED PROPERTIES "AS IS", "WHERE IS" AND WITH "ALL FAULTS". EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE AGREEMENT, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY AND/ OR THE ASSIGNED PROPERTIES. All of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenturecovenants, and for the uses and purposes and subject to the terms and conditions set forth in herein shall be binding upon and shall inure to the Indenturebenefit of the parties hereto and their respective successors and assigns. PROVIDEDThis Assignment may only be modified, HOWEVERaltered, that if the principal ofamended, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured terminated by the Indenture written agreement of Assignor and Assignee. If any term, covenant or condition of this Assignment shall have been paid pursuant be held to Section 3.1 be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the Original Indenture or otherwise and state in which the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions Property is located without regard to principles of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security conflicts of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:law.

TO HAVE AND TO HOLD. the Trust Estate hereby granted, conveyed, assigned, and transferred, or so intended, together with all estate, right, title and interest of Trustor and anyone claiming by, through or under Trustor, in, to, under or derived from the Indenture Trust Estate and all rights and appurtenances relating thereto, unto the Indenture TrusteeLender, its successors and assigns FOREVERforever, upon the terms, provisions and conditions set forth in this Deed of Trust, subject only to the Permitted Exceptions. The Lien and security interest created hereby This Deed of Trust is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject being made pursuant to the terms and conditions set forth in of the Indenture. PROVIDEDLoan Agreement, HOWEVERof even date herewith, that if the principal ofbetween Trustor and LF3 CHARLOTTE TRS, PremiumLLC, if any, on and interest on the Series A Notesa Delaware limited liability company (“TRS Borrower”, and all other amounts payable under or secured by collectively, along with Trustor, the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants“Borrower”), agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and deliveredas Borrowers, and that all propertyLender, rights and privileges subject as Lender (as it may be amended, restated, supplemented, extended or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes renewed from time to time, the “Loan Agreement”). Capitalized terms used in this Deed of Trust and not otherwise defined in this Deed of Trust have the Indenture Trustee agrees meanings given to accept those terms in the trust Loan Agreement. ​ IMPORTANT NOTICE TO LIEN CLAIMANTS: ​ Any lien attaching to the Trust Estate after the date hereof (each, a “Junior Lien”) shall be subject and duties subordinate to all of the Secured Obligations, including: (a) any debt now or hereafter owed Lender or any affiliate of Lender by Trustor or any other Credit Party, including advances (whether or not obligatory) made subsequent to the recording of this Deed of Trust; and (b) any modification to this Deed of Trust, any other Loan Document, or the Secured Obligations after the date of recording of this Deed of Trust, including, without limitation, increases in the amount of the Secured Obligations, increases in interest rates with respect to any Secured Obligation, and changes to the maturity date of any secured modification, notwithstanding that such modification may occur after the date such Junior Lien attaches or may adversely affect or prejudice the rights of any Junior Lien claimant. Nothing herein set forthshall be deemed an approval or consent by Lender to, as follows:or waiver of Xxxxxx’s right to object to, any such Junior Lien. ​

TO HAVE AND TO HOLD. all and singular the Indenture Estate aforesaid property unto the Indenture TrusteeMortgagee, and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenturepermitted assigns, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders Secured Parties, without any preference, distinction or priority of any one Secured Party over any other Secured Party by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (11) inclusive above, subject to the terms and provisions set forth in this Security Agreement (including, without limitation, Sections 6.01 and 9.05). It is expressly agreed that anything herein contained to the contrary notwithstanding, each Mortgagor shall remain liable under the Granting Clause Documents to which it is a party, to perform all of the Outstanding Notes obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee and the Secured Parties shall have no obligation or liability under the Granting Clause Documents, other than to abide by the terms of such Granting Clause Documents (including in respect of any Lessee’s rights of quiet enjoyment) by reason of or arising out of the assignment hereunder, nor shall the Mortgagee or the Secured Parties be required or obligated in any manner to perform or fulfill any obligations of any Mortgagor under or pursuant to the Granting Clause Documents, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. Each Mortgagor, as security for the obligations secured by the Mortgaged Property, does hereby constitute the Mortgagee, exercisable upon the occurrence and during the continuance of an Event of Default, the true and lawful attorney of such Mortgagor, irrevocably during the continuance of an Event of Default, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of such Mortgagor or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments, any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease) due and to become due under or arising out of the Operative Documents, and all other property which now or hereafter constitutes part of the Mortgaged Property, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in connection therewith. Without limiting the generality of the foregoing, but subject to the rights of the Mortgagors under Sections 4.03 and 4.04(a), during the continuance of any Event of Default under this Security Agreement, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase any Airframe and any Engines and upon such purchase to execute and deliver in the name of and on behalf of the Mortgagor an appropriate bxxx of sale and other instruments of transfer relating to such Airframe and Engines, to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of any Mortgagor or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; provided, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of any Mortgagor to any person beyond those obligations and liabilities specifically set forth in this Security Agreement and in the other Operative Documents. The Mortgagee shall direct any Lessee, so long as this Security Agreement shall not have been fully discharged, to make all payments of Rent (other than Excluded Payments), Return Compensation Payments and all other amounts which are required to be paid to or deposited with a Mortgagor pursuant to any Lease (other than Excluded Payments, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease) directly to, or as directed by, the Mortgagee at such address or addresses as the Mortgagee shall specify, for application as provided in Article III of this Security Agreement. Notwithstanding such direction, if any of the above amounts that are required to be transferred to the Mortgagee are transferred to such Mortgagor, such Mortgagor agrees that promptly upon receipt thereof, it will transfer to the Mortgagee any and all monies from time to time received by it constituting part of the Mortgaged Property, for distribution by the Mortgagee pursuant to this Security Agreement. Each Mortgagor agrees that at any time and from time to time, upon the written request of the Mortgagee, such Mortgagor shall promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Mortgagee may reasonably deem necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. Each Mortgagor hereby represents and warrants that it has not assigned or pledged, and hereby covenants and agrees that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, and the Indenture Trustee agrees lien hereof shall not have been released pursuant to accept Section 9.01 hereof, any of its right, title or interest hereby assigned to the trust Mortgaged Property, to anyone other than the Mortgagee, and duties herein set forththat it will not, except as followsotherwise provided in this Security Agreement (including, but not limited to, Sections 4.03 and 6.01), except with the written consent of the Mortgagee (such consent not to be unreasonably withheld or delayed), and except with respect to Excluded Payments to which it is entitled:

TO HAVE AND TO HOLD. the same unto Assignee forever. Assignor hereby constitutes and appoints Assignee the true and lawful attorney of Assignor, with the full power of substitution, in the name of Assignee or in the name of Assignor, but by and on behalf of and for the sole benefit of Assignee, to demand and receive from time to time any and all of the Indenture Estate unto above described Acquired Assets, and from time to time to institute and prosecute, in the Indenture Trusteename of Assignor or otherwise on behalf of Assignor, any and all proceedings at law, in equity or otherwise which Assignee may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the above described Acquired Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Assignee may deem advisable. Without limitation of any of the foregoing, Assignor hereby authorizes any authorized representative of Assignee to endorse or assign any instrument, contract or chattel paper relating to the above described Acquired Assets. Assignor agrees that the foregoing appointment made and the powers hereby granted are coupled with an interest and shall be irrevocable by Assignee. All of the terms and provisions of this General Assignment will be binding upon Assignor and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject will enure to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVERbenefit of Assignee; provided, that if the principal ofnothing in this General Assignment, Premiumexpress or implied, if anyis intended or shall be construed to confer upon or give to any person, on and interest on the Series A Notesfirm, and all partnership, corporation or other amounts payable entity other than Assignee any rights or remedies under or secured by the Indenture shall have been paid pursuant to Section 3.1 reason of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notesthis General Assignment. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:* * * * *

TO HAVE AND TO HOLD. all and singular the Indenture Estate aforesaid property unto the Indenture TrusteeMortgagee, and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided assigns, in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and trust for the equal and proportionate benefit and security of the Noteholders Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the Outstanding Notes obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, [Trust Indenture and Mortgage (NXXXUA)] or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Indenture Trustee agrees Mortgagee may reasonably deem necessary to accept perfect, preserve or protect the trust mortgage, security interests and duties assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein set forth, granted. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

TO HAVE AND TO HOLD. all the Indenture Estate same unto the Indenture TrusteeAssignee, its successors and assigns FOREVER. The Lien assigns, from and security interest created hereby is created for after the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and date hereof subject to the terms terms, covenants, conditions and conditions set forth provisions contained in the Indenturesaid leases. PROVIDEDThis assignment is made without warranty or representation, HOWEVERexpress or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that if the principal ofcertain Purchase and Sale Agreement dated as of dated as of April __, Premium2011 between AA Olympic, if anyLLC, on and interest on the Series A Notesas Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all other amounts payable under or secured by Deposits received from Assignor in accordance with the Indenture shall have been paid terms of the said leases and/or tenancies pursuant to Section 3.1 of which the Original Indenture or otherwise same were initially deposited. Assignor represents and warrants to Assignee that the Lessor shall have performed and complied with all Deposits listed on Schedule A are the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned only security deposits required to be held by Assignor with respect to the Series A Notes shall terminate Assigned Leases. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to the Series A Notesany such Deposits. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, Assignor does hereby covenants and agrees with the Indenture Trustee for itself and for its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the equal date hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and proportionate benefit and security of not included in the Noteholders of the Outstanding Notes from time to timeDeposits. This agreement may be executed in counterparts, and the Indenture Trustee agrees to accept the trust and duties herein set forthwhich counterparts, as follows:when taken together, shall constitute a single agreement.

TO HAVE AND TO HOLD. all the Indenture Estate foregoing Mortgaged Property and the rights hereby granted for its use and benefit unto the Indenture Trustee, Lender and its successors and assigns FOREVERin fee simple forever. In order to secure the repayment of the Loan evidenced and represented by the Note, together with interest on the Loan, as well as the payment of all other sums of money secured hereby, as hereinafter provided; and to secure the observance, performance and discharge by Borrower of all covenants, conditions and agreements set forth in the Note, this Mortgage and in the other Loan Documents; and in order to charge the properties, interests and rights hereinafter described with such payment, observance, performance and discharge; and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid by Lender and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby grants Lender a security interest in all Fixtures, Goods (including, without limitation, Consumer Goods, Inventory, Equipment and Farm Products), Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments, General Intangibles (including, without limitation, Payment Intangibles and Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof, including, without limitation, any and all licenses, permits, franchises, trademarks, trade names, service marks or logos, plans, specifications, maps, construction contracts, instruments, insurance policies, fittings and fixtures of every kind, which is, are or shall hereafter be located upon, attached, affixed to or used or useful, either directly or indirectly, in connection with the complete and comfortable use, occupancy and operation of the Real Property, Improvements or Appurtenances as a shopping center project (the “Existing Use”), or any other business, enterprise or operation as may hereafter be conducted upon or with said Real Property, Improvements or Appurtenances, including, without limitation, any and all licenses, permits or franchises, used or required in connection with such use, occupancy or operation as well as the proceeds thereof or therefrom regardless of form, all security deposits and advance rentals under lease agreements now or at any time hereafter covering or affecting any of the Property and held by or for the benefit of Borrower, all monetary deposits which Borrower has been required to give to any public or private utility with respect to utility services furnished to the Real Property or Improvements, all rents, issues and profits from leases of all or any part of the Real Property or Improvements, all proceeds (including premium refunds) of each policy of insurance relating to the Real Property or Improvements, all proceeds from the taking of the Real Property or Improvements or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof, all amounts deposited in escrow for the payment of ad valorem taxes, assessments, charges, ground rentals and/or premiums for policies of insurance with respect to the Real Property or Improvements, all proceeds and other amounts paid or owing to Borrower under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Real Property or Improvements, all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Real Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to Borrower by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Real Property or any part thereof (collectively, the “Fixtures and Personal Property”) which term expressly excludes any toxic waste or substance deemed hazardous under federal, regional, state or local laws, codes, ordinances, statutes, rules, regulations, decisions or orders). The Lien Mortgaged Property and security interest created hereby is created for the ratable benefit Fixtures and security of Personal Property are herein together referred to as the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except “Property”. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the IndentureProperty and the grant of the foregoing security interest which are defined in the Uniform Commercial Code of the State (the “UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Borrower hereby covenants and warrants with and to Lender that Borrower is indefeasibly seized of the Property and has good right, full power, and for lawful authority to convey and encumber all of the uses and purposes and subject same as aforesaid; that Borrower hereby fully warrants the title to the terms Property and conditions will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Borrower further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 2004 (which are not yet due and payable) and those exceptions accepted by Lender as set forth in the Indenturetitle insurance commitment or proforma policy issued to Lender precedent to the issuance of a Lender’s Policy of Title Insurance insuring the first lien priority of this Mortgage (the “Permitted Exceptions”). PROVIDEDIf Borrower shall pay to Lender the Loan evidenced by the Note, HOWEVERand if Borrower shall duly, that if promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the principal ofterms, Premiumcovenants, if anyconditions and agreements of the Note, on and interest on the Series A Notes, this Mortgage and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise Loan Documents, then this Mortgage and the Lessor shall have performed estates and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights interests hereby and thereby granted and assigned with respect to the Series A Notes created shall cease, terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to and be issued null and deliveredvoid, and that all propertyshall be discharged of record at the expense of Borrower. Borrower, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal benefit of Lender and proportionate benefit its successors and security of the Noteholders of the Outstanding Notes from time to timeassigns, does hereby expressly covenant and the Indenture Trustee agrees to accept the trust and duties herein set forth, agree as follows:

TO HAVE AND TO HOLD. all the Indenture Estate foregoing Mortgaged Property and the rights hereby granted for its use and benefit unto the Indenture Trustee, Lender and its successors and assigns FOREVERin fee simple forever. In order to secure the repayment of the Loan evidenced and represented by the Note, together with interest on the Loan, as well as the payment of all other sums of money secured hereby, as hereinafter provided; and to secure the observance, performance and discharge by Borrower of all covenants, conditions and agreements set forth in the Note, this Mortgage and in the other Loan Documents; and in order to charge the properties, interests and rights hereinafter described with such payment, observance, performance and discharge; and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid by Lender and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby grants Lender a security interest in all Fixtures, Goods (including, without limitation, Consumer Goods, Inventory, Equipment and Farm Products), Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments, General Intangibles (including, without limitation, Payment Intangibles and Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof, including, without limitation, any and all licenses, permits, franchises, trademarks, trade names, service marks or logos, plans, specifications, maps, construction contracts, instruments, insurance policies, fittings and fixtures of every kind, which is, are or shall hereafter be located upon, attached, affixed to or used or useful, either directly or indirectly, in connection with the complete and comfortable use, occupancy and operation of the Real Property, Improvements or Appurtenances as a retail center project (the “Existing Use”), or any other business, enterprise or operation as may hereafter be conducted upon or with said Real Property, Improvements or Appurtenances, including, without limitation, any and all licenses, permits or franchises, used or required in connection with such use, occupancy or operation as well as the proceeds thereof or therefrom regardless of form, all security deposits and advance rentals under lease agreements now or at any time hereafter covering or affecting any of the Property and held by or for the benefit of Borrower, all monetary deposits which Borrower has been required to give to any public or private utility with respect to utility services furnished to the Real Property or Improvements, all rents, issues and profits from leases of all or any part of the Real Property or Improvements, all proceeds (including premium refunds) of each policy of insurance relating to the Real Property or Improvements, all proceeds from the taking of the Real Property or Improvements or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof, all amounts deposited in escrow for the payment of ad valorem taxes, assessments, charges, ground rentals and/or premiums for policies of insurance with respect to the Real Property or Improvements, all proceeds and other amounts paid or owing to Borrower under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Real Property or Improvements, all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Real Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to Borrower by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Real Property or any part thereof (collectively, the “Fixtures and Personal Property”) which term expressly excludes any toxic waste or substance deemed hazardous under federal, regional, state or local laws, codes, ordinances, statutes, rules, regulations, decisions or orders). The Lien Mortgaged Property and security interest created hereby is created for the ratable benefit Fixtures and security of Personal Property are herein together referred to as the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except “Property”. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the IndentureProperty and the grant of the foregoing security interest which are defined in the Uniform Commercial Code of the State (the “UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Borrower hereby covenants and warrants with and to Lender that Borrower is indefeasibly seized of the Property and has good right, full power, and for lawful authority to convey and encumber all of the uses and purposes and same as aforesaid; that subject to the terms Permitted Exceptions (as hereinafter defined) Borrower hereby fully warrants the title to the Property and conditions will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Xxxxxxxx further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 2004 (which are not yet due and payable) and those exceptions accepted by Xxxxxx as set forth in the Indenturetitle insurance commitment or proforma policy issued to Lender precedent to the issuance of a Lender’s Policy of Title Insurance insuring the first lien priority of this Mortgage (the “Permitted Exceptions”). PROVIDEDIf Borrower shall pay to Lender the Loan evidenced by the Note, HOWEVERand if Borrower shall duly, that if promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the principal ofterms, Premiumcovenants, if anyconditions and agreements of the Note, on and interest on the Series A Notes, this Mortgage and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise Loan Documents, then this Mortgage and the Lessor shall have performed estates and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights interests hereby and thereby granted and assigned with respect to the Series A Notes created shall cease, terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to and be issued null and deliveredvoid, and that all propertyshall be discharged of record at the expense of Borrower. Xxxxxxxx, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal benefit of Xxxxxx and proportionate benefit its successors and security of the Noteholders of the Outstanding Notes from time to timeassigns, does hereby expressly covenant and the Indenture Trustee agrees to accept the trust and duties herein set forth, agree as follows:

TO HAVE AND TO HOLD. all and singular the Indenture Estate Mortgaged Property, unto the Indenture TrusteeMortgagee, its successors and assigns FOREVERforever. The Lien AND the Mortgagor covenants with the Mortgagee that the Mortgagor is indefeasibly seized of fee simple title to said Land and security interest created has good and lawful authority to mortgage said Land; that the Mortgagor hereby fully warrants the title to said Land and will defend the same against the lawful claims of all persons whomsoever; and that said Land is created for free and clear of all encumbrances except those exceptions set forth on Exhibit “B” attached hereto and incorporated by reference. PROVIDED, ALWAYS, that if the ratable benefit Mortgagor shall pay unto the Mortgagee the said Obligations (including any future advances); AND if the Mortgagor shall duly, promptly and security fully perform, discharge, execute, effect, complete and comply with and abide by each and every of the Noteholders stipulations, agreements, conditions and covenants therein and in this Mortgage, then this Mortgage and all assignments contained herein shall cease and be null and void; otherwise to remain in full force and effect. THIS MORTGAGE secures (a) the obligations of Borrowers to Mortgagee under the Outstanding Notes from time to time without Note; (b) any priority of any one Note and all advances or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject expenditures made by Mortgagee pursuant to the terms of this Mortgage; (c) attorneys’ fees, court costs, and conditions other amounts which may be due under the Note or this Mortgage; (d) any and all other indebtedness of Mortgagor to Mortgagee, now existing or hereafter arising, of whatever class or nature, whether or not now contemplated by the parties, including future advances pursuant to S.C. Code Xxx. § 29-3-50 (as set forth more fully below); and (e) any and all extensions, renewals, and modifications of any of the foregoing (all of (a) through (e) being hereinafter referred to the as “Obligations”). Extensions, renewals, and modifications of the debt secured hereby, and future advances, may bear interest at a rate or rates higher than the rate borne by the Note. THIS MORTGAGE shall secure not only existing indebtedness but all future advances (in accordance with S.C. Code Xxx. § 29-3-50, as amended), readvances, and additional indebtedness hereafter arising or incurred of Mortgagor to Mortgagee, and any notes evidencing the same, whether such advances or indebtedness is obligatory or to be made at the option of the Mortgagee, or otherwise, to the same extent as if such future advance or indebtedness was made on the date of the execution of this Mortgage, but the indebtedness secured by this Mortgage shall not exceed at any one time the maximum principal amount of SIX MILLION NINE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($6,950,000.00), plus interest thereon, reasonable attorneys’ fees and court costs, and plus advancements for taxes, insurance premiums, and repairs made by Mortgagee. ALL indebtedness incurred after the date hereof by Mortgagor in favor of Mortgagee shall be deemed to be a future advance and entitled to the protection of this provision. Such future indebtedness may bear interest at a rate or rates greater than the rate set forth in the IndentureNote. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest Interest on the Series A NotesNote will be deferred, and all other amounts payable under accrued, or secured by capitalized, but Mortgagee shall not be required to defer, accrue, or capitalize any interest except as provided in the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A NotesNote. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and AS FURTHER SECURITY for the equal Obligations, Mortgagor hereby grants to Mortgagee, its successors and proportionate benefit and assigns, a continuing security of interest in the Noteholders of following (the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:“Additional Property”):

TO HAVE AND TO HOLD. the Trust Estate hereby granted, conveyed, assigned, and transferred, or so intended, together with all estate, right, title and interest of Trustor and anyone claiming by, through or under Trustor, in, to, under or derived from the Indenture Trust Estate and all rights and appurtenances relating thereto, unto the Indenture TrusteeLender, its successors and assigns FOREVERforever, upon the terms, provisions and conditions set forth in this Deed of Trust, subject only to the Permitted Exceptions. The Lien and security interest created hereby This Deed of Trust is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject being made pursuant to the terms and conditions set forth in of the Indenture. PROVIDEDLoan Agreement, HOWEVERof even date herewith, that if the principal ofbetween Trustor and LF3 PINEVILLE 2 TRS, PremiumLLC, if any, on and interest on the Series A Notesa Delaware limited liability company (“TRS Borrower”, and all other amounts payable under or secured by collectively, along with Trustor, the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants“Borrower”), agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and deliveredas Borrowers, and that all propertyLender, rights and privileges subject as Lender (as it may be amended, restated, supplemented, extended or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes renewed from time to time, the “Loan Agreement”). Capitalized terms used in this Deed of Trust and not otherwise defined in this Deed of Trust have the Indenture Trustee agrees meanings given to accept those terms in the trust Loan Agreement. ​ IMPORTANT NOTICE TO LIEN CLAIMANTS: ​ Any lien attaching to the Trust Estate after the date hereof (each, a “Junior Lien”) shall be subject and duties subordinate to all of the Secured Obligations, including: (a) any debt now or hereafter owed Lender or any affiliate of Lender by Trustor or any other Credit Party, including advances (whether or not obligatory) made subsequent to the recording of this Deed of Trust; and (b) any modification to this Deed of Trust, any other Loan Document, or the Secured Obligations after the date of recording of this Deed of Trust, including, without limitation, increases in the amount of the Secured Obligations, increases in interest rates with respect to any Secured Obligation, and changes to the maturity date of any secured modification, notwithstanding that such modification may occur after the date such Junior Lien attaches or may adversely affect or prejudice the rights of any Junior Lien claimant. Nothing herein set forthshall be deemed an approval or consent by Lender to, as follows:or waiver of Xxxxxx’s right to object to, any such Junior Lien. ​

TO HAVE AND TO HOLD. all the Indenture Estate same unto the Indenture TrusteeAssignee, its successors and assigns FOREVER. The Lien assigns, from and security interest created hereby is created for alter the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and date hereof subject to the terms terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of April __,2011 between AA Olympic, LLC, as Seller, and American Realty Capital IK, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions set forth of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the IndentureLeases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. PROVIDEDAssignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, HOWEVERsuccessors and assigns agree to indemnify and save harmless Assignor and its legal representatives, that if the principal ofsuccessors and assigns, Premium, if any, on from and interest on the Series A Notes, against any and all other amounts payable claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under or secured by the Indenture shall have been paid pursuant to Section 3.1 any of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the Series A Notes shall terminate date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to Leases shall be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees treated in accordance with the Indenture Trustee for itself and for the equal and proportionate benefit and security requirements of Article 11 of the Noteholders of the Outstanding Notes from time to timePurchase Agreement, and the Indenture Trustee agrees to accept the trust and duties which is incorporated herein set forth, as follows:by this reference.

TO HAVE AND TO HOLD. all the Indenture Estate unto same perpetually to the Indenture TrusteeCity of Austin, its successors and assigns FOREVERassigns, together with the right and privilege at any and all times to enter all or part of the Easement Tract to construct, operate, maintain, replace, upgrade and repair the drainage channel and related facilities and to make connections with the drainage channel and facility, however, that Grantor reserves the right to enter upon and use the Easement Tract, but in no event shall Grantors (i) use the Easement Tract in any manner which interferes in any material way or is inconsistent with the rights granted hereunder, or (ii) erect or permit to be erected a building or irrigation systems on any portion of the Easement Tract. Grantee shall be obligated to restore the surface of the Easement Tract at Grantee's sole cost and expense, including the restoration of any sidewalks, driveways, fencing, or similar surface improvements located upon or adjacent to the Easement Tract which may have been removed, relocated, altered, damaged, or destroyed as a result of the Grantee's use of the easement granted hereunder provided to a like or better condition as they existed upon the execution of this Easement, however, that Grantee shall not be obligated to restore or replace irrigation systems or other additional improvements (other than replacement or repair of existing improvements) installed subsequent to the granting of this Easement. The Lien and security interest created hereby easement granted herein is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject to all presently recorded easements, rights-of-way, restrictive covenants and other documents of record applicable to the terms Easement Tract. GRANTORS do hereby bind themselves, their heirs, successors, assigns and conditions set forth in legal representatives to warrant and forever defend all and singular the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, drainage easement and all other amounts payable under or secured by related rights unto the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise said Grantee, its successors and the Lessor shall have performed and complied with all the covenantsassigns, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject against every persons whomsoever lawfully claiming or to become subject to claim the Indenturesame or any part thereof, are to be held subject to the further covenantsby, conditionsthrough or under Grantors, uses and trusts herein and therein set forthbut not otherwise. Executed , and the Lessor2020. GRANTORS: Austin Independent School District By: Xxxxxxxx X. Xxxxxxxxx, intending to be legally bound herebyXx., hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security President, Board of the Noteholders Trustees ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF XXXXXX § This instrument was acknowledged before me this day of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:2020 by Xxxxxxxx

TO HAVE AND TO HOLD. all the Indenture Estate Assets unto the Indenture TrusteeGrantee, its successors and assigns FOREVER. The Lien forever; and security interest created Grantor does hereby is created for itself and its successors and assigns, covenant and agree to and with Grantee, its successors and assigns, to warrant and forever defend the ratable benefit conveyance and security assignment of the Noteholders of Assets hereby made to Grantee, its successors and assigns, against any and every Person whomsoever lawfully claiming or to claim the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in same. Grantee hereby accepts the IndentureAssets conveyed hereby, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with Grantor to assume and agree to pay, discharge and perform when due all of Grantor's obligations arising or accruing from and after the Indenture Trustee for itself and for Closing Date pursuant to the equal and proportionate benefit and security Contracts in accordance with the performance of their ordinary terms. Except as specifically set forth in Section 3 of the Noteholders Agreement (i) GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE ASSETS CONVEYED BY GRANTOR HEREUNDER, (ii) ALL WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) IN REGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR DESIGN ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE ARE EXPRESSLY EXCLUDED, AND (iii) GRANTOR ACKNOWLEDGES AND AGREES THAT THE ASSETS ARE BEING TRANSFERRED TO GRANTOR IN THEIR "AS IS, WHERE IS" CONDITION WITH ALL OF THEIR FAULTS. GRANTOR HEREBY ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY OTHER STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF GRANTOR. This Bill xx Sale may be executed in any number of counterparts, which together shall constitute one instrument; provided that this Bill xx Sale shall not be effective unless and until executed by all parties hereto. As used herein, all defined terms shall have the Outstanding Notes from time meaning attributed to timethem in the Agreement, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:unless otherwise specifically defined herein.

TO HAVE AND TO HOLD. all and singular the Indenture Estate aforesaid property unto the Indenture TrusteeMortgagee, and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided assigns, in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and trust for the equal and proportionate benefit and security of the Noteholders Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the Outstanding Notes obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the [Trust Indenture and Mortgage (NXXXUA)] Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Indenture Trustee agrees Mortgagee may reasonably deem necessary to accept perfect, preserve or protect the trust mortgage, security interests and duties assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein set forth, granted. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

TO HAVE AND TO HOLD. all of said properties and all and singular the Indenture Estate lands, properties, estates, rights, franchises and privileges hereby mortgaged, conveyed, pledged or assigned, or intended so to be, by the Indenture, and this Fifteenth Supplemental Indenture, together with all appurtenances thereunto appertaining, unto the Indenture Trustee, Trustee and its successors and assigns FOREVERforever; Subject, however, to permitted encumbrances and liens (as defined in the Indenture) and to the exceptions set forth in the granting and pledging clauses of the Indenture, and, as to any property hereafter acquired by the Company, to any liens thereon existing, and to any liens for unpaid portions of the purchase price placed thereon at the time of such acquisition, but only to the extent that such liens are permitted by the Indenture. The Lien IN TRUST, NEVERTHELESS, upon the terms and security interest created hereby is created trusts in the Indenture and in this Fifteenth Supplemental Indenture set forth, for the ratable benefit equal and proportionate use, benefit, security and protection of the Noteholders of the Outstanding Notes those who from time to time shall hold the bonds and coupons authenticated and delivered under the Indenture and as supplemented by this Fifteenth Supplemental Indenture and as may hereafter be further amended and supplemented, and duly issued by the Company, without any discrimination, preference or priority of any one Note bond or series of Notes coupon over any other by reason of priority in time of issue, sale or negotiation thereof or otherwise, except as otherwise expressly provided in the Indenture, so that, subject to said provisions, each and all of said bonds and coupons shall have the same right, lien and privilege under the Indenture and any indenture supplemental thereto and shall be equally secured thereby (except as any sinking, amortization, improvement, renewal or other fund, established in accordance with the provisions of the Indenture or any indenture supplemental thereto, may afford additional security for the bonds of any particular series), and in trust for enforcing the payment of the principal of the bonds and of the interest thereon according to the tenor, purport and effect of the bonds and coupons and of the Indenture and for enforcing the uses terms, provisions, covenants and purposes and subject to the terms and conditions set forth stipulations in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by in this Fifteenth Supplemental Indenture and in the Indenture shall have been paid pursuant to bonds set forth. UPON CONDITION that, until the happening of an Event of Default (as defined in Section 3.1 1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions Article X of the Indenture), then the Indenture Company shall be suffered and permitted to possess, use and enjoy said properties, except as limited in respect of money, securities and other personal property pledged or deposited with or required to be pledged or deposited with the rights hereby Trustee, and thereby granted to receive and assigned with respect to use the Series A Notes shall terminate with respect to the Series A Notesrents, issues, income, revenues, earnings and profits therefrom. IT IS HEREBY COVENANTED COVENANTED, DECLARED AND AGREED that all by and between the Series A Notes are to be issued Company and deliveredthe Trustee, and that all property, rights and privileges subject its successor or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forthsuccessors in trust, as follows:

TO HAVE AND TO HOLD. the Property, together with all and singular the rights, privileges, easements, servitudes, rights-of-way and appurtenances belonging or appurtenant to the Property, and the rents, issues and profits thereof, and all the Indenture Estate unto estate, right, title, interest, property, claim and demand whatsoever of Grantor, in law, equity or otherwise, and all improvements on the Indenture TrusteeProperty, to Grantee, and Grantee’s successors and assigns forever, subject to the Permitted Encumbrances. Grantor does hereby bind itself, and its successors and assigns FOREVER. The Lien assigns, to warrant and security interest created hereby is created for forever defend all and singular the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the IndentureProperty, and for the uses and purposes and subject to the terms of this Special [or Limited] Warranty Deed, unto Grantee and conditions unto Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the Property or any part thereof by, through or under Grantor, but not otherwise, subject to the Permitted Encumbrances. EXCEPT FOR THE SPECIAL [OR LIMITED] WARRANTY OF TITLE CONTAINED HEREIN, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, IMPROVEMENTS) CONVEYED HEREBY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE OR THE ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, IMPROVEMENTS) CONVEYED HEREBY. GRANTEE AGREES THAT THE PROPERTY (INCLUDING, WITHOUT LIMITATION, IMPROVEMENTS) CONVEYED HEREBY IS CONVEYED BY GRANTOR AND ACCEPTED BY GRANTEE IN AN “AS-IS, WHERE-IS” CONDITION. [PENNSYLVANIA NOTICES TO BE PROVIDED AS REQUIRED: NOTICE—THIS DOCUMENT DOES NOT SELL, CONVEY, TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. [This notice is set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premiummanner provided in 52 P.S. §1551 and is not intended as notice of unrecorded instruments, if any.] Notice THE UNDERSIGNED, on and interest on the Series AS EVIDENCED BY THE SIGNATURE TO THIS NOTICE AND THE ACCEPTANCE AND RECORDING OF THIS DEED, IS FULLY COGNIZANT OF THE FACT THAT THE UNDERSIGNED MAY NOT BE OBTAINING THE RIGHT OF PROTECTION AGAINST SUBSIDENCE AS TO THE PROPERTY HEREIN CONVEYED RESULTING FROM COAL MINING OPERATIONS AND THAT THE PURCHASED PROPERTY, HEREIN CONVEYED, MAY BE PROTECTED FROM DAMAGE DUE TO MINE SUBSIDENCE BY A NotesPRIVATE CONTRACT WITH THE OWNERS OF THE ECONOMIC INTEREST IN THE COAL. [This notice is provided to comply with 52 P.S. §1406.14.] _________________________, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:a _____________________________ By: Name: Title: [INSERT APPROPRIATE ACKNOWLEDGEMENT FORM]]

TO HAVE AND TO HOLD. all the Indenture Estate same unto the Indenture TrusteeAssignee, its successors and assigns FOREVER. The Lien assigns, from and security interest created hereby is created for after the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and date hereof subject to the terms terms, covenants, conditions and provisions contained in the Lease. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of February ____, 2012 between 1100-1114 Kings Highway LLC, 2067-2073 Coney Island Avenue LLC and 0000-0000 Xxxxx Xxxxxx Xxxxxx LLC, as Seller, and American Realty Capital III, LLC, as Purchaser (the "Purchase Agreement"). The Assignee hereby assumes the performance of all of the terms, covenants and conditions set forth of the Lease herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the IndentureLease from and after the date hereof, all with the full force and effect as if Assignee had signed the Lease originally as the landlord named therein. PROVIDEDAssignor shall remain liable and responsible for any unperformed obligations under the Lease which arose prior to the date of this Agreement. This Agreement may be executed in counterparts, HOWEVERwhich counterparts, that if when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the principal of, Premium, if any, on and interest on Lease shall be treated in accordance with the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 requirements of Article 11 of the Original Indenture or otherwise Purchase Agreement, which is incorporated herein by this reference. Any facsimile transmittal of original signature versions of this Agreement shall be considered to have the same legal effect as execution and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions delivery of the Indenture, then original document and shall be treated in all manner and respects as the Indenture and the rights hereby and thereby granted and assigned original document. The parties also agree to promptly exchange counterparts with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:original signatures.

TO HAVE AND TO HOLD. all the Indenture Estate Premises hereby mortgaged and conveyed or so intended, unto the Indenture TrusteeLender, its successors and assigns FOREVER. The Lien assigns, forever, free from all rights and security interest created hereby is created for the ratable benefit benefits under and security by virtue of the Noteholders Homestead Exemption Laws or similar laws of the Outstanding Notes from time to time without any priority of any one Note State or series of Notes over any other except as otherwise jurisdiction in which the Premises are located (which rights and benefits are hereby expressly provided in the Indenturereleased and waived), and for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and subject warrants to Lender and with the terms purchaser at any foreclosure sale that at the execution and conditions delivery hereof, Mortgagor owns the Premises and has good, indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and any claim of any other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender’s Title Insurance Policy NCS-195868 dated May 11, 2005, as updated by a date down endorsement dated as of November 20, 2006 and by a date down endorsement dated as of the Indenturedate hereof, naming Lender as the proposed insured thereunder, including all endorsements thereto, approved by Lender (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when (a) Mortgagor has paid all of the principal of, Premium, if any, on and interest on the Series A NotesIndebtedness, and has strictly performed and observed all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenantsterms, conditions, uses provisions, and trusts herein warranties contained in this Mortgage and therein set forthin all of the other Loan Documents, and (b) CTAIII has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in the Other Loan Documents, and the Lessorestate, intending to be legally bound herebyright, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to timetitle, and interest of Lender in and to the Indenture Trustee agrees to accept Premises shall cease and shall be released at the trust cost of Mortgagor, but otherwise shall remain in full force and duties herein set forth, as follows:effect.

TO HAVE AND TO HOLD. all the Indenture Estate above leases and rights and interests pertaining thereto unto the Indenture TrusteeAssignee, its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indentureassigns, and for Assignor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all propertysaid leases, rights and privileges subject interests unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or attempting to become subject to claim the Indenturesame, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby or any part thereof. Assignee covenants and agrees to discharge any and all obligations of the lessor under the leases herein assigned arising on or after the effective date hereof and hereby agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under such leases. Assignor covenants and agrees to discharge any and all obligations of the lessor under the leases herein assigned arising prior to the effective date hereof and hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period prior to the date hereof and arising out of the Assignor’s obligations under such leases. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation, including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. EXECUTED the _____ day of __________, 2012. ASSIGNOR: By: Name: Title: ASSIGNEE: XXXXXXX-XXXXXXXXXX PROPERTIES, LTD., a Texas limited partnership By: A-D Management, Inc., a Texas corporation, its General Partner By: Xxxxxxxx Xxxxxxx, Xx., President THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on _________________, 2012, by _______________________. Notary Public, State of Texas My Commission Expires: (Printed or Typed Name of Notary) THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on _________________, 2012, by _______________________. Notary Public, State of Texas My Commission Expires: (Printed or Typed Name of Notary) EXHIBIT "D" BLANKET CONVEYANCE, XXXX OF SALE AND ASSIGNMENT THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF DALLAS § Concurrently with the Indenture Trustee execution and delivery hereof, _____________________________ a _____________________________ ("Assignor"), is conveying to XXXXXXX-XXXXXXXXXX PROPERTIES, LTD., a Texas limited partnership ("Assignee"), by Special Warranty Deed that certain tract of land, together with the improvements located thereon (the "Property"), lying and being situated in Dallas County, Texas, being more particularly described on Exhibit "A" attached hereto and made a part hereof for itself all purposes. It is the desire of Assignor to hereby assign, transfer and for convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, assignable warranties and guaranties, and other items of personal property, affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the equal and proportionate benefit and security use, enjoyment, occupancy or operation of the Noteholders Property (all of such properties and assets being collectively called the Outstanding Notes from time to time"Assigned Properties"). Notwithstanding the foregoing, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:“Assigned Properties” shall not include any property of tenants.

TO HAVE AND TO HOLD. all and singular the Indenture Estate aforesaid property unto the Indenture TrusteeMortgagee, and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided assigns, in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and trust for the equal and proportionate benefit and security of the Noteholders Loan Participants, the Note Holders, and the Mortgage Indemnitees, except as provided in (S) 2.14 and Article III, without any preference, distinction, or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, or date of maturity thereof, or otherwise for any reason whatsoever, and for the uses and purposes and (in all cases and as to all property specified in the foregoing clauses (1) through (9)) subject to the terms and provisions in this Mortgage. Anything herein to the contrary notwithstanding, Owner Trustee shall remain liable under the Mortgage Agreements to perform all the obligations that it assumes thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and Mortgagee, the Loan Participants, the Note Holders, and the Mortgage Indemnitees shall have no obligation or liability under the Mortgage Agreements because of the Outstanding Notes assignment hereunder, nor shall Mortgagee, the Loan Participants, the Note Holders, the Certificate Holders, or the Mortgage Indemnitees be required or obligated in any manner to perform or fulfill any obligations of Owner Trustee under or pursuant to the Mortgage Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. Owner Trustee hereby constitutes Mortgagee the true and lawful attorney of Owner Trustee, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of Owner Trustee or otherwise) to ask for, require, demand, receive, compound, and give acquittance for any and all money and claims for money (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments) due and to become due under or arising out of the Mortgage Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith, and to file any claims or to take any action or to institute any proceedings which Mortgagee deems necessary or advisable in connection with this Mortgage. Without limiting the generality of the foregoing, but subject to the rights of Owner Trustee and Owner Participant under (S) 2.13, (S) 4.03, and (S) 4.04(a), during the continuance of any Mortgage Event of Default, Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines, and upon such purchase to execute and deliver in the name of and on behalf of Owner Trustee an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of Owner Trustee or otherwise, which Mortgagee deems necessary or appropriate to protect and preserve the right, title, and interest of Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; provided, that no action of Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of Owner Trustee to any Person beyond those obligations and liabilities specifically set forth in the Operative Agreements. Under the Lease, Lessee is directed (so long as this Mortgage has not been fully discharged) to make all payments of Rent (other than Excluded Payments) and all other amounts which are required to be paid to or deposited with Owner Trustee pursuant to the Lease (other than Excluded Payments) directly to, or as directed by, Mortgagee at such address or addresses as Mortgagee shall specify, for application as provided in this Mortgage. Owner Trustee agrees that, promptly upon receipt thereof, it will transfer to Mortgagee any and all money that Owner Trustee from time to timetime receives if it constitutes part of the Collateral, for distribution by Mortgagee pursuant to this Mortgage, except that Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by Mortgagee under this Mortgage. Upon Mortgagee's written request, Owner Trustee will promptly and duly execute and deliver (or cause to be duly executed and delivered) any and all such further instruments and documents as Mortgagee reasonably deems necessary or desirable to perfect, preserve, or protect the mortgage, security interests, and assignments created or intended to be created hereby, or to obtain for Mortgagee the Indenture full benefits of the assignment hereunder and of the rights and powers herein granted. Owner Trustee warrants and represents that it has not assigned or pledged, and agrees that, so long as the assignment hereunder remains in effect and the Lien hereof has not been released pursuant to (S) 10.01, it will not assign or pledge, any of its right, title, or interest hereby assigned, to anyone other than Mortgagee, and that it will not, except as otherwise provided in this Mortgage and except with respect to Excluded Payments to which it is entitled, (1) accept any payment from Lessee or any Permitted Sublessee under any Mortgage Agreement, (2) enter into any agreement amending or supplementing any Mortgage Agreement, (3) execute any waiver or modification of, or consent under, the trust and duties herein set forthterms of, as followsor exercise any rights, powers, or privileges under, any Mortgage Agreement, (4) settle or compromise any claim arising under any Mortgage Agreement, or (5) submit or consent to the submission of any dispute, difference, or other matter arising under or in respect of any Mortgage Agreement to arbitration thereunder. Owner Trustee shall not, without Mortgagee's prior written consent:

TO HAVE AND TO HOLD. all the Indenture Estate Premises hereby mortgaged and conveyed or so intended, unto the Indenture TrusteeLender, its successors and assigns FOREVER. The Lien assigns, forever, free from all rights and security interest created hereby is created for the ratable benefit benefits under and security by virtue of the Noteholders Homestead Exemption Laws or similar laws of the Outstanding Notes from time to time without any priority of any one Note State or series of Notes over any other except as otherwise jurisdiction in which the Premises are located (which rights and benefits are hereby expressly provided in the Indenturereleased and waived), and for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and subject warrants to Lender and with the terms purchaser at any foreclosure sale that at the execution and conditions delivery hereof, Mortgagor owns the Premises and has good, indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and any claim of any other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender’s Title Insurance Policy NCS-195868 dated May 11, 2005, as updated by a date down endorsement dated as of November 20, 2006 and by a date down endorsement dated as of the Indenturedate hereof, naming Lender as the proposed insured thereunder, including all endorsements thereto, approved by Lender (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when (a) Mortgagor has paid all of the principal of, Premium, if any, on and interest on the Series A NotesIndebtedness, and has strictly performed and observed all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenantsterms, conditions, uses provisions, and trusts herein warranties contained in this Mortgage and therein set forthin all of the other Loan Documents, and (b) CTLLC has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in the Other Loan Documents, and the Lessorestate, intending to be legally bound herebyright, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to timetitle, and interest of Lender in and to the Indenture Trustee agrees to accept Premises shall cease and shall be released at the trust cost of Mortgagor, but otherwise shall remain in full force and duties herein set forth, as follows:effect.

TO HAVE AND TO HOLD. all the Indenture Estate unto same with all privileges and appurtenances hereby conveyed and assigned or agreed or intended so to be, to the Indenture Trustee, Mortgagee and its successors and to them and their assigns FOREVER. The Lien forever; THIS MORTGAGE secures the payment, performance and security interest created hereby is created for the ratable benefit and security observance of the Noteholders Obligations and shall continue in full force and effect until the Obligations shall be paid and satisfied in full or otherwise provided for in accordance with their respective terms. THIS IS A BUILDING LOAN MORTGAGE, the proceeds of the Outstanding Notes from time which are advanced and to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject be advanced pursuant to the terms of a Building Loan Agreement dated as of even date herewith by and conditions set forth in among the IndentureDebtor, the Issuer and the Mortgagee. PROVIDEDNotwithstanding anything contained herein to the contrary, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or maximum amount of Obligations secured by this Mortgage at execution or which under any contingency may become secured hereby at any time hereafter is the Indenture shall have been paid pursuant Secured Principal Amount plus interest thereon, plus all amounts expended by the Mortgagee after default by the Debtor which constitute payment of (i) taxes, charges or assessments which may be imposed by law upon the Mortgaged Property; (ii) premiums on insurance policies covering the Mortgaged Property; (iii) expenses incurred in protecting or upholding the lien of this Mortgage, including, but not limited to Section 3.1 the expenses of the Original Indenture any litigation to prosecute or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and defend the rights hereby and thereby granted and assigned with respect lien created by this Mortgage; (iv) expenses incurred in protecting the collateral encumbered by this Mortgage; or (v) any amount, cost or charge to which the Series A Notes shall terminate with respect to the Series A NotesMortgagee becomes subrogated upon payment, whether under recognized principles of law or equity, or under express statutory authority. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and deliveredDEBTOR represents, and that all propertywarrants, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein Mortgagee as set forth, as followsforth below:

TO HAVE AND TO HOLD. all the Indenture Estate Assigned Properties unto the Indenture TrusteeAssignee, its successors, and assigns, forever, and Assignor does hereby bind itself, its successors and assigns FOREVERassigns, to WARRANT and FOREVER DEFEND, all and singular, title to the Assigned Properties unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof. The Lien Assignor hereby constitutes and security interest created hereby is created appoints Assignee as Assignor’s true and lawful attorney, with full power of substitution, for it and in its name, place, and stead, or otherwise, but on behalf of and for the ratable benefit of Assignee, to demand and security of the Noteholders of the Outstanding Notes receive from time to time without any priority and all of the Assigned Properties hereby sold, assigned, and conveyed, or intended so to be, and to get receipts and releases for and in respect of the same or any one Note or series of Notes over any other except as otherwise expressly provided part thereof, and from time to time to institute and prosecute in the Indenturename of Assignor or otherwise, but at the expense and for the uses benefit of Assignee, any and purposes all proceedings at law, in equity, or otherwise, that Assignee may deem proper in order to collect, assert, or enforce any claim, right, or title, of any kind, in and subject to the terms Assigned Properties, and conditions set forth to defend and compromise any and all actions, suits, or proceedings in respect of any of the Indenture. PROVIDEDAssigned Properties, HOWEVERand generally to do all and any such acts and things in relation thereto as Assignee shall deem advisable; provided, however, that if Assignee shall indemnify and by its acceptance hereof agrees to hold Assignor harmless from any loss, cost, expense (including reasonable attorney’s fees), claim, demand, or liability arising out of the principal ofexercise by Assignee of the powers hereby granted to Assignee by Assignor. Assignor fully covenants and warrants to Assignee, Premiumits successors and assigns, if anythat Assignor is well seized of the Assigned Properties, on has good and marketable title thereto and has the right to convey the same; that the same is free and clear of all liens, charges and encumbrances, other than any which may be created or imposed thereon by Assignee; and that it will warrant and defend the title thereto unto Assignee, its successors and assigns, against the lawful claims of all persons whomsoever who may claim any interest on the Series A Notestherein by, and all other amounts payable through or under Assignor, except those claiming by, through or secured by the Indenture under Assignee. Capitalized terms, unless otherwise defined herein, shall have been paid pursuant to Section 3.1 the same meaning as defined in that certain Purchase and Sale Agreement between the Parties dated October 20, 2010. EXECUTED this 19th day of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenantsNovember, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:2010.

TO HAVE AND TO HOLD. all the Indenture Estate Transferred Assets and the Assumed Obligations unto the Indenture TrusteeAssignee, its successors and assigns assigns, FOREVER. The Lien Assignor hereby constitutes and security interest created hereby is created appoints the Assignee and its successors and assigns as its true and lawful attorneys-in-fact in connection with the transactions contemplated by this instrument, with full power of substitution, in the name and stead of the Assignor but on behalf of and for the ratable benefit and security of the Noteholders Assignee and its successors and assigns, to demand and receive any and all of the Outstanding Notes assets, properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided to institute and prosecute, in the Indenturename of the Assignor or otherwise, for the benefit of the Assignee or its successors and assigns, proceedings at law, in equity, or otherwise, which the Assignee or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any portion of the Transferred Assets and to do all acts and things in relation to the assets which the Assignee or its successors or assigns reasonably deem desirable. Further, Assignor does hereby convey, assign, transfer, sell and deliver unto TFCC and its successors and assigns, forever, all of the Assignor's right, title and interest in, to and under the Escrow Agreement made and entered into as of October 26, 2006 by and among Industry Ventures Acquisition Fund II (Aperture), L.P. ("IVAF"), a Delaware limited partnership, and Industry Ventures Fund IV, L.P. ("IVF") a Delaware limited partnership (IVAF and IVF are collectively referred to herein as "Purchasers"), Comerica Bank, a Michigan banking corporation (the "Escrow Holder"), Technology Funding Partners III Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation (the "Trust III"), Technology Funding Venture Partners IV Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation ("Trust IV") and Technology Funding Venture Partners V Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation ("Trust V") in exchange for TFCC agreeing to perform certain tasks and make all payments to third parties in regard to the preparation of the 2006 Partnership tax return and 2006 Trust tax return and any examination therefore, preparation of all beneficiary communications and financial statements which Assignor is currently obligated to file, and payment for six years of records retention at not less than $10,000 per year as well as Assignor's obligations for indemnification or otherwise related to the current SEC examination initiated by the deficiency letter issued May 17, 2006. The Assignor hereby constitutes and appoints TFCC and its successors and assigns as its true and lawful attorneys-in-fact in connection with the transactions contemplated in the paragraph immediately preceding, with full power of substitution, in the name and stead of the Assignor but on behalf of and for the uses benefit of TFCC and purposes its successors and subject assigns, to the terms demand and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, receive any and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenantsassets, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all propertyproperties, rights and privileges subject or to become subject to the Indenturebusiness hereby conveyed, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forthassigned, and the Lessortransferred or intended so to be, intending and to be legally bound hereby, hereby covenants give receipt and agrees with the Indenture Trustee releases for itself and for the equal and proportionate benefit and security in respect of the Noteholders of the Outstanding Notes same and any part thereof, and from time to timetime to institute and prosecute, in the name of the Assignor or otherwise, for the benefit of TFCC or its successors and assigns, proceedings at law, in equity, or otherwise, which TFCC or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any portion of the Transferred Escrow Account and to do all acts and things in relation to the assets which TFCC or its successors or assigns reasonably deem desirable. The instrument shall be binding upon and shall inure to the benefit of the respective successors and assigns of the Assignor and the Indenture Trustee agrees Assignee. This instrument shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to accept the trust and duties herein set forth, as follows:conflict of law.

TO HAVE AND TO HOLD. all the Indenture Estate Assigned Properties unto the Indenture TrusteeAssignee, its successors, and assigns, forever, and Assignor does hereby bind itself, its successors and assigns FOREVERassigns, to WARRANT and FOREVER DEFEND, all and singular, title to the Assigned Properties unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof. The Lien Assignor hereby constitutes and security interest created hereby is created appoints Assignee as Assignor’s true and lawful attorney, with full power of substitution, for it and in its name, place, and stead, or otherwise, but on behalf of and for the ratable benefit of Assignee, to demand and security of the Noteholders of the Outstanding Notes receive from time to time without any priority and all of the Assigned Properties hereby sold, assigned, and conveyed, or intended so to be, and to get receipts and releases for and in respect of the same or any one Note or series of Notes over any other except as otherwise expressly provided part thereof, and from time to time to institute and prosecute in the Indenturename of Assignor or otherwise, but at the expense and for the uses benefit of Assignee, any and purposes all proceedings at law, in equity, or otherwise, that Assignee may deem proper in order to collect, assert, or enforce any claim, right, or title, of any kind, in and subject to the terms Assigned Properties, and conditions set forth to defend and compromise any and all actions, suits, or proceedings in respect of any of the Indenture. PROVIDEDAssigned Properties, HOWEVERand generally to do all and any such acts and things in relation thereto as Assignee shall deem advisable; provided, however, that if Assignee shall indemnify and by its acceptance hereof agrees to hold Assignor harmless from any loss, cost, expense (including reasonable attorney’s fees), claim, demand, or liability arising out of the principal ofexercise by Assignee of the powers hereby granted to Assignee by Assignor. Assignor fully covenants and warrants to Assignee, Premiumits successors and assigns, if anythat Assignor is well seized of the Assigned Properties, on has good and marketable title thereto and has the right to convey the same; that the same is free and clear of all liens, charges and encumbrances, other than any which may be created or imposed thereon by Assignee; and that it will warrant and defend the title thereto unto Assignee, its successors and assigns, against the lawful claims of all persons whomsoever who may claim any interest on the Series A Notestherein by, and all other amounts payable through or under Assignor, except those claiming by, through or secured by the Indenture under Assignee. Capitalized terms, unless otherwise defined herein, shall have been paid pursuant to Section 3.1 the same meaning as defined in that certain Purchase and Sale Agreement between the Parties dated October 20, 2010. EXECUTED this 19th day of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenantsNovember, agreements2010. ASSIGNOR: ASSIGNEE: WILDCAT MOUNTAIN SKI AREA, terms and provisions of the IndentureINC., then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivereda New Hampshire corporation WC ACQUISITION CORP., and that all propertya New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, rights and privileges subject or to become subject to the IndenturePresident By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, are to be held subject to the further covenantsVP MEADOW GREEN-WILDCAT SKILIFT CORP., conditionsa New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, uses and trusts herein and therein set forthPresident MEADOW GREEN — WILDCAT CORP., and the Lessora New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:President

TO HAVE AND TO HOLD. all of each Grantor’s right, title and interest in and to all of the Indenture Estate oil, gas and other minerals in and under and that may be produced from the Premises, together with all of the rights, privileges and appurtenances thereto in any way belonging, with the right of ingress and egress and possession at all times for the purpose of mining, drilling, exploring, operating and developing the Premises for oil, gas and other minerals and the maintenance of facilities and means necessary or convenient for producing, storing, treating, transporting and marketing such oil, gas and other minerals, unto the Indenture TrusteeGrantee, its successors and assigns FOREVERforever. The Lien Each Grantor hereby agrees to warrant and security interest created hereby is created for defend title to the ratable benefit Premises unto Grantee, its successors and security of assigns, against every Person whomsoever lawfully claiming or to claim the Noteholders of same or any part thereof by, through or under such Grantor, but not otherwise; subject, however, to the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the IndenturePermitted Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OF THE PURCHASE AGREEMENT OR SECTION 10.2 OF THE PURCHASE AGREEMENT, IN THIS MINERAL DEED, IN THE ASSIGNMENT OR IN THE CERTIFICATES OF EACH GRANTOR DELIVERED AT CLOSING PURSUANT TO SECTION 9.3(f) OF THE PURCHASE AGREEMENT, THIS DEED IS MADE WITHOUT EXPRESS OR IMPLIED WARRANTY OF TITLE OF ANY KIND. This Oil, Gas, and for the uses Mineral Deed (this “Deed”) is made in accordance with and purposes and is subject to the terms terms, covenants and conditions set forth contained in that certain Purchase and Sale Agreement, dated as of September 30, 2013, by and between Grantors and Grantee (the “Purchase Agreement”). Any capitalized terms used but not defined in the IndentureDeed shall have the meaning ascribed to such terms in the Purchase Agreement. PROVIDEDThis Deed is made subject to any and all easements, HOWEVERrestrictions, that if the principal ofcovenants, Premiumconditions, reservations and mineral or royalty conveyances of record, if any, on applicable to the Premises or any part thereof. This Deed is made subject to any valid and interest subsisting oil, gas or other mineral lease or leases on the Series A NotesPremises; but, for the same consideration hereinabove mentioned, Grantors have sold, transferred, assigned and conveyed, and by these presents do sell, transfer, assign and convey unto Grantee and its successors and assigns all of each Grantor’s interest in all the rights, rentals, royalties and other amounts payable benefits accruing or to accrue under said leases, if any. This Deed shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of the State of West Virginia without regard to its conflict of laws principles. Grantors and Grantee agree that any claims arising out of or secured by relating to this Deed, including the Indenture meaning of its provisions, its breach or invalidity of its terms, shall have been paid be settled pursuant to the provisions of Section 3.1 15.10 of the Original Indenture or otherwise Purchase Agreement. This Oil, Gas, and Mineral Deed is made as of , 2013, and is effective as of 7:00 a.m. Eastern Time on September 1, 2013. GRANTORS: AMERICAN SHALE DEVELOPMENT, INC. By: Name: Title: ACKNOWLEDGEMENTS STATE OF COUNTY OF On this, the Lessor shall have performed day of , 2013, before me a Notary Public, the undersigned officer, , personally appeared and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are acknowledged himself to be issued and deliveredthe of American Shale Development, Inc., a Delaware corporation, and that all propertyhe as such officer and being authorized to do so, rights executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as . Notary Public SEAL My commission expires: Signature Page to Oil, Gas, and privileges subject or to become subject to Mineral Deed REPUBLIC ENERGY VENTURES, LLC By: Republic Energy Operating, LLC Its Manager By: Name: Title: ACKNOWLEDGEMENTS STATE OF COUNTY OF On this, the Indentureday of , are 2013, before me a Notary Public, the undersigned officer, , personally appeared and acknowledged himself to be held subject to the further covenantsof Republic Energy Operating, conditionsLLC, uses and trusts herein and therein set forththe Manager of Republic Energy Ventures, LLC, a Delaware limited liability company, and that he as such officer and being authorized to do so, executed the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and foregoing instrument for the equal and proportionate benefit and security purposes therein contained by signing the name of the Noteholders company by himself as . Notary Public SEAL My commission expires: Signature Page to Oil, Gas, and Mineral Deed GRANTEE: ANTERO RESOURCES CORPORATION By: Name: Title: Signature Page to Oil, Gas, and Mineral Deed Exhibit A Premises (See attached.) EXHIBIT C 9/27/2013 (Form of Joint Use Agreement) ATTACHED JOINT USE AGREEMENT This Joint Use Agreement (this “Agreement”) is entered into effective as of the Outstanding Notes from time to time[•] day of December, 2013 (the “Closing Date”), by and among (i) Prima Oil Company, Inc., a Delaware corporation (“Prima”), Republic Energy Ventures, LLC, a Delaware limited liability company (“Republic”), and Sancho Oil & Gas Corporation, a West Virginia corporation (“Sancho” and, collectively with Prima and Republic, the Indenture Trustee agrees “Seller Parties” and, each, a “Seller Party”), and (ii) Antero Resources Corporation, a Delaware corporation (“Buyer”). Seller Parties and Buyer are each referred to accept herein as a “Party” and collectively as the trust and duties herein set forth, as follows:“Parties”. All capitalized terms used but not defined in this Agreement shall have the meaning given to such terms in the Purchase Agreement (defined below).

TO HAVE AND TO HOLD. all and singular the Indenture Estate aforesaid property unto the Indenture TrusteeMortgagee, and its successors and assigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided assigns, in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and trust for the equal and proportionate benefit and security of the Noteholders Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the Outstanding Notes obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and [Trust Indenture and Mortgage (NXXXUA)] claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Indenture Trustee agrees Mortgagee may reasonably deem necessary to accept perfect, preserve or protect the trust mortgage, security interests and duties assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein set forth, granted. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

TO HAVE AND TO HOLD. all and singular the Indenture Estate property, rights, privileges and franchises hereby conveyed, transferred or pledged or intended so to be unto the Indenture Trustee, Trustee and its successors in the trust heretofore and hereby created, and its and their assigns FOREVERforever. The Lien and security interest created hereby is created IN TRUST NEVERTHELESS, for the ratable equal pro rata benefit and security of each and every entity who may be or become the Noteholders holders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, bonds and for the uses and purposes and subject to the terms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or coupons secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or by any indenture supplemental thereto, or both, without preference, priority or distinction as to lien or otherwise of any bond or coupon over or from any other bond or coupon, so that each and the Lessor every of said bonds and coupons issued or to be issued, of whatsoever series, shall have performed the same right, lien and complied with all privilege under the covenants, agreements, terms and provisions of the Indenture, then the Original Indenture and the rights all indentures supplemental thereto and shall be equally secured hereby and thereby granted thereby, with the same effect as if said bonds and assigned with respect coupons had all been made, issued and negotiated simultaneously on the date thereof; subject, however, to the Series A Notes shall terminate provisions with respect reference to extended, transferred or pledged coupons and claims for interest contained in the Series A NotesOriginal Indenture and subject to any sinking or improvement fund or maintenance deposit provisions, or both, for the benefit of any particular series of bonds. IT IS HEREBY COVENANTED COVENANTED, DECLARED AND AGREED AGREED, by and between the parties hereto, that all the Series A Notes such bonds and coupons are to be issued authenticated, delivered and deliveredissued, and that all property, rights and privileges property subject or to become subject to the Indenture, are hereto is to be held subject to the further covenants, conditions, uses and trusts herein and therein hereinafter set forth, and the LessorCompany, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successor or successors in said trust, for the equal benefit of those who shall hold said bonds and proportionate benefit and security coupons, or any of the Noteholders of the Outstanding Notes from time to timethem, and the issued under this Indenture Trustee agrees to accept the trust and duties herein set forthor any indenture supplemental hereto, or both, as follows:

TO HAVE AND TO HOLD. all and singular the Indenture Estate Assigned Properties unto the Indenture TrusteeAssignee, its and Assignee’s successors, and assigns forever, and Assignor does hereby bind Assignor, and Assignor’s successors and assigns FOREVERassigns, to warrant and forever defend all and singular the Assigned Properties unto Assignee, and Assignee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Assignor, but not otherwise; subject, however, to the Permitted Encumbrances. Assignee hereby assumes all of the obligations of Assignor arising under the Contracts, Licenses and Permits and Warranties and Guaranties required to be performed from and after the Closing Date, the Villa Tuscany Closing Date or the Deerwood Village Closing Date, as applicable (but not those required to be performed prior thereto). Assignee hereby agrees to indemnify and hold harmless Assignor from and against any and all loss, liability, cost, claim, damage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by reason of the failure of Assignee to perform its obligations arising under the Assigned Properties from and after the Closing Date, the Villa Tuscany Closing Date or the Deerwood Village Closing Date, as applicable, and/or Assignee’s failure to perform its obligations under this Assignment. Assignor hereby agrees to indemnify and hold harmless Assignee from and against any and all loss, liability, cost, claim, damage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by reason of the failure of Assignor to perform its obligations arising under the Assigned Properties prior to Closing Date, the Villa Tuscany Closing Date or the Deerwood Village Closing Date, as applicable, and/or Assignor’s failure to perform its obligations under this Assignment. Assignor will cooperate with Assignee to secure performance by any warrantor or guarantor for any work Assignee believes should be performed pursuant to any of the Warranties and Guaranties. The Lien foregoing indemnification shall survive for a period of twelve months after the date hereof and security interest created hereby is created for the ratable benefit and security shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, ASSIGNEE TAKES THE ASSIGNED PROPERTIES “AS IS”, “WHERE IS” AND WITH “ALL FAULTS”. EXCEPT AS OTHERWISE SET FORTH HEREIN AND IN THE AGREEMENT, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY AND/ OR THE ASSIGNED PROPERTIES, AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. Exhibit 10.23 (Continued) ASSIGNOR EXPRESSLY DISCLAIMS AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE ASSIGNED PROPERTIES, EXCEPT AS OTHERWISE SET FORTH HEREIN AND IN THE AGREEMENT, INCLUDING WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE ASSIGNED PROPERTIES, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE ASSIGNED PROPERTIES AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSIGNED PROPERTIES. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSIGNED PROPERTIES FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. All of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenturecovenants, and for the uses and purposes and subject to the terms and conditions set forth in herein shall be binding upon and shall inure to the Indenturebenefit of the parties hereto and their respective successors and assigns. PROVIDEDThis Assignment may only be modified, HOWEVERaltered, that if the principal ofamended, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured terminated by the Indenture written agreement of Assignor and Assignee. If any term, covenant or condition of this Assignment shall have been paid pursuant be held to Section 3.1 be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the Original Indenture or otherwise and state in which the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions Property is located without regard to principles of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security conflicts of the Noteholders of the Outstanding Notes from time to time, and the Indenture Trustee agrees to accept the trust and duties herein set forth, as follows:law.