Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan Documents. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. (a) Mortgagor acknowledges and agrees that As additional collateral to secure the Indebtedness and all obligations of Automotive One under this Agreement, the other obligations hereunder (such Indebtedness documents executed in connection herewith and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges , as modified hereby, Automotive One (or such other party as may have an interest therein) shall grant to APS and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is AFCO a mortgage interest in the Mortgagor's contemplation that parcels of real property described on Exhibit B attached hereto (the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties "ADDITIONAL REAL PROPERTY") and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes take any and all rights it further actions and execute such other documents as may have, whether at law be appropriate or equity, necessary to require the Mortgagee to proceed to enforce or exercise any rights, powers vest in APS and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of AFCO such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceedingmortgage interest, including, without limitation, foreclosure through court action (in a state or federal court) or power the transfer of sale, may be brought and prosecuted in title to any such Additional Real Property ' if not held by Automotive One prior to the local or federal courts of any one or more states as to all or any part filing of the Premises Mortgage Deed Modification. Any filing fees, taxes and other costs (including, without limitation, attorney's fees) incurred by APS or AFCO associated with the collateral encumbered grant of such mortgage interest (i.e. a Closing Cost) shall be at the sole cost and expense of Automotive One and, if not immediately paid by Automotive One, shall be added to the indebtedness owed and shall be secured by the Loan Documentsmortgage deed and paid by no later than the Maturity Date. As set forth in Section 2.1 above, wherever locatedinterest will not accrue on any Closing Cost provided that the Closing Costs are paid by the Maturity Date. Additionally, without regard Robe▇▇ ▇. ▇▇▇▇▇▇, ▇▇I and Jani▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇s wife, shall further execute and deliver to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere APS and AFCO their continuing, absolute and unconditional guaranty for all obligations of Automotive One with respect to the same APS Note, all obligations of Automotive One with respect to the AFCO Note, and all amounts currently owed or any other part which may hereafter be owed under the Open Account Indebtedness, the form of which guaranty is attached hereto as Exhibit C (the Premises and the other collateral encumbered by the Loan Documents"GUARANTY"). (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. The Borrower shall use its best efforts to deliver or cause to be delivered to the Collateral Agent the following items on or before February 1, 2002, and in any event shall deliver or cause to be delivered to the Collateral Agent the following items on or before the later of (a) Mortgagor acknowledges February 23, 2002 or (b) the date that Borrower, the Administrative Agent and agrees that the Indebtedness Required Lenders have entered into an amendment to this Agreement amending the Consolidated Interest Coverage Ratio and all the Consolidated Leverage Ratio to levels which are mutually satisfactory, which amendment may contain such other obligations hereunder (such Indebtedness terms and other obligations collectively called the "Obligations") are secured conditions as may be required by the Premises Administrative Agent and various the Required Lenders: (i) a Subsidiary Guarantee and Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Collateral Agent pursuant to which Kenwood Silver Company, Inc. shall become a party to the Security Documents granting to the Collateral Agent a perfected first priority security interest in or pledge of all of its tangible and intangible assets (other collateral includingthan Deposit Accounts), without limitation(iii) Mortgages executed by Borrower and any Subsidiary owning Mortgaged Property granting the Collateral Agent a mortgage Lien on all Mortgaged Property, at (iv) fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to the time satisfaction of execution the Collateral Agent to evidence the form of this Mortgage certain personal property of Mortgagor described such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Loan Documents. The Mortgagor specifically acknowledges and agrees that Collateral Agent in an amount not less than the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. AccordinglyMortgages (except as the Collateral Agent may otherwise agree), Mortgagor acknowledges thatinsuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall not have approved in writing, (v) instrument surveys dated within 60 days of delivery of all Mortgaged Property prepared by land surveyors acceptable to the fullest extent permitted by applicable law, it is in Collateral Agent showing the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties courses and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment distances of all boundaries of the Obligations will remain liable for any deficiency judgments Mortgaged Property and the location of all improvements, fences, driveways, encroachments and easements affecting or appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (vi) a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying to the Collateral Agent the orderly liquidation value of Borrower's main plant and knife plant in addition Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Collateral Agent naming the Collateral Agent a loss payee or mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage. Provided Borrower, the Obligations Administrative Agent and the Required Lenders have entered into a mutually acceptable amendment amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, Borrower shall not deliver or cause to be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, delivered to the fullest extent permitted by applicable law, pursue all of its Collateral with Agent the Obligations remaining outstanding foregoing items as and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceedingwhen they become available, including, without limitation, foreclosure through court action (in a state or federal court) or power Mortgages on each parcel comprising the Mortgaged Property without the necessity of salewaiting until the title insurance policies, may be brought surveys and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere other required documents with respect to the same or any other part all Mortgaged Property shall become available. 3.26 Section 6.01(h) of the Premises and the other collateral encumbered by the Loan Documents. (d) To the fullest extent permitted by applicable law, Mortgagee may resort Credit Agreement is amended to any other security held by the Mortgagee for the payment of the Obligations in such order and manner read as the Mortgagee may elect.follows:

Additional Collateral. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to consent of the Agent and the Required Lenders (awhich consent may be withheld in its sole and absolute discretion) Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured satisfaction by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount Borrower of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise conditions set forth in this Mortgage§5.3, to add Potential Collateral to the calculation of Borrowing Base Availability. SpecificallyIn the event the Borrower desires to add additional Potential Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add Real Estate as a Borrowing Base Property to grant or deny approval for such proposed Potential Collateral. If a Lender shall fail to respond within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed Potential Collateral. Agent shall notify Borrower if and without limitation when the Required Lenders have granted such approval. For the avoidance of doubt, only Real Estate that satisfies the requirement to be a Tier 1 Property may be included as Borrowing Base Properties after the date of this Agreement. Notwithstanding the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations Potential Collateral shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is included in the further intent and understanding calculation of the parties that Borrowing Base Availability unless and until the Mortgageefollowing conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Required Lenders): (a) such Potential Collateral with the Obligations remaining outstanding shall be Eligible Real Estate and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain.shall not cause a Default under §7.20; (b) The Grantor acknowledges such Real Estate shall be owned (or leased under a Ground Lease) by a Wholly-Owned Subsidiary of the Borrower and agrees that leased pursuant to an Operating Lease to a TRS Lessee, and said Wholly-Owned Subsidiary, TRS Lessee and any other Persons required by §5.4 shall have executed a Joinder Agreement and satisfied the Premises and conditions of §5.4; (c) prior to or contemporaneously with such addition, the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, Borrower shall have submitted to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or equity, required to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, be provided to the fullest extent permitted by applicable lawAgent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Mortgagee Borrower, its Wholly-Owned Subsidiary, REIT, TRS Lessee and any other Wholly-Owned Subsidiary of Borrower or REIT owning an interest (or Equity Interest) therein, as applicable, which is the owner and/or lessee (whether under a Ground Lease or Operating Lease) of the Real Estate and, as applicable, the owner of an Equity Interest in such Persons, as applicable, shall have executed and delivered to the Agent all Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be allowed in form and substance reasonably satisfactory to enforce payment and performance the Agent; (e) after giving effect to the inclusion of such Eligible Real Estate, each of the Obligations representations and to exercise all rights and powers provided under warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this MortgageAgreement, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one document or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice instrument delivered pursuant to or in any way limit or preclude enforcement connections with this Agreement shall be true in all material respects both as of the date of which it was made and shall also be true as of the time of the addition of such documents through one or more additional proceedingsBorrowing Base Property with the same effect as if made at and as of that time, in that state or in any other state, county or country. (c) To except to the fullest extent of changes resulting from transactions permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan DocumentsDocuments (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), wherever located, without regard and no Default of Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Agent and the Required Lenders as required above shall have consented to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to inclusion of such Real Estate in the same or any other part calculation of Borrowing Base Availability, which consent may be granted in the Premises Agent’s sole and the other collateral encumbered by the Loan Documentsabsolute discretion. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. (a) Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured If any Additional Collateral shall be required or is contemplated to be delivered by the Premises and various other collateral including, without limitation, at the time of execution Borrowers pursuant to any provision of this Mortgage certain personal property Agreement, then Borrowers shall either (i) if the form of Mortgagor described such Additional Collateral shall be cash, pay to Agent for deposit in the Loan Documents. The Mortgagor specifically acknowledges and agrees that Additional Collateral Account, (ii) if the Premisesform of such Additional Collateral shall be a Collateral Letter of Credit, in and deliver to Agent such Collateral Letter of itselfCredit, or (iii) if foreclosed or realized upon would not the form of such Additional Collateral shall be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given acceptable to Agent, deliver to Agent such other collateral in form and content acceptable to Agent with such other documents as Agent shall require in order to grant Agent a first priority perfected security for interest therein, if applicable, in each case, in such amounts or the Obligations except liquidation value being, as otherwise set forth in this Mortgage. Specificallyrequired or contemplated pursuant to Sections 4.04(a), 5.23(b) and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain5.24(b) hereof. (b) The Grantor acknowledges Agent shall deposit all sums delivered to Agent for deposit in the Additional Collateral Account into an account or subaccount of Agent or, at Agent’s election, a bank or other financial institution approved by Agent (the “Additional Collateral Account”). Each Borrower hereby grants to Agent for itself and agrees that on behalf of Lenders a security interest in all rights of such Borrower in and to the Premises Additional Collateral Account and all sums on deposit therein as additional security for the other collateral which may from time to time Obligations. All sums deposited in the Additional Collateral Account shall be encumbered released and applied in accordance with the terms of this Agreement. If held by Agent, the other Loan Documents credit balance in the Additional Collateral Account may be located commingled with the general funds of Agent and shall bear interest at a rate per annum which is substantially similar to interest rates offered by Agent to similarly situated Borrowers for comparable deposits held in more than one statesimilar accounts. If not held by Agent, county any such Borrower shall cause the bank or country financial institution at which the Additional Collateral Account is held to execute and therefore Mortgagor, deliver to Agent an Account Agreement with respect to the fullest Additional Collateral Account, Borrowers shall pay all fees and costs with respect thereto and no Borrower shall close such account without obtaining the prior consent of Agent. To the extent permitted by applicable law, waives that any sums on deposit in the Additional Collateral Account are held in a time deposit account and relinquishes are withdrawn from the Additional Collateral Account prior to the maturity of any and all rights it may havetime deposit, whether at law the direction of a Borrower or equity, to require by Agent in connection with the Mortgagee to proceed to enforce or exercise any rights, powers by Agent of Agent’s rights and remedies it may have under the Loan Documents in any particular mannerhereunder, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee neither Agent nor Lenders shall be allowed to enforce payment and performance of liable for any interest forfeited or otherwise foregone by Borrowers as the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement result of such documents through one or more additional proceedingswithdrawal. Any income from such investments will be deposited to, in that state or in any other stateand become a portion of, county or countrythe Additional Collateral Account. Agent shall have sole dominion and control over the Additional Collateral Account. (c) To In addition to all other rights and remedies available to Agent and Lenders, upon the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought occurrence and prosecuted in during the local or federal courts continuance of any one or more states as Event of Default, Agent shall have the right without notice to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same Borrower or any other part Person to apply the Additional Collateral and make drawings under any Collateral Letter of Credit for the payment of any and all Obligations that are due and payable, with such amounts to be applied as set forth in Section 2.16 hereof and otherwise in accordance with this Agreement. Agent may also draw on any such Collateral Letter of Credit in the event that the issuer thereof notifies Agent that such Collateral Letter of Credit shall be not renewed, or shall be revoked or otherwise terminated, in which event the proceeds thereof shall be retained, held and applied by Agent as Additional Collateral in accordance with this Section 2.20. If (x) any Collateral Letter of Credit expires or is revoked, unrenewed or otherwise not in full force and Agent shall not have fully drawn the amount of such Collateral Letter of Credit prior to the date that it is no longer in effect, (y) the issuer thereof declares its inability to pay its debts on time, is the subject of any bankruptcy, insolvency, reorganization, receivership, dissolution or similar proceedings, is prohibited by law or court order from doing business in the State of New York or the state of its organization/incorporation or from otherwise performing its obligations under such Collateral Letter of Credit or other financial obligations, or has its credit rating downgraded below its rating as of the Premises date such Collateral Letter of Credit is issued by S&P, M▇▇▇▇’▇, Fitch or another financial services rating agency (or below a rating of “BBB+” (or the equivalent) by S&P, M▇▇▇▇’▇ or Fitch in the event the issuer is KeyBank) or (z) the issuer thereof fails to pay upon or otherwise refuses or is unable to honor Agent’s draft within the time period set forth in such Collateral Letter of Credit, Borrowers shall, within five (5) Business Days after notice from Agent, deliver to Agent substitute Additional Collateral. If the outstanding principal amount of the Loans, together with all Interest and the other collateral encumbered sums due and payable in connection therewith and all other outstanding Obligations then due or required to be performed, shall have been indefeasibly repaid or performed, as applicable, by the Loan DocumentsCredit Parties in full, all of the Commitments have expired or been terminated and all Lender Interest Rate Protection Agreements have been terminated, then Agent shall return to Borrowers any Additional Collateral or Collateral Letter of Credit to the extent then in possession or control of Agent. (d) To If, as of any Testing Determination Date following the fullest extent permitted by applicable lawdate on which Borrowers shall have delivered any Additional Collateral pursuant to Sections 4.03(a), Mortgagee may resort 5.23 or 5.24 hereof, (i) the Debt Service Coverage Ratio calculated as of the calendar quarter ending on such Testing Determination Date shall be greater than 1.35:1.0, (ii) the Debt Service Coverage Ratio calculated as of the calendar quarter ending on the immediately preceding Testing Determination Date shall be greater than 1.35:1.0, (iii) the aggregate outstanding principal balance of the Loans is less than or equal to the Borrowing Base Loan Amount (without giving effect to the Additional Collateral Value) as of such Testing Determination Date and as of the immediately preceding Testing Determination Date, and (iv) no Default or Event of Default shall have occurred and be continuing, then, Agent shall upon request of Borrowers promptly (x) return any Collateral Letter of Credit, (y) disburse into the Operating Account all of the unapplied funds in the Additional Collateral Account or (z) return to Borrowers any other security held collateral, or the liquidated cash proceeds thereof, if applicable, delivered by Borrowers to Agent as Additional Collateral which shall not have been in the Mortgagee for the payment form of the Obligations cash or a Collateral Letter of Credit. (e) Other than as expressly set forth in such order and manner as the Mortgagee may electthis Section 2.20, Borrowers shall have no right to receive a return of any Additional Collateral.

Additional Collateral. The Company and each Guarantor shall grant to the Collateral Trustee a first priority security interest in all Collateral (a) Mortgagor acknowledges subject to Permitted Liens), whether owned on the date hereof or hereafter acquired, and agrees that shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Indebtedness and all other obligations hereunder Collateral Trustee (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time delivery of execution any applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of this Mortgage certain personal property flood insurance or legal opinion), subject to the terms of Mortgagor described the Intercreditor Agreement (if then in effect). In the Loan Documents. The Mortgagor specifically acknowledges and agrees event that the Premises, Company or any Guarantor acquires any interest in real property and of itself, if foreclosed or realized upon would such interest has not be sufficient otherwise been made subject to satisfy the outstanding amount Lien of the Obligations. AccordinglySecurity Documents in favor of Collateral Trustee, Mortgagor acknowledges thatfor the benefit of the Holders of Notes and the holders of other Shared Lien Obligations (if any), then the Company or such Guarantor, as applicable, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of flood insurance and certificates or, to the fullest extent permitted by applicable lawthat any Priority Lien Obligations are incurred, it is substantially similar to such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the Priority Lien Collateral Agent (or such other representative of the holders of Priority Lien Obligations) in connection with the incurrence of such Priority Lien Obligations or otherwise, to create in favor of the Collateral Trustee, for the benefit of the Holders of Notes and the holders of other Shared Lien Obligations (if any), a valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest (subject, in the Mortgagor's contemplation that the other collateral pledged case of priority only, to secure the Obligations may be pursued by the Mortgagee Permitted Liens) in separate proceedings such interest in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in real property. In addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations Company and each Guarantor shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, deliver to the fullest extent permitted Collateral Trustee such appraisals as are required by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts regulation of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere interest in real property with respect to which the same or any other part of the Premises and the other collateral encumbered by the Loan DocumentsCollateral Trustee has been granted a Lien. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. At any time after the Closing Date that any member of the Borrower Control Group shall acquire any direct or indirect Equity Interest in any Entity or any debt instrument thereof, Borrower shall cause to be granted to Lender a perfected, second priority Lien (a) Mortgagor acknowledges subject and agrees that subordinate only to a pledge and security interest in favor of Senior Lender in accordance with the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called provisions of the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Senior Loan Documents) in such Equity Interest or debt instrument within 5 Business Days following the acquisition thereof. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation In furtherance of the foregoing, it is agreed that it is at such times as Borrower makes loans to Atria and/or Kapson, such loans shall be evidenced by notes and other loan documents in form reasonably satisfactory to Lender, and Borrower will grant to Lender a perfected second priority lien and security interest (subject and subordinate only to a pledge and security interest in favor of Senior Lender in accordance with the intent provisions of the parties hereto that Senior Loan Documents) in the event of a foreclosure of this Mortgageloans to said entities, the Obligations notes evidencing such loans and any collateral granted to Borrower to secure such loans. Any such liens and security interests shall be created and evidenced by documentation in form and substance reasonably satisfactory to Lender, including any UCC or other searches and filings, and legal opinions, which Lender may request. The requirement to furnish such additional collateral shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is to constitute the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, consent by Lender (to the fullest extent permitted that such consent is otherwise required by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage Agreement or any Loan Document nor Document) to any such acquisition or to the enforcement in one state, county or country, whether by court action, power making of saleany loan, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts waiver of any one or more states as right to all or withhold such consent which Lender may otherwise have. All such additional collateral shall be provided at Borrower's expense. Notwithstanding the foregoing, Borrower shall not be required to pledge any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere Equity Interests with respect to Cliveden, the same or any other part Destination Entities and PSCO Acquisition Corp. SCHEDULE IV ----------- PLEDGE AGREEMENTS ----------------- Pledge and Security Agreement dated as of the Premises date hereof by and the other collateral encumbered by the Loan Documents. (d) To the fullest extent permitted by applicable lawbetween Lender, Mortgagee may resort to any other security held by the Mortgagee for the payment LFSRI II ES and Prometheus ES. Pledge and Security Agreement dated as of the Obligations in such order date hereof by and manner between Lender and Prometheus Assisted. Pledge and Security Agreement dated as of the Mortgagee may electdate hereof by and between Lender and LFSRI II Assisted. Pledge and Security Agreement dated as of the date hereof by and between Lender and Prometheus UK. Pledge and Security Agreement dated as of the date hereof by and between Lender, the Fund, Prometheus Senior Quarters and Prometheus Assisted. Pledge and Security Agreement dated as of the date hereof by and between Lender, Prometheus SQ Holdings, Prometheus Interim and Senior Quarters Borrower. Pledge and Security Agreement dated as of the date hereof by and between Lender and Prometheus Interim. Pledge and Security Agreement dated as of the date hereof by and between Lender and Atria Holdings. Pledge and Security Agreement dated as of the date hereof by and between Lender, Prometheus Senior Quarters, Prometheus SQ Holdings and Atria Holdings.

Additional Collateral. (a) Mortgagor acknowledges The Borrower shall have the right subject to the terms hereof to permit Property Owner to add to the collateral for the Mortgage Loan any other Real Estate that is owned by Property Owner and agrees that the Indebtedness and all which is not security for any other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured Indebtedness. Such addition shall be completed by the Premises and various other collateral including, without limitation, at delivery to the time Agent of execution each of this Mortgage certain personal property of Mortgagor described in the Loan Eligible Real Estate Qualification Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of Notwithstanding the foregoing, it is agreed that it is the intent addition of such collateral for the Mortgage Loan shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower unless each of the parties hereto that following conditions shall be satisfied: (i) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded; (iii) the Borrower shall have delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents or agreements as the Agent shall deem necessary or desirable, all of which instruments, documents or agreements shall be in form and substance satisfactory to the event of a foreclosure of this MortgageAgent in its sole discretion; (iv) the Agent, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding on behalf of the parties that the MortgageeBanks, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or shall have received any other judgment which appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to such Real Estate as the Mortgagee may obtain.Agent, in its sole discretion, shall deem necessary or desirable; and (bv) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance have accepted such Real Estate as a Mortgaged Property. The Borrower acknowledges that the decision of the Obligations and Majority Banks to exercise all rights and powers provided under this Mortgage, grant or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither withhold their consent to the acceptance of an additional Mortgaged Property under this Mortgage or any Loan Document nor Section 5.4 shall be based entirely on such factors as the enforcement Majority Banks deem relevant in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceedingtheir sole discretion, including, without limitation, foreclosure those enumerated in clauses (i) through court action (in a state or federal courtv) or power of salehereinabove, and such consent may be brought and prosecuted in granted or withheld solely at the local or federal courts of any one or more states as to all or any part discretion of the Premises or Majority Banks; provided, however, that if the collateral encumbered by the Loan Documentssuch Real Estate is a Stabilized Property, wherever located, without regard acceptance of such Real Estate shall be subject only to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part satisfaction of the Premises terms of Section 5.4(a)(ii), (iii), (iv) and the other collateral encumbered by the Loan Documents(v). (db) To In connection with each such addition, the fullest extent permitted by applicable law, Mortgagee may resort Borrower shall pay to any other security held by the Mortgagee for Agent the payment reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) of the Obligations Agent in connection with the addition of such order and manner as property. (c) In no event shall the Mortgagee may electacquisition cost of any Mortgaged Property or the equity interests of Property Owner in the Mezzanine Property exceed $40,000,000.00.

Additional Collateral. Any Grantor may elect at any time, without the consent of the Collateral Agent or any Lender, to subject to the Lien of this Slot Security Agreement any Additional Pledged Slots or Additional Pledged Gate Leaseholds subject to the delivery of the following documents, satisfaction of the following conditions precedent, and at no cost to the Collateral Agent or any Secured Party: (a) Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described an Slot Security Supplement substantially in the Loan Documents. The Mortgagor specifically acknowledges form of Exhibit C hereto duly executed by such Grantor, which the Collateral Agent hereby agrees to countersign, (A) identifying, as applicable, the Additional Pledged Slots or Additional Pledged Gate Leaseholds and agrees that the Premises, in and of itself, if foreclosed (B) amending or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, supplementing Schedules II through IV to the fullest extent permitted by applicable lawnecessary to describe any such Additional Pledged Slots or Additional Pledged Gate Leaseholds, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various statesas applicable, counties and other countries where or otherwise amending or supplementing such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, schedules to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and necessary to give effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain.to this Section 31; and (b) The Grantor acknowledges and agrees that financing statements or amendments to financing statements describing such Additional Pledged Slots or Additional Pledged Gate Leaseholds, as applicable. For all purposes hereof, upon the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance attachment of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance Lien of this Mortgage Slot Security Agreement thereto, the Additional Pledged Slots or any Loan Document nor the enforcement in one stateAdditional Pledged Gate Leaseholds, county or country, whether by court action, power of sale, or otherwiseif any, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any become part of the Premises or the collateral encumbered by the Loan DocumentsCollateral, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises all such Additional Pledged Slots shall be deemed “Pledged Slots” as defined herein and the other collateral encumbered by the Loan Documentsall such Additional Pledged Gate Leaseholds shall be deemed “Pledged Gate Leaseholds” as defined herein. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. (a) Mortgagor acknowledges Borrower hereby grants to Agent, for the benefit of itself and agrees that the Indebtedness Lenders, a security interest and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral includingright of setoff, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for all Obligations to Agent and the Obligations except as otherwise set forth in this Mortgage. SpecificallyLenders, upon and without limitation of the foregoingagainst all deposits, it is agreed that it is the intent of the parties hereto that credits, collateral and property, now or hereafter in the event possession, custody, safekeeping or control of a foreclosure Agent or any Lender or any Affiliate of this MortgageAgent or any Lender, or in transit to any of them. At any time, without demand or notice, from and after the Obligations shall not be deemed merged into any judgment occurrence of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, mayAgent and Lenders may set off the same or any part thereof and apply the same to any Obligation of the Borrower to Agent and the Lenders, to even though unmatured and regardless of the fullest extent permitted by applicable lawadequacy of the Collateral, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which collateral, securing such Obligations. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS OF THE BORROWER TO AGENT AND THE LENDERS, PRIOR TO EXERCISING THEIR RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Without limiting the Mortgagee generality of the foregoing, if at any time the amount of the loans or advances by Lenders as allowed by this Agreement shall be exceeded, Borrower shall pay to Agent for the benefit of the Lenders, in immediately available funds, the amount of such excess if Agent so requests, or Agent may obtaincharge such amount against any deposit account of Borrower with Agent. (b) The Grantor acknowledges and agrees that Borrower will provide Agent with the Premises documents necessary for Agent to obtain control (for the benefit of itself and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance Lenders) of the Obligations Collateral consisting of deposit accounts, investment property and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or countryelectronic chattel paper. (c) To In the fullest extent permitted by applicable lawevent Borrower shall at any time hold or acquire a commercial tort claim, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (Borrower shall immediately notify Agent in a state or federal courtwriting signed by Borrower of the details thereof and grant to Agent (for the benefit of itself and the Lenders) or power of sale, may be brought in such writing a security interest therein and prosecuted in the local or federal courts proceeds thereof, all upon the terms of any one or more states as this Agreement, with such writing to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard be in form and substance satisfactory to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan DocumentsAgent. (d) To Borrower shall deliver to Agent (i) all instruments and chattel paper (including all executed copies thereof, except such executed copies retained by the fullest extent permitted by applicable lawobligors thereunder) representing proceeds of Collateral, Mortgagee may resort and (ii) promptly at Agent’s request, all invoices, original bills of lading, documents of title, original contracts, and any other writings relating thereto, and other writings or evidence of performance of contracts or evidence of shipment or delivery of the merchandise sold or services rendered in connection therewith, and (iii) promptly at Agent’s request, from time to time, additional copies of any or all of such papers or writings, and such other information with respect to any of the Collateral and such schedules of accounts receivable and other writings, as Agent may in its sole discretion deem to be necessary or effectual to evidence any loan made pursuant to this Agreement or to evidence, enforce or perfect Agent’s security held by the Mortgagee interest (for the payment benefit of itself and the Lenders) in the Collateral, to facilitate collection of the Obligations in such order Collateral, or to carry into effect the provisions and manner as intent of this Agreement, all at the Mortgagee may electsole expense of Borrower.

Additional Collateral. Each Significant Subsidiary which is formed or acquired after the Additional Collateral Trigger Date and each Subsidiary which becomes a Significant Subsidiary after the Additional Collateral Trigger Date shall: (ai) Mortgagor acknowledges execute and agrees that deliver to the Indebtedness Administrative Agent for the benefit of the Lenders Additional Collateral Documents in form and all other obligations hereunder substance satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements, and Mortgages necessary to grant first priority perfected liens and security interests (such Indebtedness and other obligations collectively called subject only to Permitted Liens) in favor of the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described Lenders in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount following assets of the Obligations. Accordingly, Mortgagor acknowledges that, such Significant Subsidiary (subject to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment discretion of the Obligations will remain liable for Administrative Agent to exclude any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is following assets from the intent of the parties hereto that Additional Collateral in the event that the taking of a foreclosure of this MortgageLiens upon such assets is impractical, prohibited by law or commercially unreasonable in the Administrative Agent's judgment): accounts, inventory, furniture, fixtures, improvements, as-extracted collateral, general intangibles, coal supply agreements, other material contracts, coal reserves, mineral rights, the Obligations shall not NRP Interests, any material Property of any such Significant Subsidiary and any other assets of any such Significant Subsidiary as the Administrative Agent in its sole discretion may request, (ii) deliver opinions of legal counsel, with respect to such Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be deemed merged into any judgment of foreclosurereasonably required by the Administrative Agent and with such opinions to be satisfactory in form, but rather shall remain outstanding. It is the further intent scope and understanding of the parties that the Mortgagee, following an Event of Default, may, substance to the fullest extent permitted by applicable lawAdministrative Agent in its reasonable discretion, pursue all (ii) Additional Indemnity Agreements, (iii) Landlord Waivers, and (iv) title commitments or title reports with respect to any Property of its Collateral with the Obligations remaining outstanding such Significant Subsidiary which is subject to any Mortgage evidencing that such Property is free and in full force and effect notwithstanding any judgment clear of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, defects and encumbrances whatsoever and is subject only to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, exceptions as may be brought and prosecuted approved in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered writing by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan DocumentsAdministrative Agent. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. (a) Mortgagor The Trustor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") its Applicable Obligations are secured by the Premises Trust Property and various other collateral including, without limitation, at the time of execution of this Mortgage Deed of Trust certain personal property of Mortgagor the Trustor described in the Loan Credit Documents. The Mortgagor Trustor specifically acknowledges and agrees that the PremisesTrust Property, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor the Trustor acknowledges that, to the fullest extent permitted by applicable law, that it is in the Mortgagor's Trustor’s contemplation that the other collateral pledged to secure the Applicable Obligations may be pursued by the Mortgagee Beneficiary in separate proceedings in the various statesStates, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties the Trustor liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee Beneficiary may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this MortgageObligations. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this MortgageDeed of Trust, the Indebtedness evidencing the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the MortgageeBeneficiary, following an a Noticed Event of Default, may, to the fullest extent permitted by applicable law, may pursue all of its Collateral collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee Beneficiary may obtain. (b) The Grantor Trustor acknowledges and agrees that the Premises Trust Property and the other collateral property which may from time to time be encumbered by the other Loan Documents Secured Debt Agreements may be located in more than one state, county State or country and therefore Mortgagor, to the fullest extent permitted by applicable law, Trustor waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee Beneficiary to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents Secured Debt Agreements in any particular manner, in any particular order, or in any particular state State or other jurisdiction. Furthermore, Mortgagor the Trustor acknowledges and agrees, to the fullest extent permitted by applicable law, agrees that the Mortgagee Beneficiary shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this MortgageDeed of Trust, or the other Loan Documents Secured Debt Agreements or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) both in any one or more states, counties or countries States in which the security is located. To the fullest extent permitted by applicable law, neither Neither the acceptance of this Mortgage Deed of Trust, or any Loan Credit Document nor the its enforcement in one state, county or countryState, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents the Credit Documents through one or more additional proceedings, in that state State or in any other state, county State or country. (c) To the fullest extent permitted by applicable law, Mortgagor The Trustor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states States as to all or any part of the Premises Trust Property or the collateral property encumbered by the Loan Documents, Secured Debt Agreements wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation situated elsewhere with respect to the same or any other part of the Premises Trust Property and the other collateral property encumbered by the Loan DocumentsSecured Debt Agreements. (d) To the fullest extent permitted by applicable law, Mortgagee The Beneficiary may resort to any other security held by the Mortgagee Beneficiary for the payment of the Obligations in such order and manner as the Mortgagee Beneficiary may elect. (e) Notwithstanding anything contained herein to the contrary, the Beneficiary shall be under no duty to the Trustor or others, including, without limitation, the holder of any junior, senior or subordinate mortgage on the Trust Property or any part thereof or on any other security held by the Beneficiary, to exercise or exhaust all or any of the rights, powers and remedies available to the Beneficiary.

Additional Collateral. (a) Mortgagor acknowledges The Seller may, from time to time, deliver to the Custodian, additional Mortgage Loans (the "Additional Collateral") as an addition to the --------------------- Purchased Mortgage Loans already held by the Custodian with respect to a Transaction. In such event, the Seller shall deliver to the Custodian the Mortgage Files for the Additional Collateral together with a Custodial Delivery and agrees Mortgage Loan Schedule, with a copy to the Registered Holder(s) and, if Buyer is not the applicable Registered Holder at such time, the Buyer, stating that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient Additional Collateral is being delivered with respect to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstandingan identified Transaction. It is the further intent expressly understood and understanding of the parties agreed that the Mortgagee, following an Event Custodian shall have no duty to perform any valuation of Default, may, collateral and shall have no responsibility to ascertain the fullest extent permitted by applicable law, pursue all adequacy of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtainAdditional Collateral. (b) The Grantor acknowledges Custodian shall deliver to the related Registered Holder (via fax with the original to follow the next Business Day) no later than 1 p.m. (New York City time) one (1) Business Day after receipt of such Additional Collateral from the Seller, a Trust Receipt and agrees Mortgage Loan Schedule and exception report that reflects the delivery of the Additional Collateral; provided that, in the event that the Premises Custodian does not receive the items required to be delivered pursuant to Section 7(a) above by no later than 9:30 a.m. (California time) on the date of delivery, then the Custodian shall deliver such a Trust Receipt and Mortgage Loan Schedule within two (2) Business Days after the other collateral which may from time to time be encumbered by date of delivery. In issuing such Mortgage Loan Schedule and Trust Receipt, the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee Custodian shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to employ the same or any other part of procedures as set forth in Section 4 in reviewing the Premises and the other collateral encumbered by the Loan DocumentsMortgage Files. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. In consideration of Agent's waiver of Borrower's default of the covenant provided for in Section 6.9(d) of the Credit Agreement and in consideration of the modifications contained herein, pursuant to that certain Security Agreement (a) Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "ObligationsAdditional Collateral Security Agreement") are secured dated as of the date hereof and entered into by the Premises and various other collateral includingbetween Borrower and Agent, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described Borrower shall assign to Agent a security interest in an investment account in the Loan Documents. The Mortgagor specifically acknowledges and agrees that name of Borrower held within the Premisestrust department of U.S. Bank (collectively, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount "Additional Collateral") which Additional Collateral shall at all times have a balance based on the then-current marketable value of the Obligations. Accordingly, Mortgagor acknowledges that, securities held therein in excess of Lender's Exposure (as defined below) when valued according to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise advance rates set forth in this MortgageExhibit A attached hereto. SpecificallyAs used herein, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations "Exposure" shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may mean from time to time be encumbered by time, the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and sum of all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have of Borrower's outstanding obligations under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever locatedincluding the amount of any undrawn letters of credit issued by Agent for the benefit of Borrower, without regard and all non-credit commitments issued by Agent in favor of Borrower as detailed in Exhibit B attached hereto, plus the aggregate related trailing six month fee expense related thereto. If the balance of the Additional Collateral shall at any time be less than Lender's Exposure, Borrower shall deliver additional investments or cash into the Additional Collateral account within two (2) business days after Agent's notice to Borrower of such deficiency. Borrower shall deliver to Agent account statements and reports for the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere Additional Collateral as is required under Section 6.3 of the Credit Agreement and such other information related thereto as Agent may require. The Additional Collateral shall at all times remain subject to a valid control agreement in favor of Agent in form and substance satisfactory to Agent. Borrower shall not be permitted to make withdrawals with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan DocumentsAdditional Collateral except with Agent's prior consent. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. Borrower's performance under the Note, as modified by the Note Modification, shall be further secured pursuant to Borrower's collateral assignment to Lender, and Borrower hereby grants a security interest to Lender in and to, all of Borrower's right, title, and interest in and to all of Borrower's right to receive any amounts under those certain Vacation Partners Purchase Agreements (aNevada) Mortgagor acknowledges listed on Exhibit "B" attached hereto and agrees that incorporated herein by reference, which evidence amounts owed to Borrower from the Indebtedness and all other obligations hereunder buyers' named therein in the aggregate principal amount as of the date hereof of approximately Seventy-Nine Thousand Dollars (such Indebtedness and other obligations collectively called $79,000.00) (collectively, the "ObligationsAdditional Collateral Agreements") ). Said buyers' performance under the Additional Collateral Agreements are secured by the Premises those certain Deeds of Trust which name Borrower as beneficiary, and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described which are recorded in the Loan Documentscounty of ▇▇▇▇▇, state of Nevada, encumbering certain Timeshare Interests purchased by the trustors under such Deeds of Trust (collectively, the "Additional Collateral Deeds of Trust"). The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount assignment of the Obligations. Accordingly, Mortgagor acknowledges that, Additional Collateral Agreements shall be evidenced by Borrower's execution and delivery to the fullest extent permitted by applicable law, it is Lender concurrently herewith of an Assignment of Purchase Agreements in the Mortgagor's contemplation form of that attached hereto as Exhibit "C" and incorporated herein by this reference (the other collateral pledged "Additional Collateral Agreements Assignment"). Concurrently herewith, Borrower shall also execute and acknowledge and deliver to secure the Obligations may be pursued by the Mortgagee in separate proceedings Lender an Assignment of Deeds of Trust in the various statesform of that attached hereto as Exhibit "D" assigning to Lender all of Borrower's beneficial interest under the Additional Collateral Deeds of Trust (the "Additional Collateral Deeds of Trust Assignment"). Concurrently herewith, counties Borrower shall also execute and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition deliver to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that Lender a UCC-2 Amendment to Financing Statement in the event form of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states attached hereto as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan Documents. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.Exhibit "E."

Additional Collateral. If Borrower seeks at any time to increase the Collateral Value, Borrower shall provide additional Collateral in accordance with the following procedures: (a) Mortgagor acknowledges Borrower shall deliver to Bank: (i) a legal description of the proposed additional Collateral; (ii) a title commitment or title policy endorsement covering the proposed additional Collateral and agrees that containing or showing only such exceptions from title insurance coverage as are similar in substance and character to the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called title exceptions for the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor Collateral originally described in the Loan Documents. The Mortgagor specifically acknowledges Mortgage ("Original Collateral") or otherwise reasonably acceptable to Bank; (iii) such environmental audits and agrees documents as Bank required for purposes of approval of the Original Collateral hereunder; (iv) a mortgage amendment or spreader agreement which, when executed, delivered and recorded by Borrower and Bank, shall "spread" the lien of the Mortgage over and upon the additional Collateral so that the Premiseslien of the Mortgage shall constitute a first mortgage lien upon the additional Collateral, in subject only to the exceptions permitted as provided herein; (v) sketches of survey or plats which will permit Bank to locate the proposed additional Collateral and to verify the legal description thereof; and (vi) an appraisal of itself, if foreclosed or realized upon would not be the proposed additional Collateral sufficient to satisfy establish the outstanding amount of Collateral Value therefor in accordance with the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure provisions of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtainAgreement. (b) Bank shall approve or disapprove in writing Borrower's submission of any proposed additional Collateral within ten (10) Business Days after the date of its receipt thereof. The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time Collateral Value shall be encumbered increased by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, value of the Collateral subject to the fullest extent permitted Mortgage amendment or spreader agreement upon filing thereof in the proper public records and receipt by applicable lawBank of a title commitment or endorsement insuring such Collateral in the amount thereof as provided herein, waives and relinquishes any provided all other conditions to inclusion of such property in the Mortgaged Property and Collateral Value are satisfied, and all rights representations and warranties herein related thereto are true and correct. If Bank shall disapprove of Borrower's submission, it may haveshall specify in writing its reasons for doing so. In the event that Bank shall neither approve or disapprove the additional Collateral within such ten (10) day period, whether at law or equitythen Bank shall be deemed to have approved such proposed additional Collateral in all respects and Borrower shall thereafter, upon execution and delivery to require Bank by Borrower of the Mortgagee "spreader agreement", be deemed to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, added acceptable additional Collateral to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance Collateral hereunder for purposes of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or countrydetermining Collateral Value. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan Documents. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. In addition to the conditions set forth in Section 7 hereof, as a condition to the Applicable Percent becoming fifty-five percent (55%) as contemplated in Section 2.1(b) hereof the Borrower shall obtain the written consent of the Lender thereto and shall satify the following: (a) Mortgagor acknowledges The Borrower shall duly execute and agrees that deliver to the Indebtedness Lender mortgages or deeds of trust (each such mortgage or deed of trust, as it may be amended, modified or supplemented from time to time in accordance with its terms, a "Mortgage") in respect of real property owned by the Borrower set forth on Schedule 6 hereto (such real property, the "Mortgage Collateral") so as to create in the Lender's favor, upon recordation thereof, a valid, perfected and enforceable first priority mortgage and lien on the Mortgage Collateral and all other obligations hereunder (improvements thereon or therein, such Indebtedness Mortgages to be in form and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, substance satisfactory to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtainLender. (b) The Grantor acknowledges Borrower shall cause the Mortgages to be duly recorded in the appropriate recording office or offices and agrees that the Premises shall pay all fees and the other collateral which may from time to time be encumbered by the other Loan Documents may be located taxes payable in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or countryconnection therewith. (c) To The Borrower shall furnish to the fullest extent permitted Lender, at the Borrower's expense, one or more policies of mortgagee title insurance, in form, substance and amount satisfactory to the Lender, insuring that each of the Mortgages is a valid and perfected first priority mortgage and lien in favor of the Lender on the interest of the Borrower in the real property and improvements described therein, and that the Borrower has good and marketable title thereto, issued by a title insurance company reasonably satisfactory to the Lender, together with satisfactory evidence that all title insurance premiums therefor have been fully paid. The Borrower shall furnish to the Lender certified surveys of real property and such legal opinions, environmental questionnaires, certificates, agreements and documents as the Lender may reasonably request with respect to the Mortgages and the Mortgage Collateral. The Borrower shall additionally provide to the Lender with respect to any real property to be subject to a Mortgage on or prior to the taking of such Mortgage such appraisals of such real property as shall be requested by the Lender or required under applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan DocumentsFIRREA). (d) To The Borrower shall duly execute and deliver to the fullest extent permitted Lender a pledge agreement, in form and substance satisfactory to the Lender, pursuant to which the Borrower shall grant to the Lender a valid, perfected and enforceable first priority security interest in the promissory note dated September 26, 1995 by applicable law, Mortgagee may resort Kmart to any other security held by the Mortgagee for the payment order of the Obligations Borrower in the original principal amount of $15,800,000. The Borrower shall deliver such promissory note to the Lender duly endorsed to the order of the Lender in a manner satisfactory to the Lender. The Borrower shall furnish to the Lender such legal opinions, agreements and manner documents with respect to such pledge agreement and promissory note as the Mortgagee Lender may electreasonably request. (e) The Lender shall receive any and all consents and approvals, in form and substance satisfactory to the Lender, as are necessary to permit the granting of the first priority perfected security interests and liens contemplated under this Section 6 or to avoid the occurrence of a default under any agreement or document to which the Borrower is a party or by which it or any of its properties may be bound, including, without limitation, the Borrowers 14% debentures due January 1, 1996.

Additional Collateral. (a) Mortgagor acknowledges If and to the extent Borrower receives or takes title to units of ownership in Facility Tenant at any time during Loan Term, Borrower agrees that such units of ownership in Facility Tenant shall become additional collateral for the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral includingLoan. To that end, without limitation, at the time of as additional consideration for Lender’s execution of this Mortgage certain personal property Agreement, Borrower hereby GRANTS, BARGAINS, CONVEYS, ASSIGNS, TRANSFERS, and SETS OVER unto Lender a first and prior security interest in all of Mortgagor described Borrower’s right, title, and interest in, to and under all rights Borrower has or may in the Loan Documentsfuture obtain by virtue of the acquisition by Borrower of units of ownership in Facility Tenant (the “Additional Collateral”). The Mortgagor specifically acknowledges and agrees that Additional Collateral shall be deemed part of the PremisesMortgaged Property (as defined in the Deed of Trust). Borrower shall deliver to Lender, in form and of itselfsubstance satisfactory to Lender, if foreclosed such financing statements and such further assurances as Lender may, from time to time, reasonably consider necessary to create, perfect, and preserve Lender’s security interest herein granted, and Lender may cause such statements and assurances to be recorded and filed, at such times and places as may be required or realized upon would not be sufficient permitted by law to satisfy the outstanding amount create, perfect, and preserve such security interest. Borrower hereby authorizes Lender to prepare and file new financing statements, financing statement amendments, and financing statement continuations that describe all or any portion of the Obligations. AccordinglyAdditional Collateral as collateral thereunder, Mortgagor acknowledges thatand Lender may file such statements without any signature of Borrower or of a representative of Borrower appearing thereon, to the fullest extent where such filings are permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtainLegal Requirements. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country. (c) To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan Documents. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

Additional Collateral. (a) Mortgagor acknowledges and agrees that Provided no Default or Event of Default exists, the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called Borrower shall have the "Obligations") are secured right subject to the satisfaction by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount Borrower of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise conditions set forth in this Mortgage§5.3 and §5.4, to add Potential Collateral and the related Borrowing Base Property to the calculation of Borrowing Base Availability. SpecificallyIn the event the Borrower desires to add additional Potential Collateral and the related Borrowing Base Property to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request at least ten (10) days prior to the date that Borrower desires to add additional Potential Collateral and without limitation the related Borrowing Base Property to the Borrowing Base Availability, which notice shall include the Adjusted Pro Forma Net Operating Income and the NAV Valuation attributable to such Real Estate and be accompanied by the rent roll for such Real Estate. No Potential Collateral and the related Borrowing Base Property shall be included in the calculation of the foregoing, it is agreed that it is Borrowing Base Availability unless and until the intent of the parties hereto that in the event of a foreclosure of following conditions precedent shall have been satisfied as determined by Agent (or as required by this MortgageAgreement, the Obligations Required Lenders): (a) such Potential Collateral shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain.Eligible Real Estate; (b) The Grantor acknowledges such Real Estate shall be owned (or leased to a Subsidiary Guarantor as lessee under a Ground Lease) by a Wholly-Owned Subsidiary of the Borrower, and agrees that said Wholly-Owned Subsidiary, and any other Wholly-Owned Subsidiary of Borrower owning or leasing an interest therein, shall have executed a Joinder Agreement and satisfied the Premises and conditions of §5.4; (c) prior to or contemporaneously with such addition, the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, Borrower shall have submitted to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or equity, required to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, be provided to the fullest extent permitted by applicable lawAgent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Mortgagee Borrower and any Wholly-Owned Subsidiary of Borrower owning a direct or indirect interest (or Equity Interest) therein, as applicable, which is the direct or indirect owner and/or lessee of the Real Estate, as applicable, shall have executed and delivered to the Agent all Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be allowed in form and substance reasonably satisfactory to enforce payment and performance the Agent; (e) after giving effect to the inclusion of such Eligible Real Estate, each of the Obligations representations and to exercise all rights and powers provided under warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this MortgageAgreement, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one document or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice instrument delivered pursuant to or in any way limit or preclude enforcement connection with this Agreement shall be true in all material respects both as of the date of which it was made and shall also be true as of the time of the addition of such documents through one or more additional proceedingsBorrowing Base Property with the same effect as if made at and as of that time, in that state or in any other state, county or country. (c) To except to the fullest extent of changes resulting from transactions permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan DocumentsDocuments (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), wherever located, without regard and no Default of Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to such effect; and (f) the provisions of §7.19 shall be satisfied; and the Borrower shall have delivered to the fact that any one or more Agent a certification of the satisfaction of the terms of this §5.3, which certificate shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, in the event such Real Estate does not qualify as Eligible Real Estate, such Real Estate shall be included as a Borrowing Base Property so long as the Agent shall have received the prior or contemporaneous proceedings have been situation elsewhere with respect written consent of the Agent and the Required Lenders to the same or any other part inclusion of the Premises and the other collateral encumbered by the Loan Documentssuch Real Estate as a Borrowing Base Property. (d) To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.