Common use of GRANTING CLAUSES Clause in Contracts

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and interest to those certain tracts of Grantor inland, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A A, attached hereto and made a part hereof (the “Land”); TOGETHER with The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of GrantorMortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the tenementsLand, hereditamentstogether with any amendments, appurtenances renewals, extensions, supplements, modifications or other agreements related to the foregoing, and all the estates and further together with any other servitudes, easements, rights of Grantor way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in and connection with, or in any way related to the Land; TOGETHER with all All of GrantorMortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings and improvements now buildings, improvements, structures, fixtures, or hereafter located on the Land any other real property (hereinafter collectively referred to as collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interestinterest of Mortgagor in, if anyto and under all easements, rights of Grantor in and to the streetsway, roadslicenses, sidewalks and alleys operating agreements, abutting the Land, and strips and gores within of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record)center line thereof; TOGETHER with all of Grantor’s right, title and interest in of Mortgagor in, to and to any under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and all propertyarticles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or hereinafter subsequently attached to, or contained in or attached to and used or usable in any way in connection with any operation or letting of the Land and Mortgaged Property (as defined below), including but without limiting the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all generality of the foregoing, including the items hereinafter enumeratedall screens, are herein collectively referred to as the “Fixture Property”)awnings, including all removable window shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and floor coveringswindows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioningconditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and elevator plants, cooking facilities, vacuum cleaning unloading equipment and systems, call systemsstoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, equipment, fittings and fixturesfixtures of every kind and description held in connection with the operation of, to and located on, the extent Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the same constitutes real Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property or fixtures excluded as collateral in the state Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in which the Land is located this paragraph (the Land, the Improvements and the Fixture Property are hereinafter collectively f) being referred to as the “Security PropertyEquipment”); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, lettings underlettings, concession agreements, management agreements, licenses and licenses other similar agreements granting to a third party a right to use or occupancy of the Security Mortgaged Property or the Equipment or any part thereof thereof, now existing or hereafter subsequently entered into, into by Mortgagor and whether written or oral and all amendments, modifications, supplements, additions, extensions and renewals thereof (all guarantees of any of the foregoing are hereinafter collectively referred (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to as time, the “Leases”), including and all rights of Mortgagor in respect of cash and securities deposited thereunder (as down payments, security deposits or otherwise), and the right to receive and collect the rents, security depositsrevenues, income, proceeds, earnings, royalties, revenuesrents, issues and profits payable thereunder thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the rights to enforce, whether at law or in equity or by any other means, all provisions use and options thereof or thereunder (all enjoyment of the foregoing are hereinafter collectively referred to Mortgaged Property (as defined below) (collectively, the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue premiums under insurance policies now or hereafter subsequently obtained by Grantor and Mortgagor relating to the Security Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, any such insurance policies (including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and compensation heretofore other compensation, including the interest payable thereon and hereafter the right to collect and receive the same, made to the present and all or any subsequent owners owner of the Security Mortgaged Property by any governmental or other lawful authorities Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Mortgaged Property or any easement thereinor other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, including awards for consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any change manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of grade the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of streets any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter collectively referred to as the “AwardsMortgaged Property”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All To secure (i) the estatepayment of the indebtedness evidenced by the Notes, right, title (ii) the payment and interest satisfaction of Grantor in, to the Obligations (defined in the Credit Agreement) and under, or derived from(iii) the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the plotsNotes, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s rightCredit Agreement, title and interest in and to the tenementsSubsidiary Guaranty, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings other mortgages, security agreements, pledge agreements, assignments of leases and improvements rents, guaranties, letters of credit and any other documents and instruments now or hereafter located on executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the Land (hereinafter collectively referred to as payment of all or any portion of the “Improvements”) indebtedness under the Notes and any and all rightrenewals, title extensions, amendments and interestreplacements of this Mortgage, if anythe Notes, the Credit Agreement, the Subsidiary Guaranty and any such other documents and instruments (the Notes, the Credit Agreement, this Mortgage, the Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of Grantor in leases and to the streetsrents, roadsguaranties, sidewalks and alleys abutting the Landletters of credit, and strips any other documents and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements instruments now or hereafter affecting the Land, royalties executed and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used delivered in connection with the Land Loan, and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additionsrenewals, extensions and renewals thereof (all of the foregoing are hereinafter collectively replacements hereof and thereof, being sometimes referred to collectively as the “Leases”), including cash Loan Documents” and securities deposited thereunder (individually as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the a “RentsLoan Document”) and the right during the continuance of an Event of Default to apply the same to secure the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreementsindebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, rights, written materials and intangible personal property (whether now existing or in the future existing) arising in connection withhereafter created, derived from absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise relating (all indebtedness and liabilities secured hereby, subject to the Security Property or any portion thereof or the ownershiplimitation hereinafter set forth, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are being hereinafter collectively sometimes referred to as the “Awards”Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in no event, exceed $58,000,000); , Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements ofmortgaged, and all additions and appurtenances toby these presents does hereby grant, any of the foregoing hereafter acquired byconvey, or released toalien, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisitionenfeoff, release, construction, assemblage, placement or conversion, as confirm and mortgage unto Bank the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically following described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, property subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.herein:

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”"LAND"); TOGETHER with all of Grantor’s 's right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s 's right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”"IMPROVEMENTS") and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s 's right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements Premises to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"FIXTURE PROPERTY"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”"PREMISES"); TOGETHER with all of Grantor’s 's right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”"LEASES"), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”"RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Secured Obligations; TOGETHER with all of Grantor’s 's right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s 's right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s 's business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a7.15(a)); TOGETHER with all of Grantor’s 's right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”"AWARDS"); and TOGETHER with all of Grantor’s right, title and interest of Grantor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit Mortgagee and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust Mortgage for the ratable benefit of the Secured PartiesMortgagee, Trustee, the holders of the Notes and the Party Lien Holders (as defined in the Security Agreement) (collectively, the "SECURED PARTIES"), subject to the terms of the Intercreditor Security Agreement.

GRANTING CLAUSES. All For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure the payment of (i) any Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) in respect of Specified Swap Agreements of the Mortgagor, but only to the extent that, and only so long as, the other Guarantor Obligations of Mortgagor are secured pursuant to the Guarantee and Collateral Agreement, and (ii) all other Guarantor Obligations of Mortgagor (collectively, the "Obligations"); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE (SUBJECT TO THE PERMITTED EXCEPTIONS) FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, WITH MORTGAGE COVENANTS: (a) the Owned Land; (b) all right, title and interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to the Real Estate or any part thereof; (c) all right, title and interest of Grantor Mortgagor in, to and underunder all easements, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s rightway, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightlicenses, title and interestoperating agreements, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining Real Estate to the use and enjoyment center line thereof; (d) all of the Landfixtures, including alleychattels, drainagebusiness machines, mineralmachinery, waterapparatus, oil equipment, furnishings, fittings, appliances and gas rights (less articles of personal property of every kind and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertynature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or hereinafter subsequently attached to, or contained in or attached to and used or usable in any way in connection with any operation or letting of the Land and Real Estate, including but without limiting the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all generality of the foregoing, including the items hereinafter enumeratedall screens, are herein collectively referred to as the “Fixture Property”)awnings, including all removable window shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and floor coveringswindows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioningconditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and elevator plants, cooking facilities, vacuum cleaning unloading equipment and systems, call systemsstoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, equipment, fittings and fixtures, to fixtures of every kind and description (all of the extent the same constitutes real property or fixtures foregoing in the state in which the Land is located this paragraph (the Land, the Improvements and the Fixture Property are hereinafter collectively e) being referred to as the “Security Property”"Equipment"); TOGETHER with ; (e) all of Grantor’s right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Real Estate and the Equipment, subsequently acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor on the Real Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further deed, conveyance, assignment or other act by Mortgagor; (f) all right, title and interest of Mortgagor in, to and under all leases, subleases, lettings underlettings, concession agreements, management agreements, licenses and licenses other agreements relating to the use or occupancy of the Security Property Real Estate or the Equipment or any part thereof thereof, now existing or hereafter subsequently entered intointo by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the "Leases"), and all amendments, modifications, supplements, additions, extensions and renewals thereof (all rights of the foregoing are hereinafter collectively referred to as the “Leases”), including Mortgagor in respect of cash and securities deposited thereunder (as down payments, security deposits or otherwise), and the right to receive and collect the rents, security depositsrevenues, income, proceeds, earnings, royalties, revenuesrents, issues and profits payable thereunder thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the rights to enforce, whether at law or in equity or by any other means, all provisions use and options thereof or thereunder (all enjoyment of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Mortgaged Property (including damageas defined below) (collectively, secured, unsecured, lien, priority and administration claimsthe "Rents"); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property ; (whether now or in the future existingg) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue premiums under insurance policies now or hereafter subsequently obtained by Grantor and Mortgagor relating to the Security Property Real Estate or Equipment and Mortgagor's interest in and to all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, any such insurance policies (including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and compensation heretofore other compensation, including the interest payable thereon and hereafter the right to collect and receive the same, made to the present and all or any subsequent owners owner of the Security Property by any governmental Real Estate or other lawful authorities Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Real Estate or any easement or other right therein; (h) to the extent not prohibited under the applicable contract, including awards for consent, license or other item unless the appropriate consent has been obtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any change manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of grade the Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of streets any portion of the Real Estate or any property which is adjacent or peripheral to the Real Estate, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Estate or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate; and (i) all proceeds, both cash and noncash, of the foregoing; (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in the foregoing clauses (a) through (c) are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of"Premises", and all additions and appurtenances to, any of those described in the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, clauses (a) through (i) are collectively referred to as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement"Mortgaged Property").

GRANTING CLAUSES. All the estate, right, title and interest of Grantor Mortgagor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A A-1 hereto (the “"LAND"); [TOGETHER with all those certain leases and the leasehold estates created thereby more particularly described in Exhibit A-2 hereto, as the same may be amended, renewed, modified, supplemented or extended from time to time (collectively referred to as the "LEASES") of and in those certain plots, pieces and parcels of land more particularly described in the aforesaid Exhibit A-2 (the "LEASED LAND"), and any and all reversions or remainders in and to Mortgagor's interest in the Leased Land”, all modifications, extensions, replacements and renewals of the Leases and all credits, deposits, options (including any options to purchase or renew set forth in the Leases), privileges and rights of Mortgagor under the Leases and all guarantees of the Leases (all of the foregoing hereinafter collectively referred to as the "LEASEHOLD ESTATE")]; TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor Mortgagor in and to the Land [and the Leased Land]; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land [and the Leased Land] (hereinafter collectively referred to as the “Improvements”"IMPROVEMENTS") and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land [and the Leased Land], and strips and gores within or adjoining the Land [and the Leased Land], the air space and right to use said air space above the Land [and the Leased Land] and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land [and the Leased Land], all easements now or hereafter affecting the Land [and the Leased Land], royalties and all rights appertaining to the use and enjoyment of the Land [and the Leased Land], including alley, drainage, mineral, water, oil and gas rights rights; TOGETHER with all fixtures and all appurtenances and additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereafter attached to the Premises (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of recordas hereinafter defined); TOGETHER with all of Grantor’s rightproperty, title tangible and interest in and to any and all propertyintangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereinafter contained in, or attached to and used in connection with the Land and the Improvements Premises or placed on any part thereof though not attached thereto, to the extent the same constitutes real property or fixtures in the state in which the Land Mortgaged Property is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"EQUIPMENT"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which (the Land is located (and the LandLeasehold Estate, together with the Improvements and the Fixture Property Equipment, are hereinafter collectively referred to as the “Security Property”"PREMISES"); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of (except Leases) of, and all other contracts, bonds and agreements affecting the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”"SUBORDINATE LEASES"), and all right, title and interest of Mortgagor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”"RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Secured Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor Mortgagor in its capacity as landlord under any Subordinate Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business)thereof, including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a))leases; TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor Mortgagor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”collectively, "AWARDS"); and TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor Mortgagor or constructed, assembled or placed by Grantor Mortgagor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by GrantorMortgagor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor Mortgagor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit Mortgagee and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Michigan, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Washtenaw County, or derived fromMichigan, the plots, pieces and parcels of land more particularly described in Exhibit A “A” attached hereto and incorporated herein by this reference (the “Land”); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land Land, together with all fixtures and items that are to become fixtures thereto (hereinafter collectively referred to as collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; provided, however, notwithstanding anything herein to the contrary, the Premises shall not include any payments due to RSW Washtenaw LLC (or its assigns) relating to the tax increment financing (TIF) described in that certain Reimbursement Agreement dated March 8, 2012 by and between RSW Washtenaw LLC and the Washtenaw County ▇▇▇▇▇▇▇▇▇▇ Redevelopment Authority; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, the air space apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and right to use said air space above the Land property of every kind and any transferable development or similar rights appurtenant theretonature whatsoever, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, tenancies affecting the LandLand or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, royalties and all rights appertaining to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the use Land or Improvements; (j) Any and enjoyment all shares of stock, membership or partnership interest or other evidence of ownership of any part of the LandLand or Improvements that is owned by Mortgagor in common with others, including alleyall water stock relating to the Land or Improvements, drainageif any, mineral, water, oil and gas rights (less and except all documents of membership in any oil, gas and other minerals owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any other rights previously reserved management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or conveyed Improvements and all studies, data and drawings related thereto; and all contracts and agreements of record); TOGETHER Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Michigan Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor and located on and used in the operation of Grantorthe Land or Improvements; (n) All of Mortgagor’s right, title and interest in and to any deposit accounts and letter of credit rights (as defined in the UCC); (o) Any and all propertysubstitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all additions thereto products and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all proceeds of any of the foregoing, including or with respect to the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”)Land or Improvements, including all removable window and floor coveringswithout limitation, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, insurance proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims proceeds of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, involuntary disposition or diminution in value of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired byor of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted therebyforegoing or proceeds thereof. For purposes of this Mortgage, immediately the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such acquisition, release, construction, assemblage, placement or conversion, as disposition. The parties intend the definition of Premises to be broadly construed and in the case may beof doubt as to whether a particular item is to be included in the definition of Premises, and the doubt should be resolved in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien favor of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereininclusion. TO HAVE AND TO HOLD the Security Property unto TrusteePremises with all rights, for the benefit privileges and security of Beneficiary and the other Secured Partiesappurtenances thereunto belonging, and their all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, subject for the uses and purposes herein expressed. THIS MORTGAGE IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the terms Note or Mortgage or otherwise advanced under the Loan Documents including without limitation advances made by Mortgagee to protect the Premises or the lien and conditions interest of this Deed of Trust for Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts that Mortgagor has agreed to pay pursuant to the ratable benefit provisions hereof or that Mortgagee has incurred by reason of the Secured Partiesoccurrence of an Event of Default (as hereinafter defined), subject including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Mortgage, the Note, and every other agreement, document and instrument to which reference is expressly made in this Mortgage or which at any time evidences or secures the Indebtedness evidenced by the Note (this Mortgage, the Note and any guaranty of the Indebtedness in favor of Mortgagee, if any, and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed by Mortgagor (the “Environmental Indemnity”), are hereinafter sometimes collectively referred to as the “Loan Documents”). Mortgagor hereby warrants that Mortgagor has good and marketable title to the terms Premises, is lawfully seized and possessed of the Intercreditor AgreementPremises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever; and that the Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises.

GRANTING CLAUSES. In order to secure the payment and performance of the Obligations and any other obligations of Grantor hereinafter set forth, Grantor does hereby mortgage, give, pledge, grant, bargain, sell, convey, assign, transfer and set over unto Agent, for the ratable benefit of the Lenders, and the successors and assigns of Agent all of the following described land and interests in land, estates, easements, rights, improvements, property, fixtures, equipment, furniture, furnishings, appliances and appurtenances, whether now owned by Grantor or hereafter acquired and whether the same now exist or hereafter come into existence (hereinafter collectively referred to as the "MORTGAGED PROPERTY"): (a) Grantor's fee simple interest in and to the Site and all Grantor's right, title and interest in and to the Lease; PROVIDED, however, that if Grantor's interest in the Site or any other part of the Facility is recharacterized as a security title or security interest due to the recharacterization of the Lease as a financing transaction (rather than a true lease), this subsection (a) shall be deemed to serve as a conveyance by Grantor to Agent of all Grantor's security title interest and security interest in the Site and all other parts of the Facility acquired pursuant to, and an assignment by Grantor to Agent of Grantor's rights under and interest in, the Lease; and (b) All buildings, structures and improvements of every nature whatsoever now or hereafter situated on the estateSite, and all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes, which are or shall be attached to said buildings, structures or improvements and all other furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property of every kind and nature whatsoever now or hereafter owned by Grantor and located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of the Mortgaged Property, including all extensions, additions, improvements, betterments, renewals and replacements of any of the foregoing and all the right, title and interest of Grantor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property subject to or covered by any prior security agreement, conditional sales contract, chattel mortgage or similar lien or claim, together with the benefit of any deposits or payments now or hereafter made by Grantor or on behalf of Grantor, all trade-names, trademarks, service marks, logos and goodwill related thereto which in any way now or hereafter belong, relate or appertain to the Mortgaged Property or any part thereof or are now or hereafter acquired by Grantor (excluding trademarks or tradenames which appertain to the operation of Grantor's business rather than the operation of the Facility); and all inventory, accounts, chattel paper, documents, equipment, fixtures, farm products, consumer goods and general intangibles constituting proceeds acquired with cash proceeds of any of the property described hereinabove, and all insurance proceeds, all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the Mortgaged Property as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Obligations and to be secured by this Instrument; PROVIDED, HOWEVER, that the term "Mortgaged Property" shall not include any of the Excluded Equipment. The location of the above described collateral is also the location of the Site. The property described in this subsection (b) is herein referred to collectively as the "IMPROVEMENTS"; the Improvements and the Site are herein collectively referred to as the "FACILITY." (c) All of Grantor's right, title and interest, under, in and to all contracts, franchises, licenses, agreements, permits and other documents, including but not limited to those more particularly described in EXHIBIT "C" attached hereto and made a part hereof, together with any additions or changes to and any extensions, revisions or modifications of all such contracts, franchises, licenses, agreements, permits and other documents , whether now existing or hereafter entered into in relating to the development, ownership, maintenance and operation of the Facility, and including without limitation, all Related Contracts and all right, title and interest of Grantor in, to and under, or derived fromunder the Credit Agreement, the plotsAgency Agreement, pieces the Pledge Agreement and parcels the Guaranty (Lessee)(all of land more particularly described in Exhibit A hereto (the “Land”foregoing being, collectively, the "CONTRACTS"); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all proceeds of any of the estates and rights of Grantor in and to the LandContracts, including, without limitation, all insurance proceeds; TOGETHER with all of Grantor’s rightand (d) All easements, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightrights-of-way, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Landof land, the air space vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and right to use said air space above the Land and any transferable development or similar rights appurtenant theretopowers, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Mortgaged Property or any part thereof thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained acquired by Grantor and relating to the Security Property reversion and all proceeds of the conversionreversions, voluntary or involuntaryremainder and remainders, of the Security Mortgaged Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made from time to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereintime accruing. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trusteeand all parts, for rights, members and appurtenances thereof, to the use, benefit and security behoof of Beneficiary Agent and the other Secured Partiessuccessors and assigns of Agent, IN FEE SIMPLE forever; and Grantor covenants that Grantor is lawfully seized and possessed of the Mortgaged Property as aforesaid, and their successors has good right to convey the same, that the same is unencumbered except for those matters expressly set forth in EXHIBIT "B" attached hereto and assignsby this reference incorporated herein, foreverand that Grantor does warrant and will forever defend the title thereto against the claims of all persons whomsoever, subject except as to those matters set forth in said EXHIBIT "B" attached hereto. PROVIDED NEVERTHELESS, that Agent shall, at the expense of Grantor, cause this Instrument to be released upon (a) FREI's payment in full of all principal, interest and other sums (including, without limitation, any prepayment fees and premiums) due and payable under the Notes, as the Notes may from time to time be extended, renewed or modified, (b) the Company's payment in full of any and all amounts due and payable under the Guaranty, as the Guaranty may from time to time be renewed or modified, (c) Grantor's payment in full, at the times demanded by Agent and with interest thereon at the same rate specified in the Notes, of all sums advanced by Agent to protect the lien of this Instrument, to pay taxes on the Mortgaged Property, to pay insurance premiums, to pay principal and interest on any indebtedness secured by mortgage deed of trust, lien or charge on the Mortgaged Property (whether prior to, or subordinate to, or of equal priority with the lien hereof), to pay expenses and attorneys' fees herein provided for and for any other purpose for which Agent is authorized to disburse funds hereunder and (d) Grantor's paying and performing all other obligations of Grantor set forth in this Instrument and in all of the other Transaction Documents. This conveyance is intended to operate and is to be construed as a mortgage on the Mortgaged Property to Agent and is made under those provisions of the existing laws of the State of Florida relating to mortgages, and is given to secure the payment and performance by Grantor of its Obligations under the Transaction Documents, including without limitation the following: (i) The debt evidenced by the Notes, as the same may be amended, modified or assigned from time to time executed by Grantor, payable to the terms and conditions of this Deed of Trust for the ratable benefit order of the Secured PartiesLenders comprising the holders thereof, subject representing an aggregate indebtedness in the amount of $11,640,000; and (ii) Any and all additional advances made by Agent to protect or preserve the terms Mortgaged Property or the lien hereof on the Mortgaged Property, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not the original Grantor remains the owner of the Intercreditor AgreementMortgaged Property at the time of such advances).

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN, AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, rights, title, and interests in, to and under the following (hereinafter collectively referred to as the “Leasehold Premises”): (a) All of Mortgagor’s estate, rights, title, interests, claims, and demand whatsoever that Mortgagor now has or hereafter acquires, either in law or in equity, in possession or expectancy, of, in and to the Land, together with all buildings, structures and improvements now or hereafter erected on the Land, together with all right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest Mortgagor in and to any and all buildings fixtures, attachments, appliances, equipment, machinery, and improvements other articles attached to said buildings, structures, and improvements, whether now or hereafter located on in the Land future (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and including but not limited to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest leasehold estate in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements created by the Ground Lease (including, without limitation, (i) all options to extend or renew the extent Ground Lease (and the same constitutes leasehold estate for the term of each extension or renewal), (ii) all options and rights of first refusal contained in the Ground Lease to purchase the real property or fixtures in which is the state in which subject of the Land is located Ground Lease and (iii) all of Mortgagor’s other rights, title and interests under the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located Ground Lease) (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security PropertyLeasehold Estate”); TOGETHER and (b) All and singular of Mortgagor’s rights, title, and interests in and to the easements, authorizations, rights-of-way, licenses, permits, rights of use or occupancy, management agreements, franchise agreements, privileges, tenements, appendages, hereditaments, appurtenances, air rights and other rights and privileges attached or belonging to the Land, Improvements or Leasehold Estate or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land, Improvements or Leasehold Estate; and (c) All of Mortgagor’s rights, title, and interests, if any, in and to the land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land and any strips and gores adjoining the Land; and (d) All of Mortgagor’s rights, title, and interests in and to machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land, Improvements or Leasehold Estate, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of Grantorthe foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by subtenants of the Land, Improvements or Leasehold Estate; (e) Any and all of Mortgagor’s rightrights, title title, and interests in and to any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land, Improvements or Leasehold Estate or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land, Improvements or Leasehold Estate or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all of Mortgagor’s rights, title, and interests in and to any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land, Improvements or Leasehold Estate now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) All of Mortgagor’s rights, title, and interests in and to any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land, Improvements or Leasehold Estate; (h) All of Mortgagor’s rights, title, and interests in and to any and all monies deposited with or for the benefit of Mortgagee or any other person or entity for the payment of real estate taxes or special assessments against the Land, Improvements or Leasehold Estate or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land, Improvements or Leasehold Estate; all proceeds paid for damage done to the Collateral or the Land, Improvements or Leasehold Estate; all proceeds of any award or claim for damages for any of the Collateral or the Leasehold Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land, Improvements or Leasehold Estate; (i) Any and all of Mortgagor’s rights, title, and interests in and to any and all leases, subleasesoccupancy agreements, lettings tenancies affecting the Land, Improvements or Leasehold Estate and licenses of any and all names under or by which the Security Property Land, the Leasehold Estate or the Improvements may at any part thereof now time be operated or hereafter entered intoknown, and all amendmentsrights to carry on business under any such names or any variant thereof, modificationsand all trademarks, supplementstrade names, additionspatents, extensions patents pending and renewals thereof goodwill with respect to the Land, Improvements or Leasehold Estate; (j) Any and all of the foregoing are hereinafter collectively referred to as the “Leases”)Mortgagor’s rights, including cash title, and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest interests in and to any and all rightsshares of stock, dividends and/or claims membership or partnership interest or other evidence of ownership of any kind whatsoever part of the Land, Improvements or Leasehold Estate that is owned by Mortgagor in common with others, including all water stock relating to the Security Property (including damageLand, securedImprovements or Leasehold Estate, unsecuredif any, lien, priority and administration claims); together with the right to take any action or file any papers or process all documents of membership in any court owners’ or members’ association or similar group having responsibility for managing or operating any part of competent jurisdiction, which may be necessary to preserve, protect the Land or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws Improvements and any management agreements; (k) Any and all of Mortgagor’s rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s righttitle, title and interest interests in and to any and all other agreementsplans and specifications prepared for construction of improvements on the Land, rightsImprovements or Leasehold Estate and all studies, written materials data and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise drawings related thereto; and all contracts and agreements of Mortgagor relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement aforesaid plans and specifications or to the aforesaid studies, data and architectural drawings; , or to the construction of improvements on the Land, Improvements or Leasehold Estate; (iiil) agreements Any and all of Mortgagor’s rights, title, and interests in, to and under any and all reserve, deposit or escrow accounts made pursuant to any of the Loan Documents made between Mortgagor and Mortgagee and/or any Lender with contractorsrespect to the Land, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceedsImprovements or Leasehold Estate, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER together with all income, profits, benefits and advantages arising therefrom; (m) Any and all of GrantorMortgagor’s rightrights, title title, and interest interests in and to any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the “UCC” (as such term is hereinafter defined)) located on and used in the operation of the Land, Improvements or Leasehold Estate; (n) All of Mortgagor’s rights, title, and interests in and to deposit accounts and letter of credit rights (as such terms are defined in the UCC) delivered to or in favor of Mortgagor with respect to the operation of the Land, Improvements or Leasehold Estate; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; (p) All of Mortgagor’s rights, title, and interests in and to any personal property of Mortgagor, including the following, all whether now owned or hereafter acquired or arising and wherever located: (1) accounts; (2) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (3) deposit accounts; (4) instruments (including promissory notes); (5) documents (including warehouse receipts); (6) chattel paper (including electronic chattel paper and tangible chattel paper); (7) inventory, including raw materials, work in process, or materials used or consumed in Mortgagor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, goods that are returned, reclaimed or repossessed; (8) goods of every nature, including stock-in-trade, goods on consignment, computer programs embedded in such goods and farm products; (9) equipment, including machinery, vehicles and furniture; (10) fixtures; (11) agricultural liens; (12) as-extracted collateral; (13) letter of credit rights; (14) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, accrued, accruing or to accrue rights and claims under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and policies; (16) all proceeds supporting obligations of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred property; (15) all property of Mortgagor now or hereafter in Mortgagee’s or any Lender’s possession or in transit to as or from, or under the “Awards”)custody or control of, Mortgagee or any Lender, or any affiliate of Mortgagee or any Lender; (17) all cash and cash equivalents thereof; and TOGETHER with (18) all cash and noncash proceeds (including insurance proceeds) of all of Grantor’s rightthe foregoing property, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, products thereof and all additions and appurtenances toaccessions thereto, substitutions therefor and replacements thereof; and (q) Any and all products and proceeds of any of the foregoing, or with respect to the Land, Improvements or Leasehold Estate, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing hereafter acquired byor of the Land, Improvements or released toLeasehold Estate, Grantor and any claim respecting any thereof (pursuant to judgment, condemnation award or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted therebyforegoing or proceeds thereof. For purposes of this Mortgage, immediately the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such acquisition, release, construction, assemblage, placement or conversion, as disposition. The parties intend the definition of Leasehold Premises to be broadly construed and in the case may beof doubt as to whether a particular item is to be included in the definition of Leasehold Premises, and the doubt should be resolved in each such casefavor of inclusion. In the event that Mortgagor acquires any estate or interest in the Land or the Improvements after the date of this Mortgage, including, without limitation, any further mortgagefee title interest, conveyanceestate for years, assignment easement or other act by Grantorestate or interest in real property, this Mortgage shall become subject to automatically create a mortgage lien on any and all after-acquired property, without further action or acknowledgement of the lien of this Deed of Trust as fully and completelyparties, and with the same effect, force and effect and the same priority as though now if Mortgagor owned by Grantor such interest on the date of the recording of this Mortgage and specifically described such estate and interest shall be encumbered hereby and shall be deemed to be included in the definition of “Leasehold Premises” as used herein. TO HAVE AND TO HOLD the Security Property unto TrusteeLeasehold Premises with all rights, for the benefit and security of Beneficiary and the other Secured Partiesprivileges, and their appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementuses and purposes herein expressed.

GRANTING CLAUSES. All The Mortgagor hereby mortgages to the estateMortgagee, and grants to the Mortgagee a mortgage lien on and security interest in, all of the following-described properties, in each case to the full extent of the Mortgagor's right, title and interest of Grantor intherein, to and under, whether now held or derived fromhereafter acquired by the Mortgagor (collectively, the plots, pieces and parcels of "Mortgaged Properties"): (a) the land more particularly described in Exhibit A hereto A, attached hereto, together with all easements, rights, privileges, licenses, tenements, hereditaments and appurtenances in any way now or hereafter relating or appertaining thereto (collectively, the “"Land”"); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and and (b) all buildings and other improvements now or hereafter located or constructed on the Land or any part thereof (hereinafter collectively referred to as the “"Improvements”," and, together with the Land, the "Premises"); and (c) and all of the Mortgagor's right, title and interestin- terest in, if anyto and under any and all offers to lease, leases, rental agreements, agreements of Grantor in sale, sale con- tracts, management contracts or other agreements now or hereafter entered into by the Mortgagor, covering any part of the Mortgaged Properties; and (d) all of the Mortgagor's present and to future rents, royalties, profits, revenues, income, deposits or other benefits arising from the streetsuse, roadsoperation or sale of the Premises, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Landany part thereof (collectively, the air space "Income Stream"); and (e) all furniture, furnishings, fixtures and right equipment now or at any time hereafter attached to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities lo- cated on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining used or to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except be used in any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used way in connection with the Land and the Improvements to the extent the same constitutes real property use, operation or fixtures in the state in which the Land is located (all occupation of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property Premises or any part thereof now (collectively, the "Equipment"); and (f) all of the Mortgagor's contract rights re- lating to the development, construction or hereafter entered intooperation of the Premises and all drawings, plans, specifications, file materials, operating and maintenance manuals and records, warranties, guaranties, appraisals and data relating to the Premises and/or the Equipment, and all amendmentspermits, modificationscertificates, supplementsapprovals and authorizations, additionshowever characterized, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits issued or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property furnished (whether now necessary or in not) for the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale operation or financing use of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business)Premises, including: (i) , without limitation, subdivision approvals, building permits, approvals, consents certificates of occupancy and other authorizationscertificates of operation; and (iig) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of any of the Security Property foregoing into cash or liquidated claims, including including, without limitation, proceeds of hazard and title insurance and all condemnation or other awards and compensation heretofore and hereafter made or payments in respect thereof. SUBJECT, HOWEVER, to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domainencumbrances described in Exhibit A, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementattached hereto.

GRANTING CLAUSES. All Grantor hereby irrevocably and absolutely does by these presents GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, AND SET OVER to Trustee, its successors and assigns, with GENERAL WARRANTY with all powers of sale and all statutory rights under the laws of the State of Maryland, for the benefit of Beneficiary and its successor and assigns, and grants to Trustee a first priority security interest in, all of Grantor’s present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Washington County, or derived fromMaryland, for the plots, pieces benefit of Beneficiary and parcels of land its successors and assigns and more particularly described in Exhibit A “A” attached hereto and incorporated herein by this reference (the “Land”); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land Land, together with all fixtures and items that are to become fixtures thereto (hereinafter collectively referred to as collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the air space Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Grantor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Deed of Trust at the date of receipt of any such award or payment by Grantor or Beneficiary, and of the reasonable counsel fees, costs and disbursements incurred by Grantor or Beneficiary in connection with the collection of such award or payment. ▇▇▇▇▇▇▇ agrees to execute and deliver, from time to time, such further instruments as may be requested by Beneficiary to confirm such assignment to Beneficiary of any such award or payment; (f) Any and all accounts receivable and any right of Grantor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use said air space above and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Grantor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any transferable development and all names under or similar rights appurtenant theretoby which the Land or the Improvements may at any time be operated or known, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the use Land or Improvements; (j) Any and enjoyment all shares of stock, membership or partnership interest or other evidence of ownership of any part of the LandLand or Improvements that is owned by Grantor in common with others, including alleyall water stock relating to the Land or Improvements, drainageif any, mineral, water, oil and gas rights (less and except all documents of membership in any oil, gas and other minerals owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any other rights previously reserved management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or conveyed Improvements and all studies, data and drawings related thereto; and all contracts and agreements of record); TOGETHER Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Grantor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Grantor and Beneficiary with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Maryland Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Grantor located on and used in the operation of the Land or Improvements; (n) All of Grantor’s right, title and interest in and to any deposit accounts and letter of credit rights (as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all propertysubstitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all additions thereto products and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the items hereinafter enumeratedforegoing or of the Land or Improvements, are herein collectively referred and any claim respecting any thereof (pursuant to as judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Deed of Trust, the term “Fixture Property”proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including all removable window without limitation cash proceeds, insurance proceeds, condemnation proceeds, and floor coverings, furniture any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state case of doubt as to whether a particular item is to be included in which the Land is located (the Landdefinition of Premises, the Improvements and doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER Premises with all of Grantor’s rightrights, title privileges and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered intoappurtenances thereunto belonging, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earningsrents, royalties, revenues, issues issues, profits and profits payable thereunder proceeds therefrom, unto Trustee, its successors and assigns, forever, for the rights to enforce, whether at law or in equity or by any other means, all provisions uses and options thereof or thereunder (all purposes herein expressed. THIS DEED OF TRUST IS GIVEN TO SECURE: Payment of the foregoing are hereinafter collectively referred Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to as the “Rents”) and the right during the continuance of an Event of Default to apply the same Grantor by Beneficiary pursuant to the payment and performance Note or Deed of Trust or otherwise advanced under the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claimsLoan Documents, including without limitation advances made by Beneficiary to protect the filing of any proof of claim in any insolvency proceeding under any state, federal Premises or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completelyor to pay taxes, assessments, insurance premiums, and with all other amounts that Grantor has agreed to pay pursuant to the same effectprovisions hereof or that Beneficiary has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), as including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though now owned by Grantor the aggregate amount outstanding at any time may exceed the original principal balance stated herein and specifically described herein. TO HAVE AND TO HOLD in the Security Property unto Trustee, for the benefit and security of Beneficiary Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Deed of Trust, the Note and every other Secured Partiesagreement, document and their successors and assigns, forever, subject instrument to the terms and conditions of which reference is expressly made in this Deed of Trust for or which at any time evidences or secures the ratable benefit Indebtedness evidenced by the Note, and that certain Loan Agreement executed by Grantor and Beneficiary dated of even date herewith (the “Loan Agreement”) (this Deed of Trust, the Note, the Loan Agreement and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Grantor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are hereinafter sometimes collectively referred to as the “Loan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Secured PartiesPremises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Beneficiary against the claims of all persons whomsoever subject to the terms of Permitted Encumbrances (as hereinafter defined); and that the Intercreditor AgreementPremises are unencumbered except as set forth on Beneficiary’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”).

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents, GRANT AND CONVEY, MORTGAGE, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a first priority security interest in, all of Mortgagor’s present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Hillsborough County, or derived fromFlorida, the plots, pieces and parcels of land more particularly described in Exhibit A “A” attached hereto and incorporated herein by this reference (the “Land”); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land Land, together with all fixtures and items that are to become fixtures thereto (hereinafter collectively referred to as collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the air space Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use said air space above and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any transferable development and all names under or similar rights appurtenant theretoby which the Land or the Improvements may at any time be operated or known, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the use Land or Improvements; (j) Any and enjoyment all shares of stock, membership or partnership interest or other evidence of ownership of any part of the LandLand or Improvements that is owned by Mortgagor in common with others, including alleyall water stock relating to the Land or Improvements, drainageif any, mineral, water, oil and gas rights (less and except all documents of membership in any oil, gas and other minerals owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any other rights previously reserved management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or conveyed Improvements and all studies, data and drawings related thereto; and all contracts and agreements of record); TOGETHER Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Florida Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor located on and used in the operation of Grantorthe Land or Improvements; (n) All of Mortgagor’s right, title and interest in and to any deposit accounts and letter of credit rights(as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all propertysubstitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all additions thereto products and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all proceeds of any of the foregoing, including or with respect to the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”)Land or Improvements, including all removable window and floor coveringswithout limitation, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, insurance proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims proceeds of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, involuntary disposition or diminution in value of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired byor of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted therebyforegoing or proceeds thereof. For purposes of this Mortgage, immediately the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such acquisition, release, construction, assemblage, placement or conversion, as disposition. The parties intend the definition of Premises to be broadly construed and in the case may beof doubt as to whether a particular item is to be included in the definition of Premises, and the doubt should be resolved in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien favor of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereininclusion. TO HAVE AND TO HOLD the Security Property unto TrusteePremises with all rights, for the benefit privileges and security of Beneficiary and the other Secured Partiesappurtenances thereunto belonging, and their all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. PROVIDED ALWAYS, that if all of the payments set forth in the Note shall be paid and each and every stipulation, agreement, condition and covenant of the Note, this Mortgage and the other Loan Documents shall be promptly performed, complied with and abided by, then this Mortgage and the estate hereby created shall cease and be null and void. THIS MORTGAGE IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the Note or Mortgage or otherwise advanced under the Loan Documents, including without limitation advances made by Mortgagee to protect the Premises or the lien and interest of this Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof or that Mortgagee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Mortgage, the Note, and every other agreement, document and instrument to which reference is expressly made in this Mortgage or which at any time evidences or secures the Indebtedness evidenced by the Note and that certain Loan Agreement executed by Mortgagee and Mortgagor dated of even date herewith (the “Loan Agreement”) (this Mortgage, the Note, the Loan Agreement and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Mortgagor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are hereinafter sometimes collectively referred to as the “Loan Documents”). Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever subject to the terms Permitted Encumbrances (as hereinafter defined); and conditions of this Deed of Trust for that the ratable benefit of Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Secured Parties, subject to Premises (the terms of the Intercreditor Agreement“Permitted Encumbrances”).

GRANTING CLAUSES. All The Lessor hereby grants, conveys, assigns, transfers, mortgages and pledges to the estateIndenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the Indenture Trustee in, the following described property, rights and privileges, whether now owned or held or hereafter acquired (herein called the "Indenture Estate"), to wit, all right, title and interest of Grantor inthe Lessor, to now existing or hereafter arising, in and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s to: Granting Clause First --------------------- The entire right, title and interest of the Lessor in and to the land described in Schedule A attached hereto (the "Site") including the Lessor's rights under the Option and Estate for Years Agreement with respect to the Site and the Three Party Agreement with respect to the Site, together with (a) all right, title and interest of Lessor in and to all buildings, structures and other improvements, now standing or at any time hereafter constructed or placed upon the Site, including, without limitation, all right, title and interest of Lessor in and to all fixtures of every kind and nature on the Site or in any such building, structure or other improvements (said buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and interest of Lessor in and to all and singular the tenements, hereditaments, appurtenances and all the estates and easements, rights of Grantor way, rights, privileges and appurtenances in and to the Land; TOGETHER with Site, belonging or in any way appertaining thereto, including, without limitation, all of Grantor’s right, title and interest of Lessor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all claims or demands of Lessor in and to any and all buildings and improvements now law or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightin equity, title and interestin possession or expectancy of, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the property described in this Granting Clause First which are, subject to the extent provisions of Granting Clause Second, hereby specifically assigned, transferred and set over to Indenture Trustee, it being the same constitutes real property or fixtures in the state in which the Land is located (all intention of the foregoingparties hereto that, including so far as may be permitted by law, all property of the items hereinafter enumeratedcharacter hereinabove described which is now owned or held or is hereafter acquired by Lessor and is affixed, are herein collectively referred to as the “Fixture Property”), including all removable window attached and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, annexed to the extent Site shall be and remain or become and constitute a portion of the same constitutes real property or fixtures in Indenture Estate and the state in which security covered by and subject to the Land is located (Lien of the Land, Mortgage. The Site together with the Improvements and the Fixture Property other property described in this Granting Clause First relating thereto are hereinafter herein collectively referred to as called the “Security "Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement".

GRANTING CLAUSES. All In order to secure the estate, right, title payment and interest performance of the Obligations and any other obligations of Grantor inhereinafter set forth, Grantor does hereby irrevocably bargain, sell, give, grant and convey unto Trustee and Trustee’s successors and assigns in trust, with power of sale, under and subject to and underthe terms hereof, or derived fromfor the benefit of Beneficiary, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right's interest and estate, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements whether now owned or hereafter located on acquired (whether fee, leasehold, legal or equitable) and whether the Land same now exist or hereafter come into existence (hereinafter collectively referred to as the “ImprovementsMortgaged Property”): (a) Grantor’s undivided fee simple estate and all rightthe tracts or parcels of real property lying and being in the County of Bladen, title State of North Carolina as more particularly described in Exhibit “A” attached hereto and interestby this reference incorporated herein; and (b) All buildings, if any, structures and improvements of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements every nature whatsoever now or hereafter affecting situated on the LandSite, royalties and all rights appertaining gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes, which are or shall be attached to said buildings, structures or improvements and all other furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property of every kind and nature whatsoever now or hereafter owned by Grantor and located in, on or about, or used or intended to be used with or in connection with the use and use, operation or enjoyment of the LandMortgaged Property, including alleyall extensions, drainageadditions, mineralimprovements, waterbetterments, oil renewals and gas rights (less replacements of any of the foregoing and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s the right, title and interest of Grantor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property subject to or covered by any prior security agreement, conditional sales contract, chattel mortgage or similar lien or claim, together with the benefit of any deposits or payments now or hereafter made by Grantor or on behalf of Grantor, all trade-names, trademarks, servicemarks, logos and goodwill related thereto which in any way now or hereafter belong, relate or appertain to the Mortgaged Property or any part thereof or are now or hereafter acquired by Grantor (excluding trademarks or tradenames which appertain to the operation of Grantor's business rather than the operation of the Facility); and all insurance and other proceeds of any of the property described hereinabove, all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the Mortgaged Property as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Obligations and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached be secured by this Instrument. The location of the above described collateral is also the location of the Site. The property described in this subsection (b) is herein referred to and used in connection with collectively as the Land “Improvements”; the Improvements and the Improvements to the extent the same constitutes real property or fixtures Grantor’s estate in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, Site are herein collectively referred to as the “Fixture PropertyFacility”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located ; (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all c) All of Grantor’s right, title and interest interest, under, in and to any the Leases and all leasescontracts, subleasesfranchises, lettings licenses, agreements, permits and licenses other documents, together with any additions or changes to and any extensions, revisions or modifications of all such contracts, franchises, licenses, agreements, permits and other documents (collectively, the “Contracts”), whether now existing or hereafter entered into in relating to the development, ownership, maintenance and operation of the Security Facility and all proceeds of any of the property described hereinabove, including, without limitation, all insurance proceeds; and (d) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to the Mortgaged Property or any part thereof thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained acquired by Grantor and relating to the Security Property reversion and all proceeds of the conversionreversions, voluntary or involuntaryremainder and remainders, of the Security Mortgaged Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made from time to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereintime accruing. TO HAVE AND TO HOLD FOREVER the Security Mortgaged Property unto and all parts, rights, members and appurtenances thereof, to Trustee and the heirs, successors and assigns of Trustee, for upon the benefit and security of Beneficiary and the other Secured Partiestrusts, and their successors and assigns, forever, subject to the terms and conditions and for the uses hereinafter set forth, and Grantor covenants that Grantor is lawfully seized and possessed of the Mortgaged Property as aforesaid, and has good right to convey the same, that the same is unencumbered except for Permitted Liens, and that Grantor does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to Permitted Liens. This conveyance is intended to operate and is to be construed as a deed of trust under the laws of the State of North Carolina relating to deeds of trust, and not as a mortgage, and is given to secure the payment and performance by Grantor and Smithfield of their respective Obligations under the Operative Documents, including without limitation the following: (i) The debt evidenced by the Credit Agreement, as the same may be amended, modified or assigned from time to time executed by Grantor and Smithfield, payable to Beneficiary, with final payment being due as provided in the Credit Agreement, unless extended in accordance with the Credit Agreement, including, without limitation, principal, interest, late charges, fees and other amounts due with respect to the Obligations or this Instrument. This Deed of Trust secures all present and future loan disbursements made by the Beneficiary pursuant to the Credit Agreement, and all other sums from time to time owing to the Beneficiary pursuant to the Credit Agreement. The amount of the present disbursement secured hereby is One Hundred Million and NO/100 Dollars $100,000,000, and the maximum principal amount which may be secured hereby at any one time is One Hundred Fifty Million and NO/100 Dollars ($150,000,000.00). The time period within which such future disbursements are to be made is the period between the date hereof and the date fifteen (15) years from the date hereof. Disbursements secured hereby shall not be required to be evidenced by a “written instrument or notation” as described in Section 45-68(2) of the North Carolina General Statutes, it being the intent of the parties that the requirements of Section 45-68(2) for a “written instrument or notation” for each advance shall not be applicable to disbursements made under the Credit Agreement; (ii) Any and all additional advances made by Beneficiary or the Trustee (a) to protect or preserve the Mortgaged Property or the lien hereof on the Mortgaged Property; (b) to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Property; (c) for the ratable benefit payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Beneficiary for the enforcement and protection of the Secured PartiesMortgaged Property or the lien of this Instrument; (d) for all legal fees, subject costs and other expenses incurred by Beneficiary by reason of any default or otherwise in connection with the Obligations; and (e) as otherwise permitted pursuant to Article 7 of Chapter 45 of the North Carolina General Statutes (whether or not the original Grantor remains the owner of the Mortgaged Property at the time of such advances). Should the Obligations secured by this Instrument be paid and performed according to the terms tenor and effect thereof when the same shall become due and payable, and should Grantor perform all covenants herein contained in a timely manner, then this Instrument shall be cancelled and surrendered upon the request and at the expense of the Intercreditor AgreementGrantor.

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents, GRANT AND CONVEY, MORTGAGE, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a second priority security interest in, all of Mortgagor’s present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Hillsborough County, or derived fromFlorida, the plots, pieces and parcels of land more particularly described in Exhibit A “A” attached hereto and incorporated herein by this reference (the “Land”); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land Land, together with all fixtures and items that are to become fixtures thereto (hereinafter collectively referred to as collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the air space Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Guaranteed Obligations (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use said air space above and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any transferable development and all names under or similar rights appurtenant theretoby which the Land or the Improvements may at any time be operated or known, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the use Land or Improvements; (j) Any and enjoyment all shares of stock, membership or partnership interest or other evidence of ownership of any part of the LandLand or Improvements that is owned by Mortgagor in common with others, including alleyall water stock relating to the Land or Improvements, drainageif any, mineral, water, oil and gas rights (less and except all documents of membership in any oil, gas and other minerals owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any other rights previously reserved management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or conveyed Improvements and all studies, data and drawings related thereto; and all contracts and agreements of record); TOGETHER Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Florida Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor located on and used in the operation of Grantorthe Land or Improvements; (n) All of Mortgagor’s right, title and interest in and to any deposit accounts and letter of credit rights(as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all propertysubstitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all additions thereto products and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all proceeds of any of the foregoing, including or with respect to the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”)Land or Improvements, including all removable window and floor coveringswithout limitation, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, insurance proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims proceeds of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, involuntary disposition or diminution in value of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired byor of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted therebyforegoing or proceeds thereof. For purposes of this Mortgage, immediately the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such acquisition, release, construction, assemblage, placement or conversion, as disposition. The parties intend the definition of Premises to be broadly construed and in the case may beof doubt as to whether a particular item is to be included in the definition of Premises, and the doubt should be resolved in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien favor of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereininclusion. TO HAVE AND TO HOLD the Security Property unto TrusteePremises with all rights, for the benefit privileges and security of Beneficiary and the other Secured Partiesappurtenances thereunto belonging, and their all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. PROVIDED ALWAYS, that if all of the payments set forth in the Guaranty shall be paid and each and every stipulation, agreement, condition and covenant of the Guaranteed Obligations shall be promptly performed, complied with and abided by, then this Mortgage and the estate hereby created shall cease and be null and void. THIS MORTGAGE IS GIVEN TO SECURE: Payment and performance of the Guaranteed Obligations; advances made by Mortgagee to protect the Premises or the lien and interest of this Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Mortgage. This Mortgage, the Guaranty, and all such other agreements, documents and instruments, are hereinafter sometimes collectively referred to as the “Loan Documents”. Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever subject to the terms Permitted Encumbrances (as hereinafter defined); and conditions that the Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”). Notwithstanding anything contained in this Mortgage to the contrary, in the event of the foreclosure of this Deed Mortgage, the maximum recovery of Trust for Mortgagee in the ratable benefit event of the Secured Parties, subject to the terms sale of the Intercreditor AgreementPremises to a purchaser other than Mortgagee, and the maximum credit to be allowed to Mortgagee in bidding upon the Premises at a foreclosure sale under this Mortgage, shall be $5,448,000.00, plus such amounts as may be awarded in the foreclosure decree for interest, costs, attorneys’ fees, and monies advanced for insurance premiums, taxes and preservation of the Property.

GRANTING CLAUSES. All ALL of the estate, right, title and interest of the Grantor inin and to all of those certain lot(s), to and under, piece(s) or derived from, the plots, pieces and parcels parcel(s) of land more particularly described in Exhibit A on Schedule "A" attached hereto and made a part hereof for all purposes, and all tenements, hereditaments, servitudes, appurtenances, rights, privileges, and immunities belonging or appertaining thereto (the “foregoing is collectively referred to as the "Land”"); and TOGETHER with WITH, all of Grantor’s the estate, right, title and interest of the Grantor, as lessor, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now or hereafter be entered into in respect of the Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated and all subleases, licenses, occupancy agreements or concessions whereby any Person has agreed to pay money or any consideration to the Grantor for the use, possession or occupancy of the Mortgaged Property or any part thereof, and all rents, income, profits, benefits, avails, advantages and claims against guarantors under any thereof (each of the foregoing is referred to as a "Lease" and collectively are referred to as the "Leases") and all rights in and to any deposits of cash, securities or other property which may be held at any time and from time to time by Grantor as the tenementslessor under the Leases to secure the performance of the covenants, hereditamentsconditions and agreements to be performed by any lessee thereunder; TOGETHER WITH, appurtenances all of the estate, right, title and interest of the Grantor, as lessee, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now or hereafter be entered into by Grantor as lessee in respect of the estates Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated (each of the foregoing is referred to as a "Ground Lease" and collectively are referred to as the "Ground Leases") and all rights in and to any deposits of cash, securities or other property which may be held at any time and from time to time by any lessor under a Ground Lease to secure the performance of the covenants, conditions and agreements to be performed by Grantor as lessee thereunder and any option or right of first refusal to purchase the fee simple title to the Land, or any greater interest therein that Grantor now owns; and TOGETHER WITH, all right, title and interest of Grantor in and to all structures, buildings, facilities and other improvements thereto or thereon situate heretofore or hereafter erected or placed on the Land; TOGETHER with all of Grantor’s right, title and interest in and to any all building materials, equipment and all buildings fixtures of every kind and improvements nature now or hereafter located on the Land (hereinafter the foregoing is collectively referred to as the “"Improvements”"); and TOGETHER WITH, all right, title and interest of Grantor in and to all tenements, hereditaments, rights, rights-of-way, easements, privileges, liberties, riparian rights and appurtenances thereunto belonging, or in any way appertaining to the Real Property (as such term is defined herein) (including, without limitation, all rights relating to storm and sanitary sewer, water, gas, electric, railway and telephone services); all right, title and interest, if any, of the Grantor in and to all gas, oil, minerals, coal and other substances of any kind or character underlying such Real Property; all estate, claim, demand, right, title or interest, if any, of the streetsGrantor in and to any street, roadsroad, sidewalks highway, or alley (vacated or otherwise) adjoining said Real Property or any part thereof (the foregoing is collectively referred to as the "Appurtenances"); and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant theretoTOGETHER WITH, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest of Grantor in and to all machinery, equipment, fixtures, furniture, fittings, inventory, appliances, tools, accessories, building or construction materials and other property of every kind whatsoever owned by Grantor (and, with respect to a lease of any of the foregoing, to the extent of Grantor's rights as a lessee thereunder), or in which Grantor has any right, title or interest, now or hereafter attached to, or located in or upon, or used in connection with, the Real Property, together with any and all additions thereto, substitutions therefor, and repairs, replacements, improvements, and restorations thereof (including, without limitation, all elevators, escalators, utility installations, plumbing, boilers, heating, lighting, ventilation, air conditioning equipment, roof tanks, motors, steam piping, sprinkler systems, cleaning equipment, spare parts of any kind whatsoever, and other installations and fixtures of every kind whatsoever), and all cash and non-cash proceeds thereof, all of which shall be deemed to be and remain and form a part of the realty (to the maximum extent permitted by law) and are covered by the lien of this Mortgage (the foregoing is collectively referred to as the "Equipment"); and TOGETHER WITH, all right, title and interest of Grantor in and to all contracts, agreements, options, rights of first refusal or rights of first offer and other agreements, understandings or arrangements relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Real Property or any part thereof, and all income, profits, benefits, avails, advantages and claims against guarantors under any of them (the foregoing is collectively referred to as the "Contracts"); and TOGETHER WITH, all right, title and interest of Grantor in and to all licenses, permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Property or any part thereof, (all of the foregoing is collectively referred to as the "Permits"); and TOGETHER WITH, all right, title and interest of Grantor in and to all drawings, plans, specifications and similar or related items relating to the Real Property (the foregoing is collectively referred to as the "Plans"); and TOGETHER WITH, all right, title and interest of Grantor in and to any and all propertyawards, damages, payment and other compensation, and any and all additions thereto claims therefor and substitutions rights thereto, which may result from taking or replacements thereof now injury by virtue of the exercise of the power of eminent domain, or hereinafter contained any damage, injury or attached to and used destruction in connection with the Land and the Improvements any manner caused to the extent Real Property or the same constitutes real property improvements thereon, or fixtures in any part thereof (the state in which the Land foregoing is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Condemnation Awards"); and TOGETHER WITH, including all removable window right, title and floor coverings, furniture interest of Grantor in and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent insurance policies required to be maintained by the same constitutes real property Grantor pursuant to the Credit Agreement or fixtures in this Mortgage ( the state in which the Land foregoing is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title "Insurance Policies") and interest in and to any and all leasesproceeds of insurance policies of every kind whatsoever, subleasesincluding title insurance (and all unearned premiums thereon), lettings and licenses of the Security Property or any part thereof now or hereafter entered intopayable by reason of any damage or destruction to the Real Property, whether payable under the Insurance Policies or otherwise, and all amendments, modifications, supplements, additions, extensions and renewals thereof interest thereon (all of the foregoing are hereinafter is collectively referred to as the “Leases”), including cash "Insurance Policies and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claimsProceeds"); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.and

GRANTING CLAUSES. All For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure the prompt and complete payment and performance of the Secured Obligations of Mortgagor (collectively, the “Obligations”); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE, WITH MORTGAGE COVENANTS: the Land; all right, title and interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof, and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to the Real Estate or any part thereof; all right, title and interest of Grantor Mortgagor in, to and underunder all easements, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s rightway, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightlicenses, title and interestoperating agreements, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining Real Estate to the use and enjoyment center line thereof; all of the Landfixtures, including alleychattels, drainagebusiness machines, mineralmachinery, waterapparatus, oil equipment, furnishings, fittings, appliances and gas rights (less articles of personal property of every kind and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertynature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or hereinafter subsequently attached to, or contained in or attached to and used or usable in any way in connection with any operation or letting of the Land and Real Estate, including but without limiting the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all generality of the foregoing, including the items hereinafter enumeratedall screens, are herein collectively referred to as the “Fixture Property”)awnings, including all removable window shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and floor coveringswindows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioningconditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and elevator plants, cooking facilities, vacuum cleaning unloading equipment and systems, call systemsstoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, equipment, fittings and fixtures, to fixtures of every kind and description (all of the extent the same constitutes real property or fixtures foregoing in the state in which the Land is located this paragraph (the Land, the Improvements and the Fixture Property are hereinafter collectively d) being referred to as the “Security PropertyEquipment”); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Real Estate and the Equipment, subsequently acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor on the Real Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further deed, conveyance, assignment or other act by Mortgagor; all right, title and interest of Mortgagor in, to and under all leases, subleases, lettings underlettings, concession agreements, management agreements, licenses and licenses other agreements relating to the use or occupancy of the Security Property Real Estate or the Equipment or any part thereof thereof, now existing or hereafter subsequently entered into, into by Mortgagor and whether written or oral and all amendments, modifications, supplements, additions, extensions and renewals thereof (all guarantees of any of the foregoing are hereinafter collectively referred (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to as time, the “Leases”), including and all rights of Mortgagor in respect of cash and securities deposited thereunder (as down payments, security deposits or otherwise), and the right to receive and collect the rents, security depositsrevenues, income, proceeds, earnings, royalties, revenuesrents, issues and profits payable thereunder thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the rights to enforce, whether at law or in equity or by any other means, all provisions use and options thereof or thereunder (all enjoyment of the foregoing are hereinafter collectively referred to Mortgaged Property (as defined below) (collectively, the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue premiums under insurance policies now or hereafter subsequently obtained by Grantor and Mortgagor relating to the Security Property Real Estate or Equipment and Mortgagor’s interest in and to all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, any such insurance policies (including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and compensation heretofore other compensation, including the interest payable thereon and hereafter the right to collect and receive the same, made to the present and all or any subsequent owners owner of the Security Property by any governmental Real Estate or other lawful authorities Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Real Estate or any easement or other right therein; to the extent not prohibited under the applicable contract, including awards for consent, license or other item unless the appropriate consent has been obtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any change manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of grade the Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of streets any portion of the Real Estate or any property which is adjacent or peripheral to the Real Estate, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Estate or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate; and all proceeds, both cash and noncash, of the foregoing; ; provided, however, that any Excluded Collateral (as defined in the U.S. Security Agreement) shall be excluded from the lien and security interest of this Mortgage. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in the foregoing clauses (a) through (c) are hereinafter collectively referred to as the “AwardsPremises”, and those described in the foregoing clauses (a) through (i) are collectively referred to as the “Mortgaged Property”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property and the rights and privileges hereby mortgaged unto TrusteeMortgagee, its successors and assigns for the uses and purposes set forth, until the Obligations are fully paid and performed, provided, however, that the condition of this Mortgage is such that if the Obligations are fully paid and performed, then the estate hereby granted shall cease, terminate and become void. This Mortgage covers present and future advances and re-advances, in the aggregate amount of the obligations secured hereby, made by the Secured Parties for the benefit and security of Beneficiary Mortgagor, and the other Secured Parties, lien of such future advances and their successors and assigns, forever, subject re-advances shall relate back to the terms and conditions date of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor AgreementMortgage.

GRANTING CLAUSES. All The Lessor hereby grants, conveys, assigns, transfers, mortgages and pledges to the estateIndenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the Indenture Trustee in, the following described property, rights and privileges, whether now owned or held or hereafter acquired (herein called the "Indenture Estate"), to wit, all right, title and interest of Grantor inthe Lessor, to now existing or hereafter arising, in and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s to: Granting Clause First --------------------- The entire right, title and interest of the Lessor in and to the land described in Schedule A attached hereto (the "Site"), together with (a) all right, title and interest of Lessor in and to all buildings, structures and other improvements, now standing or at any time hereafter constructed or placed upon the Site, including, without limitation, all right, title and interest of Lessor in and to all fixtures of every kind and nature on the Site or in any such building, structure or other improvements (said buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and interest of Lessor in and to all and singular the tenements, hereditaments, appurtenances and all the estates and easements, rights of Grantor way, rights, privileges and appurtenances in and to the Land; TOGETHER with Site, belonging or in any way appertaining thereto, including, without limitation, all of Grantor’s right, title and interest of Lessor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all claims or demands of Lessor in and to any and all buildings and improvements now law or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightin equity, title and interestin possession or expectancy of, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the property described in this Granting Clause First which are, subject to the extent provisions of Granting Clause Second, hereby specifically assigned, transferred and set over to Indenture Trustee, it being the same constitutes real property or fixtures in the state in which the Land is located (all intention of the foregoingparties hereto that, including so far as may be permitted by law, all property of the items hereinafter enumeratedcharacter hereinabove described which is now owned or held or is hereafter acquired by Lessor and is affixed, are herein collectively referred to as the “Fixture Property”), including all removable window attached and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, annexed to the extent Site shall be and remain or become and constitute a portion of the same constitutes real property or fixtures in Indenture Estate and the state in which security covered by and subject to the Land is located (Lien of the Land, Mortgage. The Site together with the Improvements and the Fixture Property other property described in this Granting Clause First relating thereto are hereinafter herein collectively referred to as called the “Security "Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement".

GRANTING CLAUSES. All The Issuer and the Company, in consideration of the execution and delivery by the Bank of the Indenture and the purchase and acceptance of the Bonds by the holders and owners thereof and for other good and valuable consideration, receipt of which is hereby acknowledged, and in order to secure (1) the payment of the principal of, premium, if any, and interest on the Bonds, issued in the original aggregate principal amount of $3,500,000 according to their tenor and effect, (2) the payment of all other sums required to be paid hereunder and under the Indenture, the Reimbursement Agreement and the other Financing Documents, and (3) the performance and observance by the Issuer and the Company of all of the covenants, agreements, representations and warranties herein and in the Indenture, the Guaranty and the other Financing Documents (all of the above in (1) through (3) being collectively referred to herein as the "Mortgage Indebtedness"); hereby warrant, assign, mortgage, hypothecate, pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on and security interest in, set over and confirm unto the Bank and their respective successors and assigns forever, all of the estate, right, title and interest of Grantor the Issuer and the Company in, to and underunder any and all of the following described property (the "Mortgaged Property"), whether now owned or derived from, the plots, pieces and parcels of land held or hereafter acquired: (A) The Land (as more particularly described in Exhibit A hereto attached hereto), together with the appurtenances thereto and the title in and to any portion of the Land lying in the streets and roads in front of and adjoining said the Land; (B) All buildings, structures, improvements and appurtenances now standing, or at any time hereafter constructed or placed, upon the “Land”); TOGETHER with Land or any part thereof, including all of Grantor’s right, title and interest of the Issuer and the Company in and to all building materials and fixtures of every kind and nature whatsoever on the tenements, hereditaments, appurtenances and all the estates and rights of Grantor Land or in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements building now or hereafter located standing on the Land or any part thereof, including, without limitation, the Facility; (hereinafter collectively referred to C) The Equipment (as the “Improvements”) more particularly described in Exhibit B attached hereto), together with all repairs, replacements, improvements, substitutions and renewals thereof and therefor, and all rightparts, title accessories and interestadditions incorporated therein or affixed thereon; (D) All easements, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainageroyalties, mineral, water, oil and gas rights and profits, water, water rights and water stock relating to the Land necessary for the ownership, operation, use and maintenance of the Facility; (less E) Any and except any oilall moneys and securities from time to time held by the Bank under the terms of this Mortgage and the Indenture (other than moneys and securities held in the Rebate Fund), gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertyother Property of every name and nature, from time to time hereinafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred as and all additions thereto and substitutions for additional security hereunder by the Issuer or replacements thereof now by anyone on its behalf or hereinafter contained or attached to and used with its written consent in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all favor of the foregoing, including Bank; (F) All rights and interests of the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures Issuer in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all moneys due or to become due to the Issuer and any and all other rights and remedies of the Issuer under or arising out of the Installment Sale Agreement (except the Unassigned Rights, and moneys payable pursuant to the Unassigned Rights); provided, that the assignment made by this clause shall not impair or diminish any obligation of the Issuer under the Installment Sale Agreement; provided, further, however, that the assignment made by this clause shall not give to the Bank the right to amend the Installment Sale Agreement without the prior written consent of the Issuer; (G) All leases, subleases, lettings licenses, contract rights, general intangibles and licenses other agreements affecting the use, operation or occupancy of all or any portion of the Security Property Facilities or any part thereof the other real property described above now or hereafter entered into, including, but not limited to, any and all amendmentsrights therein under and pursuant to the Installment Sale Agreement (except the Unassigned Rights) and the right to receive and apply the rents, modifications, supplements, additions, extensions issues and renewals thereof (all profits of the foregoing are hereinafter collectively referred Land or the Facility or the other real property described above to as the “Leases”)payment of the Mortgage Indebtedness; (H) All proceeds of and any unearned premiums on any insurance policies covering the Land, including cash and securities deposited thereunder (as down paymentsthe Facility or the Equipment or the other real property described above, security deposits or otherwise)including, without limitation, the right to receive and collect apply the rentsproceeds of any insurance or judgments, security depositsor settlements made in lieu thereof, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights for damage to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same foregoing, subject to the payment and performance Company's right to use such insurance proceeds or condemnation award for restoration of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity Project Facility as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or provided in the future existingInstallment Sale Agreement; (I) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and All other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, whether voluntary or involuntary, of the Security Land, the Facility or the Equipment, or any other Property or rights encumbered or conveyed hereby into cash or liquidated claims, including proceeds of including, without limitation, all title insurance, hazard insurance, Condemnation and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets awards; and (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all J) All extensions, improvementsadditions, betterments, renewals, substitutes substitutions and replacements of, and all additions and appurtenances to, accessions with respect to any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereinforegoing. TO HAVE AND TO HOLD the Security foregoing Mortgaged Property unto Trusteethe Bank and its successors and assigns forever; SUBJECT, for HOWEVER, to the benefit Permitted Encumbrances; EXCEPTING, THEREFROM, the Unassigned Rights; PROVIDED, HOWEVER, that, if (A) there shall be no Event of Default under the Indenture, (B) the Issuer and security of Beneficiary the Company shall perform and observe all the covenants to be performed and observed hereunder and perform all obligations under the Indenture, the Installment Sale Agreement and the other Secured Parties, Financing Documents to which they are parties and their successors and assigns, forever, subject (C) the Company has paid or caused to be paid to the Bank all sums or money due or to become due to it in accordance with the terms and conditions of this Deed of Trust for the ratable benefit provisions hereof and of the Secured Partiesother Financing Documents to which it is a party, subject including, without limitation all amounts owed under all indemnification provisions, then upon such final payments and such performance and observance, this Mortgage and the rights hereby granted shall cease, terminate and be void; otherwise, this Mortgage to the terms of the Intercreditor Agreementbe and remain in full force and effect.

GRANTING CLAUSES. All Grantor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, WITH GENERAL WARRANTY, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Grantee, its successors and assigns, WITH ALL POWERS OF SALE (if any) and all statutory rights under the laws of , and grants to Grantee, a security interest in, all of Grantor’s present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in County, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A “A” attached hereto and incorporated herein by this reference (the “Land”); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land Land, together with all fixtures and items that are to become fixtures thereto (hereinafter collectively referred to as collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in anyway appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, the air space apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures and right to use said air space above the Land property of every kind and any transferable development or similar rights appurtenant theretonature whatsoever, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting located in or upon or affixed to the LandLand or Improvements, royalties or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Grantor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all rights appertaining to the use elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and enjoyment of the Land, including alley, drainage, mineral, watercompressors; and all cranes and craneways, oil storage, sprinkler/fire protection and gas rights (less water service equipment; and except also including any oil, gas of such property stored on the Land or Improvements or in warehouses and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and intended to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and be used in connection with or incorporated into the Land and or Improvements or for the Improvements to the extent the same constitutes real property or fixtures in the state pursuit of any other activity in which Grantor may be engaged on the Land is located (or Improvements, and including without limitation all of the foregoingtools, including the items hereinafter enumeratedmusical instruments and systems, are herein collectively referred to as the “Fixture Property”)audio or video equipment, including all removable cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, furniture and furnishingsdecorative fixtures, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilitiescleaning apparatus, vacuum and cleaning systemsequipment, call systemsrefrigeration equipment, sprinkler systems cables, computers and other fire prevention and extinguishing apparatus and materialscomputer equipment, motorssoftware, machinerybooks, pipessupplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, fittings apparatus, goods, systems, fixtures, and fixturesproperty are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; and as to any of the property aforesaid which may not be deemed to form a part and parcel of the Land or may not constitute a “fixture” (as such term is defined in the Uniform Commercial Code), this Security Deed is hereby deemed to be, as well, a security agreement under the Uniform Commercial Code for the purpose of creating a security interest in such property, which Grantor hereby grants to Grantee as Secured Party, for the benefit of the Grantee (as such term is defined in the Uniform Commercial Code); (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with of all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, amounts which may be necessary to preserve, protect or enforce such rights or claims, including secured by this Security Deed at the filing date of receipt of any proof such award or payment by Grantor or Grantee, and of claim the reasonable counsel fees, costs and disbursements incurred by Grantor or Grantee in connection with the collection of such award or payment. Grantor agrees to execute and deliver, from time to time, such further instruments as may be requested by Grantee to confirm such assignment to Grantee of any insolvency proceeding under any state, federal such award or other laws and any rights, claims or awards accruing to or payment. The parties intend the definition of Premises to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title broadly construed and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising case of doubt as to whether a particular item is to be included in connection withthe definition of Premises, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing doubt should be resolved in favor of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereininclusion. TO HAVE AND TO HOLD the Security Property unto TrusteePremises with all rights, for the benefit privileges and security of Beneficiary and the other Secured Partiesappurtenances thereunto belonging, and their all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Grantee, its successors and assigns, forever, subject for the uses and purposes herein expressed forever in fee simple. THIS SECURITY DEED IS A DEED CONVEYING TITLE PURSUANT TO THE LAWS OF AND IS NOT A MORTGAGE, AND IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Grantee pursuant to the terms and conditions Note or Security Deed or otherwise advanced under the Loan Documents (the “Loan”), including without limitation advances made by Grantee to protect the Premises or the lien or interest of this Security Deed of Trust for or to pay taxes, assessments, insurance premiums, and all other amounts that Grantor has agreed to pay pursuant to the ratable benefit provisions hereof or that Grantee has incurred by reason of the Secured Partiesoccurrence of an Event of Default (as hereinafter defined), subject including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Security Deed, the Note, and every other agreement, document and instrument to which reference is expressly made in this Security Deed or which at any time evidences or secures the Indebtedness evidenced by the Note (this Security Deed, the Note and all such other agreements, documents and instruments evidencing, securing and otherwise relating to the terms Note, but excluding the certain Environmental Indemnification Agreement executed of even date herewith by Grantor, that certain Guaranty of Affiliate Loans executed of even date herewith by Grantor, and that certain Junior Deed to Secure Debt and Security Agreement executed of even date herewith by Grantor, are hereinafter sometimes collectively referred to as the “Loan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Intercreditor AgreementPremises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Grantee against the claims of all persons whomsoever; and that the Premises are unencumbered except as set forth on Grantee’s title insurance policy dated on or about even date herewith regarding the Premises.

GRANTING CLAUSES. All Grantor hereby irrevocably and absolutely does by these presents GRANT, CONVEY, WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Grantee, and its successors and assigns, with all powers of sale and all statutory rights under the laws of the State of Georgia, and grants to Grantee, a first priority security interest in, all of Grantor’s present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the “Premises”): (a) That certain real property situated in Gwinnett County, or derived fromGeorgia, for the plots, pieces benefit of Grantee and parcels of land its successors and assigns and more particularly described in Exhibit A “A” attached hereto and incorporated herein by this reference (the “Land”); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land Land, together with all fixtures and items that are to become fixtures thereto (hereinafter collectively referred to as collectively, the “Improvements”); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the air space Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Grantor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Deed at the date of receipt of any such award or payment by Grantor or Grantee, and of the reasonable counsel fees, costs and disbursements incurred by Grantor or Grantee in connection with the collection of such award or payment. Grantor agrees to execute and deliver, from time to time, such further instruments as may be requested by Grantee to confirm such assignment to Grantee of any such award or payment; (f) Any and all accounts receivable and any right of Grantor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use said air space above and operation of the Land or Improvements (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Grantor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any transferable development and all names under or similar rights appurtenant theretoby which the Land or the Improvements may at any time be operated or known, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the use Land or Improvements; (j) Any and enjoyment all shares of stock, membership or partnership interest or other evidence of ownership of any part of the LandLand or Improvements that is owned by Grantor in common with others, including alleyall water stock relating to the Land or Improvements, drainageif any, mineral, water, oil and gas rights (less and except all documents of membership in any oil, gas and other minerals owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any other rights previously reserved management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or conveyed Improvements and all studies, data and drawings related thereto; and all contracts and agreements of record); TOGETHER Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements; (l) Any and all of Grantor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Grantor and Grantee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Georgia Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Grantor and located on and used in the operation of the Land or Improvements; (n) All of Grantor’s right, title and interest in and to any deposit accounts and letter of credit rights (as defined in the UCC) relating to the operation of the Land or Improvements; (o) Any and all propertysubstitutions, accessions, additions and replacements to any of the foregoing; and (p) Any and all additions thereto products and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all proceeds of any of the foregoing, including or with respect to the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”)Land or Improvements, including all removable window and floor coveringswithout limitation, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, insurance proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims proceeds of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, involuntary disposition or diminution in value of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired byor of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted therebyforegoing or proceeds thereof. For purposes of this Deed, immediately the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such acquisition, release, construction, assemblage, placement or conversion, as disposition. The parties intend the definition of Premises to be broadly construed and in the case may beof doubt as to whether a particular item is to be included in the definition of Premises, and the doubt should be resolved in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien favor of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereininclusion. TO HAVE AND TO HOLD the Security Property Premises with all rights, privileges and appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, for the uses and purposes herein expressed. THIS DEED IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Grantee pursuant to the Note or Deed or otherwise advanced under the Loan Documents, including without limitation advances made by Grantee to protect the Premises or the lien of this Deed or to pay taxes, assessments, insurance premiums, and all other amounts that Grantor has agreed to pay pursuant to the provisions hereof or that Grantee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Deed, the Note and every other agreement, document and instrument to which reference is expressly made in this Deed or which at any time evidences or secures the Indebtedness evidenced by the Note (this Deed, the Note, and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Grantor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are hereinafter sometimes collectively referred to as the “Loan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Grantee against the claims of all persons whomsoever subject to the terms Permitted Encumbrances (as hereinafter defined); and conditions of this Deed of Trust for that the ratable benefit of Premises are unencumbered except as set forth on Grantee’s title insurance policy dated on or about even date herewith regarding the Secured Parties, subject to Premises (the terms of the Intercreditor Agreement“Permitted Encumbrances”).

GRANTING CLAUSES. In order to secure the repayment of the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Mortgagee, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, and to declare the terms and conditions upon which the Obligations are to be secured, the Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, and its respective assigns the following (all of which are hereinafter collectively called the "Mortgaged Property"): All the estate, right, title and interest of Grantor in, the Mortgagor in and to those fee and under, or derived from, the plots, pieces and parcels of land more particularly leasehold estates in real property described in Exhibit A hereto (the “Land”); TOGETHER "A" hereto, subject in each case to those matters set forth in such Exhibit, together with all of Grantor’s buildings, improvements, fixed assets, personalty and fixtures now or in the future annexed, affixed or attached to said real property or said buildings, improvements or structures located thereon; and All right, title and interest in of the Mortgagor in, to and to the tenements, hereditaments, appurtenances under any and all the estates and grants, privileges, rights of Grantor way, easements and other similar interest now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in and to connection with the Land; TOGETHER with all real property described in Exhibit “A” hereto or, the construction, acquisition, ownership, use or operation by or on behalf of Grantor’s right, title and interest in and to any and the Mortgagor of all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) property encumbered hereby, wherever located. TOGETHER WITH all tenements, hereditaments and all right, title and interest, if any, of Grantor in and appurtenances belonging or otherwise pertaining to the streetsaforesaid property or any part thereof, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s rightreversions, title remainders, rents, income, revenues, profits, cash, proceeds, products and interest in and to benefits at any and all propertytime derived, and all additions thereto and substitutions received or replacements thereof now had from any or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including above-described property of the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including Mortgagor and all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and deposits or other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent accounts into which the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereindeposited. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trusteethe Mortgagee and its respective assigns forever, to secure the payment and performance of the Obligations, including, without limitation, the due performance of the covenants, agreements and provisions herein contained, and for the benefit uses and security of Beneficiary purposes and upon the other Secured Partiesterms, conditions, provisos and their successors agreements hereinafter expressed and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementdeclared.

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor's present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the "Premises"): (a) That certain real property situated in the State of Illinois, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A "A" attached hereto and incorporated herein by this reference (the “"Land”"); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the "Improvements"); (b) All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (hereinafter collectively referred to as c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the “Improvements”) Land; and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, the air space apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and right to use said air space above the Land property of every kind and any transferable development or similar rights appurtenant theretonature whatsoever, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, motor vehicles, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom; (g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements; (h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants' or security deposits held by Mortgagor in respect of the Land or Improvements; (i) Any and all leases, occupancy agreements, tenancies affecting the LandLand or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, royalties and all rights appertaining to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the use Land or Improvements; (j) Any and enjoyment all shares of stock, membership or partnership interest or other evidence of ownership of any part of the LandLand or the Improvements that is owned by Mortgagor in common with others, including alleyall water stock relating to the Land or the Improvements, drainageif any, mineral, water, oil and gas rights (less and except all documents of membership in any oil, gas and other minerals owners' or members' association or similar group having responsibility for managing or operating any part of the Land or the Improvements and any other rights previously reserved management agreements; (k) Any and all plans and specifications prepared for construction of improvements on the Land or conveyed the Improvements and all studies, data and drawings related thereto; and all contracts and agreements of record); TOGETHER Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or the Improvements; (l) Any and all of Mortgagor's right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or the Improvements, together with all income, profits, benefits and advantages arising therefrom; (m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Illinois Uniform Commercial Code ("UCC")) located on and used in the operation of Grantor’s the Land or the Improvements; (n) All of Mortgagor's right, title and interest in and to any deposit accounts and letter of credit rights (as defined in the UCC); (o) Any and all propertysubstitutions, accessions, additions and all additions thereto replacements to any of the foregoing; and (p) All products and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all proceeds of any of the foregoing, including or with respect to the items hereinafter enumerated, are herein collectively referred to as Land or the “Fixture Property”)Improvements, including all removable window and floor coveringswithout limitation, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, insurance proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims proceeds of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, involuntary disposition or diminution in value of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired byor of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement foregoing or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.proceeds

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Mortgaged Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Mortgaged Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Mortgaged Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Mortgaged Property and all proceeds of the conversion, voluntary or involuntary, of the Security Mortgaged Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Mortgaged Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Mortgaged Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Mortgaged Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto TrusteeMortgagee, for the benefit and security of Beneficiary Mortgagee and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust Mortgage for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All the estate, right, title and interest of Grantor Mortgagor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A attached hereto (the “"Land”"); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, easements, hereditaments, appurtenances and all the estates and rights of Grantor Mortgagor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “"Improvements”") and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, flowage, mineral, water, riparian, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record)rights; TOGETHER with all of Grantor’s rightproperty, title tangible and interest in and to any and all propertyintangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereinafter hereafter contained in, or attached to and used in connection with the Land and the Improvements Premises or placed on any part thereof though not attached thereto, to the extent the same constitutes real property or fixtures in the state in which the Land Mortgaged Property is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Equipment"), including turbines, control machinery and other equipment related to the generation of hydroelectric power, all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, together with the Improvements and the Fixture Property Equipment, are hereinafter collectively referred to as the “Security Property”"Premises"); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings lettings, and licenses of (including all Neighboring Landowner Agreements) of, and all other contracts, bonds and agreements affecting the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “"Leases”"), and all right, title and interest of Mortgagor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “"Rents”") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor Mortgagor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor Mortgagor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”)streets; and TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor Mortgagor or constructed, assembled or placed by Grantor Mortgagor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by GrantorMortgagor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor Mortgagor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit and security of Beneficiary and the other Secured PartiesMortgagee, and their its respective successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement. This mortgage is granted with MORTGAGE COVENANTS.

GRANTING CLAUSES. In order to secure the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Beneficiary, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, if any, and to declare the terms and conditions upon which the Obligations are to be secured, the Grantor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, in trust with power of sale and right of entry, for the benefit of the Beneficiary, its successors and assigns, and (to the extent provided in Section 6.06) unto the Beneficiary, all property, rights, privileges and franchises of the Grantor of every kind and description, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Grantor, wherever located, EXCEPT ANY EXCEPTED PROPERTY, including all and singular the following described property other than Excepted Property (all of which is hereinafter called the "Trust Estate"): All the estate, right, title and interest of the Grantor in and to those fee and leasehold estates in real property described in Appendix "B" hereto, subject in each case to those matters set forth in such Appendix, together with all buildings and improvements located thereon; All right, title and interest of the Grantor in and to all other estates and interests in real property now owned by the Grantor and located in the counties listed in Appendix “B” hereto, or hereafter acquired, wherever located, including, without limitation, all fixtures, easements, permits, licenses and rights of way comprising real property; All right, title and interest of the Grantor in and to all Telecommunications Facilities now owned by the Grantor and located in the counties listed in Appendix “B” hereto, or hereafter constructed or acquired by the Grantor, wherever located; All right, title and interest of the Grantor in, to and underunder any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or derived fromwhich may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Grantor for the purposes of, or in connection with, the plotsconstruction, pieces and parcels acquisition, ownership, use or operation by or on behalf of land more particularly described in Exhibit A hereto (the “Land”)Grantor of the Telecommunications Facilities, wherever located; TOGETHER with all of Grantor’s All right, title and interest in of the Grantor in, to and to the tenements, hereditaments, appurtenances under any and all licenses, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the estates United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition, ownership, use or operation of the Telecommunications Facilities, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged, including, without limitation, all licenses and rights of Grantor in and to permits issued by the LandFederal Communications Commission (the “FCC”); TOGETHER with all of Grantor’s All right, title and interest in of the Grantor in, to and to under any and all buildings and improvements now contracts heretofore or hereafter located on executed, as they may be amended or supplemented from time to time, by and between the Land Grantor and any person, firm, corporation or governmental body or agency, including, without limitation, contracts relating in any way to (hereinafter collectively referred to as i) the “Improvements”construction, acquisition, ownership, use, operation or output of the Grantor’s Telecommunications Facilities, and (ii) and the provision of telecommunications services; Also, all right, title and interest, if any, interest of the Grantor in and to the streetsall other property, roadsreal or personal, sidewalks tangible or intangible, of every kind, nature and alleys abutting the Landdescription, and strips and gores within wheresoever situated, now owned or adjoining hereafter acquired by the LandGrantor, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant theretoincluding, without limitation, all rights of ingress accounts, inventory (including without limitation, returned or repossessed goods), contract rights, chattel paper, electronic chattel paper, instruments, documents, investment property (including, without limitation, certificated and egress by motor vehicles to parking facilities on or within the Landuncertificated securities, all easements now or hereafter affecting the Landsecurity entitlements, royalties and all rights appertaining to the use and enjoyment of the Landsecurities accounts, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertycommodity contracts, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”commodity accounts), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliancesletters of credit; letter-of-credit rights, equipment, fittings inventory, fixtures, general intangibles (including, without limitation, payment intangibles, choses or things in action, litigation rights and fixturesresulting judgments, goodwill, patents, trademarks and other intellectual property, tax refunds, miscellaneous rights to payment, investments and other interests in entities not included in the definition of investment property (including, without limitation, all equities and patronage rights in all cooperatives and all interests in partnerships and joint ventures), margin accounts, computer programs, software, invoices, books, records and other information relating to or arising out of the Grantor’s business); and, to the extent not covered by the above, all other personal property of the Grantor of every type and description, including without limitation, supporting obligations, interests or claims in or under any policy of insurance, commercial tort claims, deposit accounts, money, and judgments (as such terms are presently or hereafter defined in the applicable Uniform Commercial Code), it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Grantor after the date hereof shall be as fully embraced within and subjected to the Lien hereof as if the same constitutes real were now owned by the Grantor and were specifically described herein to the extent only, however, that the subjection of such property to the Lien hereof shall not be contrary to law; and Also, any Excepted Property that may, from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien hereof by the Grantor or by anyone in its behalf; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder for the benefit of the Beneficiary. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or fixtures in any part thereof, with the state in which the Land is located (the Landreversion and reversions, the Improvements remainder and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with remainders and all of Grantor’s rightrents, title income, revenues, profits, cash, proceeds, products and interest in and to benefits at any time derived, received or had from any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, above-described property of the Grantor and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply accounts into which the same may be deposited. TO HAVE AND TO HOLD all and singular the Trust Estate unto the Trustee and its successors and assigns for the uses and purposes set forth herein, in trust, forever, to secure the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rightsincluding, dividends and/or claims of any kind whatsoever relating to without limitation, the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing due performance of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business)covenants, including: (i) permitsagreements and provisions herein contained, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domainuses and purposes and upon the terms, condemnation or otherwiseconditions, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are provisos and agreements hereinafter collectively referred to as the “Awards”); expressed and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementdeclared.

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a security interest in, all of Mortgagor's present and hereafter acquired estate, right, title and interest of Grantor in, to and underunder the following (collectively referred to herein as the "PREMISES"): (a) That certain real property situated in Broward and Palm Beach Counties, or derived from, the plots, pieces Florida and parcels of land more particularly described in Exhibit A "A" attached hereto and incorporated herein by this reference (the “Land”"LAND"); TOGETHER , together with all of Grantor’s rightbuildings, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements now or hereafter located erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the "IMPROVEMENTS"); (b) To the extent legally assignable or transferable, all and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; (hereinafter collectively referred to as c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the “Improvements”) Land; and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and any strips and gores within or adjoining the Land; (d) All machinery, the air space apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and right to use said air space above the Land property of every kind and any transferable development or similar rights appurtenant theretonature whatsoever, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining located in or upon or affixed to the use and enjoyment Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the LandLand or Improvements, including alleynow owned or hereafter acquired by Mortgagor, drainageincluding, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed but without limitation of record); TOGETHER with the generality of the foregoing: all of Grantor’s right, title and interest of Mortgagor in and to any the furnishings, fixtures, equipment, heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all propertyelevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all additions thereto cranes and substitutions craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or replacements thereof now Improvements or hereinafter contained or attached in warehouses and intended to and be used in connection with or incorporated into the Land and or Improvements or for the Improvements to the extent the same constitutes real property or fixtures in the state pursuit of any other activity in which Mortgagor may be engaged on the Land is located (or Improvements, and including without limitation all of the foregoingtools, including the items hereinafter enumeratedmusical instruments and systems, are herein collectively referred to as the “Fixture Property”)cabinets, including all removable awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, furniture and furnishingsdecorative fixtures, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilitiescleaning apparatus, vacuum and cleaning systemsequipment, call systemsrefrigeration equipment, sprinkler systems and other fire prevention and extinguishing apparatus and materialscables, motorscomputers, machinerysoftware, pipesbooks, supplies, kitchen equipment, motor vehicles, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 agreed that all such machinery, equipment, fittings and apparatus, goods, systems, fixtures, to the extent the same constitutes real fittings, appliances, furniture, building materials, and property or fixtures in the state in which the Land is located (the Land, are a part of the Improvements and are declared to be a portion of the Fixture Property are hereinafter collectively referred security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to as said real estate or not), excluding, however, personal property owned by tenants of the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any Land or Improvements; (e) Any and all leasesawards, subleasespayments or insurance proceeds, lettings and licenses of the Security Property or any part thereof now or hereafter entered intoincluding interest thereon, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdictionsame, which may be necessary paid or payable with respect to preserve, protect the Land or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Improvements or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity properties described above as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property a result of: (whether now or in 1) the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing exercise of the Security Property right of eminent domain or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizationsaction in lieu thereof; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.or

GRANTING CLAUSES. All Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN, AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, rights, title, and interests in, to and under the following (hereinafter collectively referred to as the “Premises”): (a) Mortgagor’s fee simple estate and interest in and to the Land, together with all buildings, structures and improvements now or hereafter erected on the Land, together with all right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest Mortgagor in and to any and all buildings fixtures, attachments, appliances, equipment, machinery, and improvements other articles attached to said buildings, structures, and improvements, whether now or hereafter located on in the Land future (hereinafter collectively referred to as the “Improvements”); and (b) All and singular of Mortgagor’s rights, title, and interests in and to the easements, authorizations, rights-of-way, licenses, permits, rights of use or occupancy, management agreements, franchise agreements, privileges, tenements, appendages, hereditaments, appurtenances, air rights and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all rightthe rents, title issues and interestprofits from the Land or Improvements, including, without limitation, all rights, title, and interests under the “Declaration” (as such term is defined below); and (c) All of Mortgagor’s rights, title, and interests, if any, of Grantor in and to the streetsland lying within any street, roadsalley, sidewalks and alleys abutting the Landavenue, and strips and gores within roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress strips and egress by motor vehicles to parking facilities on or within gores adjoining the Land; and (d) All of Mortgagor’s rights, all easements title, and interests in and to machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter affecting located in or upon or affixed to the LandLand or Improvements, royalties or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all rights appertaining elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the use Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and enjoyment including without limitation all tools, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the Landforegoing; it being understood and agreed that all such machinery, including alleyequipment, drainageapparatus, mineralgoods, watersystems, oil fixtures, fittings, appliances, furniture, building materials, and gas rights property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (less whether in single units or centrally controlled, and except any oilwhether physically attached to said real estate or not), gas excluding, however, personal property owned by tenants of the Land or Improvements; (e) Any and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of GrantorMortgagor’s rightrights, title title, and interest interests in and to any and all propertyawards, payments or insurance proceeds, including interest thereon, and the right to receive the same, including all additions thereto amounts which may be held by the “Depository” (as such term is defined in the “Declaration”, defined below), which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and substitutions or replacements thereof now or hereinafter contained or attached to of the reasonable counsel fees, costs and used disbursements incurred by Mortgagee in connection with the Land collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment; (f) Any and all of Mortgagor’s rights, title, and interests in and to any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the Improvements to the extent the same constitutes real property or fixtures in the state in which operation of the Land is located or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoingforegoing and proceeds therefrom; (g) Any and all of Mortgagor’s rights, including the items hereinafter enumeratedtitle, are herein collectively referred and interests in and to as the “Fixture Property”)any and all authorizations, including all removable window licenses, permits, contracts, management agreements, franchise agreements, and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements (h) All of Mortgagor’s rights, title, and interests in and to any and all monies deposited with or for the benefit of Mortgagee or any other person or entity for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the extent the same constitutes real property Collateral or fixtures in the state in which the Land is located or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements; (the Land, the Improvements i) Any and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of GrantorMortgagor’s rightrights, title title, and interest interests in and to any and all leases, subleasesoccupancy agreements, lettings tenancies affecting the Land or Improvements and licenses of any and all names under or by which the Security Property Land or the Improvements may at any part thereof now time be operated or hereafter entered intoknown, and all amendmentsrights to carry on business under any such names or any variant thereof, modificationsand all trademarks, supplementstrade names, additionspatents, extensions patents pending and renewals thereof goodwill with respect to the Land or Improvements; (j) Any and all of the foregoing are hereinafter collectively referred to as the “Leases”)Mortgagor’s rights, including cash title, and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest interests in and to any and all rightsshares of stock, dividends and/or claims membership or partnership interest or other evidence of ownership of any kind whatsoever part of the Land or Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Security Property (including damageLand or Improvements, securedif any, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process all documents of membership in any court owners’ or members’ association or similar group having responsibility for managing or operating any part of competent jurisdiction, which may be necessary to preserve, protect the Land or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws Improvements and any management agreements; (k) Any and all of Mortgagor’s rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s righttitle, title and interest interests in and to any and all other agreementsplans and specifications prepared for construction of improvements on the Land or Improvements and all studies, rights, written materials data and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise drawings related thereto; and all contracts and agreements of Mortgagor relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement aforesaid plans and specifications or to the aforesaid studies, data and architectural drawings; , or to the construction of improvements on the Land or Improvements; (iiil) agreements Any and all of Mortgagor’s rights, title, and interests in, to and under any and all reserve, deposit or escrow accounts made pursuant to any of the Loan Documents made between Mortgagor and Mortgagee and/or any Lender with contractorsrespect to the Land or Improvements, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER together with all income, profits, benefits and advantages arising therefrom; (m) Any and all of GrantorMortgagor’s rightrights, title title, and interest interests in and to any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the “UCC” (as such term is hereinafter defined)) located on and used in the operation of the Land or Improvements; (n) All of Mortgagor’s rights, title, and interests in and to deposit accounts and letter of credit rights (as such terms are defined in the UCC) delivered to or in favor of Mortgagor with respect to the operation of the Land or Improvements; (o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; (p) All of Mortgagor’s rights, title, and interests in and to any personal property of Mortgagor, including the following, all whether now owned or hereafter acquired or arising and wherever located: (1) accounts; (2) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (3) deposit accounts; (4) instruments (including promissory notes); (5) documents (including warehouse receipts); (6) chattel paper (including electronic chattel paper and tangible chattel paper); (7) inventory, including raw materials, work in process, or materials used or consumed in Mortgagor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, goods that are returned, reclaimed or repossessed; (8) goods of every nature, including stock-in-trade, goods on consignment, computer programs embedded in such goods and farm products; (9) equipment, including machinery, vehicles and furniture; (10) fixtures; (11) agricultural liens; (12) as-extracted collateral; (13) letter of credit rights; (14) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, accrued, accruing or to accrue rights and claims under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and policies; (16) all proceeds supporting obligations of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred property; (15) all property of Mortgagor now or hereafter in Mortgagee’s or any Lender’s possession or in transit to as or from, or under the “Awards”)custody or control of, Mortgagee or any Lender, or any affiliate of Mortgagee or any Lender; (17) all cash and cash equivalents thereof; and TOGETHER with (18) all cash and noncash proceeds (including insurance proceeds) of all of Grantor’s rightthe foregoing property, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, products thereof and all additions and appurtenances toaccessions thereto, substitutions therefor and replacements thereof; and (q) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing hereafter acquired byor of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property otherwise) and all conversions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the security constituted therebyforegoing or proceeds thereof. For purposes of this Mortgage, immediately the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such acquisition, release, construction, assemblage, placement or conversion, as disposition. The parties intend the definition of Premises to be broadly construed and in the case may beof doubt as to whether a particular item is to be included in the definition of Premises, and the doubt should be resolved in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien favor of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereininclusion. TO HAVE AND TO HOLD the Security Property unto TrusteePremises with all rights, for the benefit and security of Beneficiary and the other Secured Partiesprivileges, and their appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementuses and purposes herein expressed.

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, its interest in the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”"LAND"); TOGETHER with all of Grantor’s right, title and interest the interests in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and its interest in and to any and all the buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”"IMPROVEMENTS") and all of its right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oilrights; TOGETHER with all furniture, gas fixtures, equipment and other minerals tangible property, and any other rights previously reserved all appurtenances and additions thereto and substitutions or conveyed of recordreplacements thereof owned by Grantor and now or hereafter attached to the Premises (as hereinafter defined) (hereinafter collectively referred to as the "FIXTURES"); TOGETHER with all of Grantor’s rightproperty, title tangible and interest in and to any and all propertyintangible, and all additions thereto and substitutions or replacements thereof owned by Grantor and now or hereinafter contained in, or attached to and used in connection with the Land and the Improvements Premises or placed on or in any part thereof though not attached thereto, to the extent the same constitutes real property or fixtures in the state in which the Land Trust Property is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"EQUIPMENT"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings fittings, fixtures and fixtures, articles of personal property now or hereafter attached to or used in or about the premises which are or may be used in or related to the extent the same constitutes real property planning, development, financing, or fixtures in the state in which the Land is located operation thereof (the Land, together with the Improvements and the Fixture Property Equipment, are hereinafter collectively referred to as the “Security Property”"PREMISES"); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of of, and all other contracts, bonds and agreements affecting the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”"LEASES"), and all right, title and interest of Grantor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, fees, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”"RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Secured Obligations; TOGETHER with all of Grantor’s rightrights (including, title without limitation, trade marks, trade names and interest in and to any and all rightssymbols), dividends and/or claims of any kind whatsoever relating to arising from or used in connection with the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Secured Party be necessary to preserve, protect protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any LeaseLease (all of the foregoing hereinafter collectively referred to as "RIGHTS AND CLAIMS"); TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Trust Property or any portion thereof or the ownership, development, construction, use, management, operation, occupancy, lease, sale or financing of the Security Trust Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business)thereof, including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject all of the foregoing hereinafter collectively referred to Section 8.15(a)as "AGREEMENTS AND INTANGIBLES"); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”collectively, "AWARDS"); and TOGETHER with all of Grantor’s right, title and interest of Grantor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgagedeed of trust, conveyance, assignment or other act by Grantor, all of which shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein, GRANTOR HEREBY GRANTS TO TRUSTEE, AS TRUSTEE FOR THE BENEFIT OF THE SECURED PARTY, ITS SUCCESSOR AND/OR ASSIGNS, a security interest in all fixtures, rights in action and personal property described herein. This Deed of Trust is a self-operative security agreement with respect to such property, even though Grantor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as Secured Party may request in order to perfect its security interest or to impose the lien hereof more specifically upon any of such property. Without the necessity of any further act of Grantor or Trustee or Secured Party, the lien of and security interest created by this Deed of Trust automatically will extend to and include (i) any and all renewals, replacements, substitutions, accessions, proceeds, products, additions or after-acquired property for or to the Trust Property, and (ii) any and all monies, proceeds and other property that from time to time, either by delivery to Grantor or by any instrument (including this Deed of Trust), may be subjected to such lien and security interest by Grantor or by anyone on behalf of Grantor, or with the consent of Grantor, or which otherwise may come into the possession or otherwise be subjected to the control of Trustee or Secured Party or Grantor pursuant to this Deed of Trust or any associated financing agreement. The Property and all of the foregoing items are collectively referred to as either the "Property" or the "Trust Property". TO HAVE AND TO HOLD the Security Trust Property unto Trustee, for the benefit Secured Party and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All To secure the estateSecured Obligations (as hereinafter defined), rightincluding, title without limitation, Trustor's guarantees of payment and interest performance of Grantor inthe Indenture Obligation and the Term Loan Obligation under the Note Guarantee and the Term Loan Guarantee, respectively, and the payment and performance of the covenants and obligations herein contained and in consideration of the sum of $10.00 and other valuable consideration in hand paid by Beneficiary to Trustor and under, or derived fromin consideration of the debts and trusts hereinafter mentioned, the plotsreceipt and sufficiency of all of which is hereby acknowledged, pieces Trustor does by these presents GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, WARRANT, TRANSFER and parcels CONVEY unto the Deed of land more particularly Trust Trustee and its successors and substitutes in trust with power of sale hereunder for the use and benefit of Beneficiary all of Trustor's rights, titles, interests and estates in and to the real and personal property described in Subparagraphs (a) through (h) of this Section I (collectively herein called the "Mortgaged Property"); provided, however, that the term Mortgaged Property shall not (a) Trustor's undivided 100% interest in and to the lands described on Exhibit A hereto (the “"Land”"); TOGETHER , together with any and all other rights, titles and interests of Grantor’s right, title and interest Trustor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to such Land. (b) All of Trustor's rights, titles and interests in all plants, buildings, structures, towers and other improvements now owned or hereafter acquired and located on the tenementsLand, hereditamentsincluding, appurtenances without limitation, that certain chlor alkali plant and all the estates equipment, fixtures, heating, lighting and rights of Grantor in power plants, pipelines, transmission lines, buildings, housing and to the Land; TOGETHER improvements, together with all other machinery, equipment, appliances and apparatus of Grantor’s rightwhatsoever character or description (except for any motor vehicles, title and interest in and to any licensed or registered with the Department of Motor Vehicles of the State), and all buildings replacements, substitutions and improvements now or hereafter additions to said property, owned by Trustor and located on the Land or located elsewhere and used in the operation, conduct and maintenance of that certain chlor alkali plant located thereon (collectively, the "Improvements") (the Land, together with the Improvements, being hereinafter collectively referred to as the “Improvements”"Chlor Alkali Plant"). (c) To the extent permitted by law, all of Trustor's rights, titles and interests in, to and under all franchises, licenses, permits and certificates, consents, approvals, authorizations, however characterized, used or held for use in connection with Trustor's ownership and operation of the Chlor Alkali Plant and issued or in any way furnished, whether now existing or hereafter entered into and whether necessary or not for the operation and use of the Chlor Alkali Plant, including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses or certificates of operation. (d) All of Trustor's rights, title and interest in all absorbers, equipment, machinery, drums, engines, motors, regulators, meters, exchangers, tanks, docks, racks, heaters, above ground storage facilities, under ground storage facilities, loading facilities, fractionation facilities, absorption equipment, distillation equipment, deethanizers, depropanizers, debutanizers, olefin splitters, stills, power plants, disposal pits, warehouses, dwelling houses, cooling equipment, compressors, pipelines, piping flow lines, wiring, boilers, vessels, dehydration equipment or any of them (except for any motor vehicles, licensed or registered with the Department of Motor Vehicles of the State), whether now owned or hereafter acquired and located or to be located upon the Land or leaseholds now or hereafter owned by Trustor and used or held for use in connection with Trustor's ownership and operation of the Chlor Alkali Plant (collectively, "Equipment"). (e) All Trustor's right, title and interest, if anyas landlord, franchisor, licensor or grantor, in all leases and subleases of Grantor in and to the streetsspace, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all mineral leases, subleasesfranchise agreements, lettings and licenses of the Security Property licenses, occupancy or any part thereof concession agreements now existing or hereafter entered into, into relating in any manner to the Chlor Alkali Plant or the Equipment and any and all amendments, modifications, supplements, additions, extensions supplements and renewals of any thereof (each such lease, license or agreement, together with any such amendment, modification, supplement or renewal, a "Lease"), whether now in effect or hereafter coming into effect including, without limitation, all rents, additional rents, management fees payable by tenants, cash, guarantees, letters of credit, bonds, sureties or securities deposited thereunder to secure performance of the foregoing are hereinafter collectively referred lessee's, franchisee's, licensee's or obligee's obligations thereunder, revenues, earnings, profits and income, advance rental payments, payments incident to as assignment, sublease or surrender of a Lease, claims for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to any Lease (collectively, "Rents"). (f) All surveys, title insurance policies, drawings, plans, specifications, construction contracts, file materials, operating and maintenance records, catalogues, (g) All general intangibles now owned or hereafter acquired by Trustor (but not including the “Leases”Obligor Collateral), including cash without limitation (i) all of Trustor's rights, titles and securities deposited thereunder interests, whether now owned or hereafter acquired, of Trustor in, to and under the contracts, agreements or other instruments and documents relevant to Trustor's ownership and operation of the Chlor Alkali Plant (as down paymentscollectively, security deposits or otherwise"Plant Agreements"), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the (ii) all contract rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with Chlor Alkali Plant or the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any Equipment and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refundsdeposits, rebatesrefunds and claims of every kind or character relating thereto, discountsbut not including Accounts Receivable, cost savings as defined in the Revolving Credit Agreement (collectively, "Contract Rights") and leases (in each case subject to Section 8.15(a)); TOGETHER with iii) all of Grantor’s rightprocesses, title designs, methodologies and interest in related documentation, technical information, manufacturing, engineering and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating technical drawings related to the Security Property ownership and all operation of the Chlor Alkali Plant. (h) All proceeds of the conversion, voluntary or involuntary, of any of the Security Property foregoing into cash or liquidated claims, including including, without limitation, proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental condemnation or other lawful authorities for the taking by eminent domain, condemnation awards or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER payments with all of Grantor’s right, title respect thereto and interest in and to all extensionsthereon (collectively, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein"Proceeds"). TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit Deed of Trust Trustee and security of Beneficiary and the other Secured Parties, and to their successors and assigns, forever, subject assigns forever to secure the terms payment and conditions of this Deed of Trust for the ratable benefit performance of the Secured Parties, subject to the terms Obligations. None of the Intercreditor AgreementMortgaged Property is used principally or at all for agricultural or farming purposes.

GRANTING CLAUSES. All the estate, right, title For good and interest of Grantor in, to and under, or derived fromvaluable consideration, the plotsreceipt and sufficiency of which are hereby acknowledged, pieces and to secure Mortgagor's performance of Mortgagor's obligations under the Notes, Mortgagor has created a security interest in and mortgaged, warranted, granted, bargained, sold, conveyed, assigned, pledged, transferred and set over, and does by these presents create a security interest in and MORTGAGE, WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, PLEDGE, TRANSFER AND SET OVER unto Mortgagee, its successors and assigns forever, WITH MORTGAGE COVENANTS and other STATUTORY RIGHTS AND COVENANTS in the State of Connecticut, the following property: The parcel or parcels of land more particularly described in Exhibit Schedule A attached hereto and by this reference made a part hereof (the “"Land”"); TOGETHER with all of Grantor’s rightthe buildings, title and interest in and to the tenementsfoundations, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements (including fixtures) now or hereafter located on or in the Land (hereinafter collectively referred to as collectively, the “"Improvements”) and "); TOGETHER with all right, title and interest, if any, of Grantor Mortgagor in and to the streets, streets and roads, sidewalks and alleys opened or proposed, abutting the Land, and all strips and gores within or adjoining the Land, the air space and right to use said the air space above the Land and any transferable development or similar rights appurtenant theretoLand, all rights of ingress and egress by motor vehicles to parking facilities on or within and from the Land, all easements easements, rights of way, reversions, remainders, hereditaments, and appurtenances now or hereafter affecting the LandLand or the Improvements, all royalties and all rights and privileges appertaining to the use and enjoyment of the LandLand or the Improvements, including all air, lateral support, alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved mineral rights, all options to purchase or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertylease, and all additions thereto and substitutions other interests, estates or replacements thereof claims, in law or in equity, which Mortgagor now has or hereinafter contained hereafter may acquire in or attached with respect to and used in connection with the Land and or the Improvements to (collectively, the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Appurtenances"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the ; The Land, the Improvements and the Fixture Property Appurtenances are hereinafter sometimes collectively referred to as the “Security Property”)"Premises"; TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to any and under all leases, subleaseslettings, lettings tenancies and licenses for occupancy of the Security Property Premises or any part thereof now or hereafter entered into, into and all amendments, modificationsextensions, supplementsrenewals and guaranties thereof, additionsall security therefor, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited moneys payable thereunder (as down payments, security deposits or otherwise)collectively, the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)"Leases"); TOGETHER with all of Grantor’s rightrents, title income, issues, profits, security deposits and interest in and other benefits to any and all unearned premiums, accrued, accruing or to accrue under insurance policies which Mortgagor may now or hereafter obtained be entitled from the Premises, or under or in connection with the Leases (collectively, the "Property Income"); and TOGETHER with all proceeds, judgments, claims, compensation, awards of damages and settlements with respect to or hereafter made as a result of or in lieu of any condemnation or taking of the Premises by Grantor and relating eminent domain or any casualty loss of or damage to any of the Premises, the Leases or the Property Income, all refunds with respect to the Security Property payment of property taxes and assessments, and all other proceeds of the conversion, voluntary or involuntary, of the Security Premises, the Leases or the Property Income, or any part thereof, into cash or liquidated claimsclaims (collectively, including proceeds of hazard the "Proceeds"). The Leases, the Property Income and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing Proceeds are hereinafter sometimes collectively referred to as the “Awards”); "Collateral." The Premises and TOGETHER with all of Grantor’s right, title and interest in and the Collateral are hereinafter sometimes collectively referred to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. "Mortgaged Property." TO HAVE AND TO HOLD the Security Property unto TrusteeMortgaged Property, for with all the benefit privileges and security of Beneficiary and appurtenances to the other Secured Partiessame belonging, and their with the possession and right of possession thereof, unto Mortgagee and its successors and assigns, assigns forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.. THE CONDITION OF THIS DEED IS SUCH THAT: