Common use of Security Interest Clause in Contracts

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

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. Mortgagor To secure the complete and timely payment and satisfaction of all Obligations, Assignor hereby assigns, mortgages and pledges to Assignee and grants and assigns to Mortgagee as of the date hereof Assignee a security interestinterest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale, to secure payment the extent permitted by law, all of such Assignor’s right, title and performance of interest in and to all of the Secured Obligationsfollowing, whether now owned or existing and filed or hereafter acquired or arising and filed (collectively with items named in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelysection 2.2, below, the “Collateral”): All goods, building ): (a) patents and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementpatent applications, including, without limitation, the Existing Swap; inventions and improvements described and claimed therein, and those patents listed on Exhibit “A”, attached hereto and made a part hereof, and (i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all Contracts referenced income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) the right to ▇▇▇ for past, present and future infringements thereof, and (iv) all rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in Section 5.16 below clauses (i)-(iv), are sometimes hereinafter individually and/or collectively referred to as the “Patents”); (b) copyrights, copyright registrations, copyright applications and all computer programs, operating systems, application systems, hardware or software of any nature whatsoever owned by Assignor, whether operational, under development or inactive, including all object codes, source codes, modules, technical manuals, user manuals, operating instructions and procedures, in-put and out-put formats, program listings, narrative descriptions, program flow charts, file layouts, report layouts, screen layouts and other documentation therefor (including property management internal notes, memoranda, status evaluations, marketing information and leasing agreementswrite-ups), architects’ agreementsand all improvements, and/or construction agreements with respect to the completion modifications, enhancements, new releases and revisions thereof, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereofnature; together with all replacements and proceeds of, and additions and accessions to, tangible media upon which any of the foregoingforegoing are recorded or encoded, including, without limitation, all chips, disks, tapes, film and paper; together including, without limitation, the copyrights, copyrights registrations and copyrights applications listed on Exhibit “C” attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with all booksrespect thereto, records including, without limitation, damages and files payments for past or future infringements thereof, and (c) the right to the extent relating to any of the foregoing. As to ▇▇▇ for past, present and future infringements thereof (all of the above described personal property which is or which hereafter becomes a foregoing items are sometimes referred to herein collectively as the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCopyrights”); and (c) all material license agreements with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit “D” attached hereto and made a part hereof, and the right to prepare for sale, sell and advertise for sale all inventory now or hereafter owned by Assignor and now or hereafter covered by such licenses (all of the foregoing is acknowledged and agreed hereinafter referred to be a collectively as the “mortgage” under the UCCLicenses”).

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all of the Secured Obligations, in all Debtor hereby grants to Secured Party a continuing security interest in, a general lien upon, and a right of set-off against, the following described personal property in which Mortgagor Property of Debtor: (a) all now existing and hereafter acquired or at any time hereafter has any interest arising Accounts, Goods, General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (collectivelyincluding, the “Collateral”): All goodswithout limitation, building Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of credit, Letter of Credit Rights, advices of credit, money, Commercial Tort Claims, Equipment, Inventory, Fixtures and other materialsSupporting Obligations, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds thereof); (b) to the extent, if any, they are not subject to Article 3); all inventoryincluded in clause above, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licensesDebtor’s present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any assets; (c) to the extent, if any, not included in clause (a) above, all products severed or extracted from the ground and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such products are in raw form or processed for sale and regardless of whether or not Debtor had an interest in such products before extraction or severance; (d) to the extent, if any, not included above, each and every other item of real or personal property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, all licenses, contracts and agreements and all collateral for the payment or performance of any contract or agreement, together with all products and Proceeds (including all insurance policies and proceeds) and any Accessions to any of the foregoing; (e) all present and future business records and information, including, without limitation, computer tapes and other storage media containing the same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all acquisition agreements with respect licenses to the Subject Property)use such software) for accessing and manipulating such information; all and (f) any additional property of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Debtor from time to time (“UCC”), and is acknowledged and agreed delivered to be a “mortgage” under or deposited with Secured Party as security for the UCCSecured Obligations or otherwise pursuant to the terms of this Security Agreement.

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller’s now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “Collateral”): ): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller’s rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller’s right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer’s prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller’s usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

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

Security Interest. Mortgagor hereby grants As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment dates or otherwise) and performance of all of the Secured Obligations, each Company grants to Agent, for the benefit of Agent and the Purchasers, a security interest in and Lien upon all of such Company’s right, title, and interest in and to all Fixtures and the following described personal property property, in which Mortgagor each case, whether now owned or at any time hereafter has any interest acquired or arising and wherever located (collectively, the “UCC Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) the real Goods; (j) all Commercial Tort Claims described in Schedule 4.15 (together with Commercial Tort Claims subject to a further writing provided in accordance with Section 6.3); (k) all Contracts; (l) all Intellectual Property; and all other tangible and intangible personal property described on Exhibit A attached hereto of such Company whether now or hereafter owned or existing or acquired by such Company, and incorporated by reference herein (wherever located; and, to the extent the same are not effectively made a part otherwise included, all Proceeds of each of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with foregoing and all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing and all books and records pertaining to each the foregoing. Notwithstanding any of the foregoing; together , the Collateral shall not under any circumstance include, and no security interest is granted in (i) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of a Company if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with all booksrespect thereto, records the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and files such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent relating to that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the foregoing. As to all of the above described personal property which is UCC or which hereafter becomes a “fixture” under other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of this Mortgage constitutes clause (i) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of a fixture filing Company in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement (including any Accounts), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement); (ii) any assets subject to Liens under the Pennsylvania Uniform Commercial CodeMississippi Loan Documents as of the date of the First Closing, as amended (iii) any cash or recodified from time to time cash equivalents described in clause (“UCC”)vii) of the definition of Permitted Indebtedness, and is acknowledged and agreed (iv) assets subject to be a Lien permitted under clause (vii) of the definition of “mortgage” under the UCCPermitted Liens”.

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of (a) As security from the date hereof a security interest, to secure Guarantor for the payment and performance in full of all the Liabilities, the Guarantor hereby transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and confers unto the Collateral Agent for the benefit of the Secured ObligationsParties, in all and grants to the Collateral Agent for the benefit of the Secured Parties a security interest in its right, title and interest in the following described personal property in which Mortgagor (the "COLLATERAL"), whether now owned or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on hereinafter acquired: (i) Accounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with sale or lease of goods or services by the real property described on Exhibit A attached hereto and incorporated by reference herein Guarantor to customers or any other Person (to as defined in the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or Securities Purchase Agreement); (ii) the Improvements; together with all rents Chattel Paper; (to the extent, if any, they are not subject to Article 3iii) Instruments (including Promissory Notes); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, ; (iv) Documents; (v) General Intangibles (including, without limitation, Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all acquisition agreements with respect to other intellectual property including, copyrights, and including in each case any documentation pertaining thereto); (vi) Letter-of-Credit Rights; (vii) Supporting Obligations; (viii) Deposit Accounts; (ix) Investment Property (including without limitation certificated and uncertificated Securities), Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (x) Inventory; (xi) Equipment (including all software, whether or not the Subject Propertysame constitutes embedded software, used in the operation thereof); all of Mortgagor’s rights under any Swap Agreement; (xii) Money, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts deposited into escrow or with, third parties; (xiii) Fixtures; (xiv) All rights to merchandise and other goods (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment returned or repossessed Goods and rights of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted stoppage in transit) which is represented by, given by or obtained arises from, any governmental entity with respect or relates to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records ; (xv) All supporting evidence and files to the extent documents relating to any of the foregoing. As above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (xvi) All Accessions and additions to, and substitutions and replacements of, any and all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under foregoing; and (xvii) All Proceeds and products of the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)foregoing, and is acknowledged all insurance of the foregoing and agreed to be a “mortgage” under the UCC.proceeds thereof;

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor , whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence , perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

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

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

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

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

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

Security Interest. Mortgagor (a) For value received the undersigned ("Debtor") hereby grants and assigns to Mortgagee as of the date hereof ROYAL BANK OF CANADA ("RBC"), a security interest, to secure payment interest (the "Security Interest") in the undertaking of Debtor and performance of in all of the Secured ObligationsDebtor's present and after acquired personal property including, without limitation, in all Goods (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of the following described personal property Title (whether negotiable or not), Instruments, Intangibles, Money and Securities now owned or hereafter owned or acquired by or on behalf of Debtor including such as may be returned to or repossessed by Debtor) and in which Mortgagor now or at any time hereafter has any interest all proceeds and renewals thereof, accretions thereto and substitutions therefore (collectivelyhereinafter collectively called "Collateral"), the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to of the Subject Property); following now owned or hereafter owned or acquired by or on behalf of Debtor: (i) all inventory of Mortgagor’s rights under any Swap Agreementwhatever kind and wherever situate: (ii) all equipment (other than inventory) of whatever kind and whatever situate, including, without limitation, the Existing Swap; all Contracts referenced machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature or kind; (iii) all Accounts and book debts and generally all debts, dues, claims, choses in Section 5.16 below (action and demands of every nature and kind howsoever arising or secured including property management letters of credit and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters advices of credit, letter which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by Debtor ("Debts"); (iv) all deeds documents, writings, papers, books of credit account and other books relating to or being records of Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; (v) all contractual rights and insurance claims; (vi) all patents, industrial designs, trade-marks, trade secrets and know-how including without limitation environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personality rights, supporting obligationsplant breeders' rights, insurance policiesintegrated circuit topographies software and all other forms of intellectual and industrial property, insurance and condemnation awards any registrations and proceeds, applications for registration of any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property foregoing (collectively "Intellectual Property"); an (vii) all property described in Schedule "C" or any business schedule now or hereafter conducted thereon by Mortgagor; all permitsannexed hereto. (b) The Security Interest granted hereby shall not extend or apply to and Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the Security Interest, consentsDebtor shall stand possessed of such last day in trust to assign the same to any person acquiring such term. (c) The terms "Goods", approvals"Chattel Paper", licenses"Document of Title", authorizations "Instrument", "Intangible", "Security", "proceed", "inventory", "accession", "Money", "Account", "financing statement" and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee "financing change statement" whenever used herein shall be interpreted pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject their respective meanings when used in The Personal Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any Security Act of the foregoing; together with all books, records and files province referred to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codein Clause 14(r), as amended or recodified from time to time (“UCC”)time, which Act, including amendments thereto and any Act substituted therefor and amendments thereto is herein referred to as the "P.P.S.A.". Provided always that the term "Goods" when used herein shall not include "consumer goods" of Debtor as that term is defined in the P.P.S.A., and is acknowledged the term "Inventory" when used herein shall include livestock and agreed the young thereof after conception and crops that become such within one year of execution of this Security Agreement. Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a “mortgage” under the UCCreference to "Collateral" or any part thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest. Mortgagor (a) For value received, the undersigned (“Debtor”), hereby grants and assigns to Mortgagee as of the date hereof ROYAL BANK OF CANADA (“RBC”), a security interest, to secure payment interest (the “Security Interest”) in the undertaking of Debtor and performance of in all of the Secured ObligationsDebtor’s present and after acquired personal property including, without limitation, in all Goods (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of the following described personal property Title (whether negotiable or not), Instruments, Intangibles, Money and Securities now owned or hereafter owned or acquired by or on behalf of Debtor (including such as may be returned to or repossessed by Debtor) and in which Mortgagor now or at any time hereafter has any interest all proceeds and renewals thereof, accretions thereto and substitutions therefore (collectively, the hereinafter collectively called “Collateral”): All goods), building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to of the Subject Property); following now owned or hereafter owned or acquired by or on behalf of Debtor: (i) all inventory of Mortgagor’s rights under any Swap Agreementwhatever kind and wherever situate; (ii) all equipment (other than Inventory) of whatever kind and wherever situate, including, without limitation, the Existing Swap; all Contracts referenced machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature or kind; (iii) all Accounts and book debts and generally all debts, dues, claims, choices in Section 5.16 below (action and demands of every nature and kind howsoever arising or secured including property management letters of credit and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters advices of credit, letter of credit rightswhich are now due, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights owing or accruing or growing due to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given owned by or obtained fromwhich may hereafter become due, any governmental entity with respect owing or accruing or growing due to the Subject Property; or owned by Debtor (“Debts”); (iv) all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all bookslists, records and files to the extent relating to Debtor’s customers, clients and patients; (v) all deeds, documents, writings, papers, books of account and other books relating to or being records of Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; (vi) all contractual rights and insurance claims; (vii) all patents, industrial designs, trade-marks, trade secrets and know-how including without limitation environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personality rights, plant breeders’ rights, integrated circuit topographies, software and all other forms of intellectual and industrial property, and any registrations and applications for registration of any of the foregoing. As foregoing (collectively “Intellectual Property”); and (viii) all property described in Schedule “C” or any schedule now or hereafter annexed hereto. (b) The Security Interest granted hereby shall not extend or apply to all and Collateral shall not include the last day of the above described personal property which is term of any lease or which hereafter becomes a “fixture” under applicable lawagreement therefor but upon the enforcement of the Security Interest, this Mortgage constitutes a fixture filing under Debtor shall stand possessed of such last day in trust to assign the Pennsylvania Uniform Commercial Code, as amended or recodified from time same to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCany person acquiring such term.

Security Interest. Mortgagor For valuable consideration, the receipt whereof is hereby acknowledged, Borrower hereby grants to Bank a continuing security interest in and to, and assigns to Mortgagee as Bank, all assets of the date hereof a security interest, Borrower (subject to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinliens permitted hereunder), wherever situated, which are located and whether now owned or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementhereafter acquired, including, without limitation, the Existing Swap; following: (a) all Contracts referenced inventory, including all goods, merchandise, raw materials and work in Section 5.16 below process, unpaid finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower's business (all hereinafter called the “Inventory”); (b) all accounts as defined in the Uniform Commercial Code (“UCC”) Article 9, (hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including property management without limitation registered and leasing agreements)unregistered tradenames, architects’ agreementscopyrights, and/or construction agreements with respect customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, servicemarks, trademarks, patents, ledger sheets, files, records, data processing records relating to the completion any Accounts and all tax refunds of any improvements on the Subject Property)every kind and nature to which Borrower is now or hereafter may become entitled to, general intangibles, chattel paper (whether electronic or tangibleno matter how arising), instruments, documents, promissory notes, drafts, letters of creditchattel paper (whether tangible or electronic) deposit accounts, letter of credit rightsrights (whether or not the letter of credit is evidenced by a writing), securities, security entitlements, security accounts, investment property, supporting obligations, insurance policieschoses in action, insurance commercial tort claims, and condemnation awards all other debts, obligations and proceedsliabilities in whatever form, owing to Borrower from any person, firm or corporation or any other rights to the payment of moneylegal entity, trade nameswhether now existing or hereafter arising, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon received by Mortgagor; or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all permitsguarantees and securities therefor, consentsall right, approvalstitle and interest of Borrower in the merchandise or services which gave rise thereto, licensesincluding the rights of reclamation and stoppage in transit, authorizations all rights to replevy goods, and all rights of an unpaid seller of merchandise or services; (c) all machinery, equipment, trade fixtures and other rights granted bysimilar goods (as defined in Article 9 of the Uniform Commercial Code) whether now owned or hereafter acquired by Borrower and wherever located, given by all replacements and substitutions therefor or obtained fromaccessions thereto and all proceeds thereof (all hereinafter called the “Equipment”); (d) all moneys, any governmental entity with respect to securities and other property (and the Subject Property; all deposits or other security proceeds thereof) now or hereafter made with held or given received by, or in transit to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansBank, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageefrom or for it, whether for safekeeping, pledge, custody, transmission, collection or not disbursed; otherwise and all funds deposited credits and balances of it, with Mortgagee pursuant to Bank at any loan agreement; time existing; (e) all reservesgoods, deferred paymentsmachinery, deposits, accounts, refunds, cost savings equipment and payments all of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files Borrower’s other tangible personal property (to the extent not included within Inventory or Equipment), now owned or hereafter acquired and wherever located, as well as all of Borrower’s right, title and interest in and to any such goods as may be now or hereafter held or used by Borrower under any lease which otherwise does not provide for a security interest to a third-party, lease-purchase, conditional sales, use or other agreements under which Borrower is or may become entitled to the use and possession thereof, with any and all other rights and benefits flowing from or under such agreements, all as may be used, useful or bought for use in connection with the ownership and/or operation of Borrower’s business, and any operations incidental to or associated with the same, or otherwise, and all service contracts relating to any of the foregoing. As to , all whether now owned or hereafter acquired and wherever located, together with all replacements and substitutions therefor and all additions and accessions thereto; (f) all right, title and interest of Borrower in any Master Swap Agreement between Borrower and Bank that may be entered into in the future, and each transaction entered into thereunder including, without limitation, all amounts payable or deliverable thereunder and the benefit of any guarantee or other credit support in connection therewith; and (g) all proceeds and products of all of the above foregoing in any form, including, without limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the temporary use of any of the foregoing (all of the assets described personal in this Section 1, together with any other property which is or which interests that are now or hereafter becomes a subject to the Security Documents (defined below), are sometimes hereinafter referred to as the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCollateral”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor For the purpose of securing Purchaser (referred to in this Section as “Secured Party”) in the payment of the Obligations (hereinafter defined), Seller (referred to in this Section as “Debtor”) hereby grants a lien and assigns security interest to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, Purchaser in all of the following described personal property in which Mortgagor assets, now owned or at any time hereafter has any interest acquired by Seller (collectively, the “Collateral”): ): (a) All goodspresent and future accounts, building and other materialscontract rights, suppliesgeneral intangibles, work in processinvestment property, chattel paper, documents, instruments, inventory, equipment, machineryfarm products, fixtures, furnitureother goods, furnishingsminerals, signs money, payment intangibles, commercial tort claims, and deposit accounts, wherever located, now owned or hereafter acquired by Debtor, and any and all present and future tax refunds of any kind whatsoever to which Debtor is now or shall hereafter become entitled. (b) All present and future increases, profits, combinations, reclassifications, improvements, and products of, accessions, attachments, and other personal property additions to, tools, parts, and embedded software included therein, wherever situated, which are or are to be incorporated into, equipment used in connection with, and substitutes and replacements for, all or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 aboveheretofore described. (c) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, All present and future accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below general intangibles (including property management trademarks, patents and leasing agreementscopyrights), architects’ agreementschattel paper, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)documents, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance cash and condemnation awards and noncash proceeds, any and other rights to the payment of money, trade names, trademarks and service marks arising from or related to by virtue of, or from the ownershipvoluntary or involuntary sale or other disposition of, managementor collections with respect to, leasing or operation insurance proceeds payable with respect to, or proceeds payable by virtue of the Subject Property warranty or other claims against manufacturers of, or claims against any business now other person or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to all or any part of the Subject Property; property heretofore or hereafter described. (d) All present and future security for the payment to Debtor of any of the property heretofore described and goods which gave or will give rise to any of such property or are evidenced, identified, or represented therein or thereby. (e) Any and all deposits contracts, subcontracts, and agreements, written or oral, between Debtor and any other party, and between parties other than Debtor, in any way relating to the supplying of labor, supplies or other security services therefor. (f) All of the right, title, and interest of Debtor in, to, and under any and all (i) contracts, licenses, and permits, whether such contracts, licenses, and permits are now or at anytime hereafter existing; and, (ii) all amendments and supplements to and renewals and extensions of such contracts at any time made, and together with all rebates, refunds or deposits, and all other sums due or to become due under and pursuant thereto and together with all powers, privileges, options, and other benefits of Debtor under such contracts. (g) All of the right, title, and interest of ▇▇▇▇▇▇ in and to all building and construction materials, machinery and equipment. (h) All money, instruments, and other property of Debtor now or hereafter made held by Secured Party. (i) All deposits (general or special, time or demand, provisional or final) and other accounts of Debtor now or hereafter on deposit with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether Secured Party and all other sums at any time credited by or not disbursed; all funds deposited with Mortgagee pursuant owing from Secured Party to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings Debtor. (j) Proceeds and payments Products of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with foregoing in any form. Terms used above have the meanings assigned in the Uniform Commercial Code as in effect in the State of Texas (the “UCC”). Purchaser shall have all booksthe rights and remedies provided to a secured party under the UCC, records including the right to file one or more financing statements, as further described below. Seller and files Purchaser agree that to the extent relating Purchaser exercises or is deemed to exercise its rights under this Agreement as a secured party, Purchaser shall account for the proceeds of the accounts receivable and Receivables, deal with the disposition of the accounts receivable and Receivables, and permit Seller to redeem the accounts receivable and Receivables in the same manner provided for elsewhere in this Agreement. Purchaser's compliance with its obligations regarding collection and/or disposition of Receivables and accounts receivable and other rights which are described in this Agreement shall fulfill Purchaser's duties and obligations as a secured party pursuant to Sections 9.601 through 9.604 of the Texas Business and Commerce Code. Purchaser shall not be deemed to accept the accounts receivable and Receivables in discharge of Seller's obligations to Purchaser unless Purchaser sends Seller express written notice of Purchaser's intent to do so. Seller hereby agrees not to grant a security interest, junior or otherwise, or encumbrance of any kind, in the Collateral to any other entity without the prior express written approval of Purchaser. In furtherance thereof, Purchaser may include the foregoing. As to all of following language on any UCC filing: Furthermore, Seller authorizes the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that: (“a) indicate the Collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC”), or as being of an equal or lesser scope or with greater detail; (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and is acknowledged and agreed any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; (c) contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienholder or potential secured party may be tortuously interfering with Purchaser’s rights; and (d) advises third parties that any notification of Seller’s account debtors will interfere with Purchaser’s collection rights. In recognition of the Purchaser's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Purchaser shall not be required to record any terminations or satisfactions of any of Purchaser's liens on the Collateral unless and until Seller has executed and delivered to Purchaser a general release in a form acceptable to Purchaser and substantially similar to that Release attached hereto and made a part hereof as Exhibit “mortgage” A”. Seller understands that this provision constitutes a waiver of its rights under Section 9.513 of the UCC. Seller shall maintain insurance on the Collateral and all other insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; (b) as requested by Purchaser, loss payable endorsements (or their equivalent) in favor of Purchaser. All policies of insurance shall provide for not less than thirty (30) day’s prior written cancellation notice to Purchaser. Notwithstanding the creation of a security interest herein, Purchaser shall not be a lender or fiduciary of Seller. Use of the terms “Debtor” and “Secured Party” herein are for reference only. The relationship of the parties hereto is that of Purchaser and Seller of accounts, and not that of lender and borrower. When Purchaser purchases an account receivable that serves as Collateral hereunder, it then becomes Purchaser’s property.

Security Interest. Mortgagor hereby grants (a) To secure the prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Secured Obligations, in all obligations and liabilities of the following described personal property Maker to the Payee under this Note and to the Stockholders under the Notes, including all costs and expenses accrued or incurred in which Mortgagor now or at any time hereafter has any interest connection therewith (collectively, the “Obligations”), the Maker hereby assigns, pledges and grants to Stockholder Representative, as agent for Payee a continuing security interest in and lien upon all of the Maker’s property and assets (the “Collateral”): All goods), building whether real or personal, tangible or intangible, and other materialswhether now owned or hereafter acquired, suppliesor in which it now has or at any time in the future may acquire any right, work title or interest, including without limitation, all of the following property in processwhich it now has or at any time in the future may acquire any right, title or interest: all accounts, inventory, equipment, machinerygoods, fixturesdocuments, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, instruments (including, without limitation, all acquisition agreements with respect to the Subject Propertypromissory notes); all of Mortgagor’s rights under any Swap Agreement, contract rights, general intangibles (including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementspayment intangibles), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rightspaper, supporting obligations, insurance policiesinvestment property, insurance letter-of-credit rights, trademarks, tradestyles, patents and condemnation awards copyrights in which the Maker now has or hereafter may acquire any right, title or interest, all books, records, computer programs, tapes, disks, and proceedsrelated data processing software that at any time evidence or contain information relating to Collateral or are otherwise necessary or helpful in the collection thereof or realization thereon, any all proceeds and products thereof (including, without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. The Maker authorizes the Payee to file such financing statements and amendments thereto and all other documents and instruments and to do such other acts and things as are reasonably necessary to establish and maintain a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated hereby all in accordance with the Uniform Commercial Code of the State of Delaware as in effect from time to time. The security interest granted hereby shall be prior in right to all other security interests granted by the Maker in its assets, except that such security interest will be junior in right to no more than Three Million Dollars ($3,000,000) (the “Maximum Amount”) of other secured Indebtedness of the Maker. The Maker covenants and agrees that it will not incur Indebtedness secured by any of its assets in excess of the Maximum Amount, unless the security interest granted by the Maker in connection with any such secured Indebtedness in excess of the Maximum Amount is subordinate to the security interest granted to the Stockholder Representative, as agent and the Payee pursuant to the Notes and this Note. (b) The Payee agrees to act cooperatively in the event the Maker defaults in the payment of its Obligations under this Note and the Notes. In furtherance of the foregoing, notwithstanding anything herein to the contrary, the Payee agrees that actions to foreclose on the Collateral or otherwise to give notice of an Event of Default or to enforce its rights under this Note may be taken only by the Stockholder Representative, as agent for all of the Stockholders and the proceeds of any collection or sale of the Collateral, as well as any Collateral consisting of cash be applied as follows: First, to the payment of moneyall reasonable costs and expenses incurred by the Stockholder Representative in connection with such collection or sale, trade namesincluding but not limited to, trademarks all court costs, the repayment of all advances made by the Stockholder Representative on behalf of the Maker and service marks arising from the reasonable fees and expenses of its agents and legal counsel and any other reasonable costs and expenses incurred in connection with the exercise of any rights or related remedy hereunder. Second, to the ownership, management, leasing or operation payment in full of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations principal and other rights granted by, given by or obtained from, any governmental entity with accrued interest in respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to Notes outstanding pro rata as among the Subject Property or any portion thereof; together with all replacements Stockholders and proceeds ofthereafter, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCother Obligations then outstanding.

Security Interest. Mortgagor As security for the Secured Obligations described in Section 3 hereof, each Debtor hereby grants and assigns to Mortgagee as of the date hereof Secured Party a security interest, to secure payment interest in and performance of lien on all of the Secured Obligationstangible and intangible personal property and fixtures of such Debtor, in including without limitation the property described below, whether now owned or existing or hereafter acquired or arising, together with any and all additions thereto and replacements therefor and proceeds and products thereof (hereinafter referred to collectively as the "Collateral"): (a) all of the following described such Debtor's tangible personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All including without limitation all present and future goods, building and other inventory (including, without limitation, all materials, suppliesmerchandise, raw materials, work in process, finished goods and supplies), equipment, farm products, merchandise, furniture, fixtures, office supplies, motor vehicles, machinery, fixturestools, furniturecomputers, furnishingsand associated equipment now owned or hereafter acquired, signs and other including, without limitation, all tangible personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the operation of the businesses of such Debtor, (ib) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent that such rights are assignable as collateral, such Debtor's rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to such Debtor for the same are not effectively made a part operation of the real property pursuant to Section 1.1 aboveits business; (c) or (ii) the Improvements; together with all rents (to the extentextent that such rights are assignable, if anyall of such Debtor's rights under all present and future joint venture, they are not subject to Article 3); technology transfer, research and development, development funding, construction, engineering, and management agreements and all inventoryrelated agreements; (d) all of such Debtor's other personal property, accountsincluding, cash receiptswithout limitation, deposit all present and future accounts, accounts receivable, contract rights, licenses, agreements, general intangibles (including, including without limitation, all acquisition agreements with respect customer lists, catalogs and other printed materials, goodwill, indexes, lists, data and other documents and papers relating thereto, blue prints, designs and research and development), trademarks, patents, copyrights, rights in intellectual property, trade secrets, proprietary or confidential information, inventions (whether patented or patentable or not), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records now owned or hereafter acquired by a Debtor stored on any medium, including electronic medium, related to any of the Subject Property)personal property of such Debtor, all instruments, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to such Debtor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to such Debtor, and all guaranties and security therefor; and (e) all investment property of Mortgagor’s rights under any Swap Agreementthe Debtor, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below shares of capital stock (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation "Pledged Stock") of the Subject Property companies (the "Listed Companies") listed in Schedule II attached hereto ascribed to such Debtor (the Pledged Stock and any additional investment property, securities or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect collateral pledged hereunder are sometimes herein referred to collectively as the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any "Pledged Collateral"). Any of the foregoing; together with all books, records foregoing terms which are defined in the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts shall have the meaning provided in the Uniform Commercial Code as supplemented and files to the extent relating to any of expanded by the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

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

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

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

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all (a) Each of the following described personal property in which Mortgagor items or types of property, whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the Purchased Items (collectivelythe "Purchased Items"): all Purchased Assets, the “Collateral”): All goodsEquity Interests, building all rights and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on security interests under each Purchase Agreement (ibut not the obligations thereunder) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (those rights relate to the extentPurchased Assets, if anyall Mortgage Loan Documents, they are not subject to Article 3); all inventoryMortgage Asset Files, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition promissory notes, all Security Agreements relating to the Purchased Assets and any other collateral pledged or otherwise relating to such Purchased Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Purchased Assets, all Servicing Agreements, Servicing Records, Servicing Files and Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise and all amounts on deposit therein, from time to time, all rights of the Seller under any Pooling and Servicing Agreements relating to the Purchased Assets, all other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Subject Property); all of Mortgagor’s Purchased Assets and the right to enforce such payments, insurance policies and the rights under to any Swap Agreement, including, without limitationinsurance proceeds, the Existing Swap; Collection Account and all Contracts referenced in Section 5.16 below (including property management and leasing agreements)monies, architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred paymentscash, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property securities or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal investment property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time on deposit in the Collection Account, or any collection account, escrow account, collateral account or lock - box account related to the Purchased Items, rights of the Seller under any letter of credit, guarantee, or other credit support or enhancement related to the Purchased Items, any Interest Rate Protection Agreements relating to the Purchased Assets, all "general intangibles", "accounts", "chattel paper", "deposit accounts", "instruments", "securities" and "investment Loan Purchase and Repurchase Agreement (“UCC”)Wachovia and Arbor) 76 property" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and is acknowledged any and agreed to be a “mortgage” under all replacements, substitutions, distributions on or proceeds of any and all of the UCCforegoing.

Security Interest. Mortgagor Debtor hereby grants to Secured Party a continuing security interest in and assigns to Mortgagee as and a lien upon, the following personal property and other assets and interests in property of Debtor (the date hereof a security interest, “Collateral”) in order to secure payment prompt repayment of any and performance of all of the Secured Obligations, Obligations in all accordance with the terms and conditions of the following described personal property Loan Documents and in which Mortgagor order to secure prompt performance by Debtor of its covenants and duties under the Loan Documents: (a) (i) All of Debtor’s now owned or at any time hereafter has any acquired right, title and interest in and to each of the following: (1) Production agreement between Coming Home Studios, LLC and ▇▇▇▇▇ ▇▇▇▇▇ Ltd. dated March 1, 2004; (2) Production agreement between Coming Home Studios, LLC and Godsmack Partnership dated March 18, 2004; (3) Production agreement between Coming Home Studios, LLC and ▇▇▇▇ Cat Records, Inc. dated as of April 11, 2003 and executed August 18, 2003; and (4) Distribution Agreement between Coming Home Studios, LLC and Ideal Entertainment dated May 21, 2004 (collectively, the “CollateralDesignated Contracts”): All goods, building ); and [Insert other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs production and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or distribution agreements] (ii) All of Debtor’s now owned or hereafter acquired right, title and interest in and to any Accounts, Books, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Property, Negotiable Collateral, and Supporting Obligations (all as defined in the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements Code) with respect to the Subject Property)Designated Contracts, including present and future inventory and merchandise, all present and future goods held for sale or lease or to be furnished under a contract of service, all raw materials, work in process and finished goods, all packing materials, supplies and containers relating to or used in connection with any of the foregoing, and all bills of lading, warehouse receipts or documents of title relating to any of the following; and (b) all proceeds and products, whether tangible or intangible, of Mortgagor’s rights under any Swap Agreementof the foregoing, including, without limitation, the Existing Swap; proceeds of insurance covering any or all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or foregoing, and any business now or hereafter conducted thereon by Mortgagor; all permitsproceeds resulting from the sale, consentsexchange, approvalscollection, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments disposition of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records or any portion thereof or interest therein, and files to the extent relating to any of the foregoingproceeds and products thereof. As to all used in this Security Agreement, “proceeds” means: whatever is acquired upon the sale, lease, license, exchange or other disposition of the above described personal property which Collateral; whatever is collected on, or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), distributed on account of Collateral; and is acknowledged and agreed to be a “mortgage” under the UCCany rights arising out of Collateral.

Security Interest. Mortgagor Undersigned hereby grants and assigns to Mortgagee as of the date hereof Bank a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following property now owned or hereafter acquired by Undersigned. [_] ________ The securities described personal property below, together with all cash, stock or other dividends or distributions paid upon or made in which Mortgagor now respect of such securities in any form; all securities received in addition to or at any time hereafter has any interest in exchange for such securities; and all subscription rights incident to such securities; ______ all equipment, wherever located, including machinery, motor vehicles, furniture and fixtures; ______ all inventory (collectivelywhether held for sale or lease or to be furnished under contracts of service), the “Collateral”): All goods, building and other raw materials, supplies, work in process, equipmentand materials used or consumed in the conduct of Undersigned's business, machineryand all books, fixturesrecords, furniture, furnishings, signs invoices and other personal property documents which describe or evidence the same; and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with _____ all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract contracts rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)choses in action, instruments, documentschattel paper, promissory notes, drafts, letters documents (including all documents of credit, letter of credit rights, supporting obligations, insurance policies, insurance title and condemnation awards warehouse receipts) and proceeds, any other all rights to the payment of money, trade names, trademarks and service marks arising from however evidenced or related arising. [_] ________ Other. In addition to the ownershipforegoing, managementUndersigned: (1) grants to Bank a security interest in all substitutions for, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitsrenewals of, consentsimprovements, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofadditions to, and additions the products and accessions to, any proceeds (cash and non-cash) of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above foregoing property and any insurance policies relating thereto; (2) grants to Bank a security interest in, lien upon, and right of setoff against, all deposit accounts, credits, securities, moneys or other property of Undersigned which may at any time be in the possession of, delivered to, or owed by Bank, including any proceeds or returned or unearned premiums of insurance, and the proceeds of all the foregoing property; and (3) assigns to Bank all moneys which may become payable on any policy of insurance required to be maintained under this Note, including any returned or unearned premiums. All such property subject to Bank's security interests described personal in this Section 1 is referred to herein collectively as the "Collateral." With respect to Section 4 hereunder, the term "Collateral" shall not include the property which is or which hereafter becomes a “fixture” described in Subsection (2) of this Section 1. All security interests in Collateral shall be deemed to arise and be perfected under applicable law, this Mortgage constitutes a fixture filing under and governed by the Pennsylvania Uniform Commercial Code, as amended except to the extent that such law does not apply to certain types of transactions or recodified from time to time (“UCC”)Collateral, and is acknowledged and agreed to be a “mortgage” under the UCCin which case applicable law shall govern.

Security Interest. Mortgagor Subject to the terms of this Agreement, Debtor hereby grants and assigns to Mortgagee as Secured Party, for the ratable benefit of the date hereof Lenders, a security interestinterest in, to secure payment lien on and performance of assignment of, the following property, whether now or hereafter existing or acquired (such property being hereinafter sometimes called the "COLLATERAL"): (a) all of the Secured Obligationsnatural gas compressor units and fleets and Compressor Equipment of Debtor, in including such compressor fleets and Compressor Equipment more particularly described on SCHEDULE 1 annexed hereto, together with all compressors and parts thereof of Debtor, whether now owned or hereafter acquired, and all replacements or substitutions thereof and therefor; (b) all of the following described personal property in which Mortgagor Equipment and Inventory of Debtor, wherever located and whether now owned or at any time hereafter has any interest (collectivelyacquired, the “Collateral”): All goodsincluding without limitation, building all vehicles and other types of rolling stock, all airplanes, and all materials, suppliesparts, work spare parts, components and supplies of every kind and description, of Debtor, including all such Equipment and Inventory located at (x) Debtor's offices in processDallas, equipmentTexas and its fabrication maintenance facilities in West Monroe, machineryOuachita Parish, fixturesLouisiana, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (iy) the real property yards and/or storage areas of Debtor as more particularly described on Exhibit A attached SCHEDULE 2 annexed hereto and incorporated by reference herein all other locations wherever they may be; (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 abovec) or (ii) the Improvements; together with all rents (to the extentAccounts, if anyCompressor Rental Income and all other compressor rental and lease receivables, they are not subject to Article 3); all inventoryreimbursements, accountsnotes receivable, cash receipts, deposit accounts, accounts receivablecontracts, contract rights, licensesgeneral intangibles, agreementschattel paper, (documents and instruments arising out of the sale, rental, lease, management or maintenance of Compressor Equipment, Inventory or of compressor units or compressor fleets or from services rendered, and any and all agreements for the sale, rental or lease of compressor units or products or furnishing of services pertaining thereto by the Debtor, including, without limitation, all acquisition agreements employment agreements, rental and lease fleet agreements, sales contracts and purchase orders; (d) all General Intangibles of the Debtor, whether now owned or hereafter acquired, including without limitation the following arising out of, in connection with respect or pertaining to the Subject Propertyrental, lease, sale, maintenance, management, construction or transportation of Compressor Equipment and natural gas compressor units: (i) all rental, lease and sales contracts, purchase orders and employee agreements; (ii) all processes, formulae, scientific and/or technical information, trade secrets, customer lists, plans, reports, samples, prototypes, know-how, all items in application, development or other pending status and all similar items which are used in connection with Debtor's conduct and operation of its Compressor Equipment and natural gas compressor business; and (iii) all of Debtor's rights, titles, interests, and benefits under all partnerships and joint venture agreements between Debtor and any other Person and under all rentals and leases of natural gas compressors units (whether as lessor or lessee); PROVIDED, HOWEVER, that neither the Secured Party nor the Lenders hereby assume any liabilities, obligations or responsibilities in connection therewith; (e) all fixtures, furniture and equipment of Mortgagor’s rights under Debtor, now owned or hereafter acquired, all additions, accessions, and substitutions thereto and therefor, and all accessories, parts and equipment now or hereafter affixed to or used in connection with (i) Debtor's real property and leasehold interest in real property located in Oklahoma City, Oklahoma County, Oklahoma, its offices in Dallas, Texas and storage facilities in or near Kilgore, Texas and elsewhere, wherever situated, and (ii) Debtor's real property in West Monroe, Ouachita Parish, Louisiana, and described on SCHEDULE 3 attached hereto, and (iii) all goods and other fixtures, furniture and equipment acquired with the proceeds thereof; (f) all Compressor Rental Income, other income, cash, money, certificates of deposit, time deposits and demand deposits of Debtor and at any Swap Agreementtime in the possession or control of any of Secured Party or Lenders; (g) all ledgers, journals, books, records, vouchers, shipping tickets, receipts, sales memoranda, contracts, partnership agreements, joint venture agreements, correspondence and other writings, data or papers evidencing or relating to the items or types of collateral described above in subsections (a) through (f), inclusive; and (h) all products and proceeds of and all replacements, additions, substitutions, accessories, appurtenances, and parts for, the items or types of collateral described above in subsections (a) through (g), inclusive, whether now owned or hereafter acquired including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

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

Security Interest. Mortgagor Tenant hereby grants pledges, transfers and assigns to Mortgagee Landlord, and grants to Landlord, as additional security for Tenant's obligations under this Lease, a continuing perfected first priority security interest in and to, and a first lien upon: (i) the Accounts and Local Accounts owned by it from time to time, now existing or hereafter arising, and all amounts which may from time to time be on deposit in each of such Accounts and Local Accounts (such first lien is subject to the Lien on Membership Contract Receivables arising under the Working Capital Loan Documents); (ii) all of Tenant's right, title and interest in and to all cash, property or rights transferred to or deposited in each Account and each Local Account from time to time; (iii) all certificates and instruments, if any, from time to time representing or evidencing the Accounts or Local Accounts or any amount on deposit in any thereof, or any value received as a consequence of possession thereof, including all interest, dividends, cash, instruments and other property from time to time received or otherwise distributed in respect of, or in exchange for, any or all of such Accounts or Local Accounts; (iv) all monies, chattel paper, checks, notes, bills of exchange, negotiable instruments, documents of title, money orders, commercial paper, and other security instruments, documents, deposits and credits from time to time in the possession of Landlord representing or evidencing such Accounts or Local Accounts; (v) all other property, held in, credited to or constituting part of any of the date hereof a security interestAccounts or Local Accounts; (vi) all earnings and investments held in any Account or Local Account in accordance with this Lease; and (vii) to the extent not described above, to secure payment any and performance of all proceeds of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest foregoing (collectively, the “Collateral”): All goods"ACCOUNT COLLATERAL"). This Lease and the pledge, building assignment and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively grant of security interest made a part hereby secures payment of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights Tenant's obligations under any Swap Agreement, including, without limitation, this Lease in accordance with the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to provisions set forth herein. This Lease shall be deemed a security agreement within the completion meaning of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

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

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

Security Interest. Mortgagor hereby grants As collateral security for the prompt performance and assigns to Mortgagee as payment in full of the date hereof a security interestindebtedness evidenced by this Note, to secure payment including accrued and performance unpaid interest and costs of all of the Secured Obligations, collection and any other charges due in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest connection herewith (collectively, the “"Obligations"), the Corporation hereby grants to the Lender a continuing security interest in all assets now or hereafter owned or acquired by the Corporation, and any accessions or substitutions thereto, including without limitation the following (collectively, the "Collateral”"): All goods, building inventory of the Corporation; all goods and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) equipment of the Corporation; all accounts receivable of the Corporation; all real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3)Corporation; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to rights of the Subject Property)Corporation; all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights of the Corporation to the payment of money, amounts due under factoring agreements, tax refunds and insurance proceeds; all interests of the Corporation in goods as to which an account receivable shall have arisen; all files, records and writings of the Corporation or in which it has an interest in any way relating to the foregoing property; all deposit accounts, investment property, instruments, documents of title, policies and certificates of insurance, securities, promissory notes, chattel paper, deposits, cash or other property owned by the Corporation or in which it has an interest; all general intangibles of the Corporation including without limitation good will, trade secrets, trade names, trademarks trademarks, URLs, patents, patent applications and service marks arising from or related to the ownership, management, leasing or operation any rights of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations Corporation to retrieval from third parties of electronically processed and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating recorded information pertaining to any of the foregoing. As to foregoing types of Collateral; and proceeds and products of all of the above described personal property which is foregoing. The Corporation shall cooperate with the Lender in preparing and filing one or which hereafter becomes more UCC-1 financing statements or other financing notices complying with the requirements of applicable law and otherwise in form approved by the Lender; and shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Lender may reasonably require more completely to vest in and assure to the Lender its rights hereunder or in any of the Collateral. Upon the happening of any Event of Default, the Lender shall have all of the rights and remedies of a “fixture” under applicable law, this Mortgage constitutes a fixture filing secured party under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, to secure payment and performance of all of the Secured ObligationsObligations of Trustor, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property and the improvements situated thereon as described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property Property pursuant to Section 1.1 above) or (ii) the Improvements); together with all rents rents, issues, deposits and profits of the Secured Property (to the extent, if any, they are not subject to Article 3III above); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all letter of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property)credit rights, general intangibles, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Secured Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Secured Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Secured Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Secured Property; all plans, drawings and specifications relating to the Subject Secured Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Secured Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all This Deed of the above described personal property which is or which hereafter becomes Trust constitutes a “fixture” under applicable law, this Mortgage constitutes financing statement filed as a fixture filing under pursuant to the Pennsylvania provisions of Division 9 of the California Uniform Commercial Code, as amended or recodified from time to time (“UCCCUCC”), ) with respect to those portions of the Secured Property consisting of goods which are or are to become fixtures relating to the Secured Property. The addresses of Trustor (Debtor) and is acknowledged Beneficiary (Secured Party) are set forth in Section 5.8 below. Terms used in the description of the Collateral and agreed to be a “mortgage” under not specifically defined shall have the UCCmeaning given such terms in the CUCC.

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

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary, as of the date hereof Effective Date, a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements); together with all rents (to rents, issues, deposits and profits of the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, judgments, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreementagreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all other items of personal property (of whatever kind or nature) used in the operation of the Subject Property; all of the rights and interest of Trustor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Trustor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (or may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a "fixture filing under filing" within the Pennsylvania meaning of the Tennessee Uniform Commercial Code, Code (as amended or recodified from time to time (“time, "UCC”), ") Sections TCA 47-9-313 and is acknowledged and agreed to be a “mortgage” under the UCCTCA 47-9-402.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof Effective Date (as defined in the Project Loan Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter owns or has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and property, embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, ny-1258362 or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Property); all after acquired title, and all right, title, interest and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or pertaining to such real property, and together with all development rights or credits, air rights, water, water rights and water stock related to such real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property; together with all rents rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, obligations insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitsrights of Mortgagor under any interest rate hedge, cap, swap or similar agreement; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee or another depository pursuant to the Project Loan Agreement or any loan agreementother Loan Documents; all reserves, deferred payments, deposits, accounts, refunds, cost savings refunds and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), ; and is acknowledged and agreed to be a “mortgage” under recorded in the UCCreal estate records of the county in which the Property is located.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment): (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles: (E) All farm products, crops, timber, minerals and the like (including oil and gas), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. Mortgagor hereby grants (a) Although the parties intend that all Transactions hereunder be sales and assigns to Mortgagee as of purchases and not loans (other than the date hereof a security interestMSRs, which are pledged, and not sold, to secure payment Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of all of the Secured Obligationsits Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following described personal property in which Mortgagor items of property, whether now owned or at any time hereafter has any interest (collectivelyacquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “CollateralRepurchase Assets”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on : (i) the real property described Participation Certificates and all MSRs related thereto, including Acquired MSRs, whether such MSRs are in existence on Exhibit A attached hereto the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, and incorporated by reference herein (to whether or not such Assets or the extent the same related Mortgage Pools are not effectively made a part of the real property pursuant to Section 1.1 above) or listed on an Asset Schedule; (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights MSRs arising under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to any Servicing Contract; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the ownershiprelated Servicing Contract, management▇▇▇▇▇▇ ▇▇▇ MBS or Participation Agreement, leasing or operation of including MBS Advances; (iv) any rights in the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations Dedicated Account and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; amounts on deposit therein; (v) all deposits rights under the Participation Agreement; (vi) all records, instruments or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, documentation evidencing any of the foregoing; (vii) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Participation Agreement and the Servicing Contracts); together with and (viii) any and all booksreplacements, substitutions, distributions on or proceeds of any and all of the foregoing; provided, however, that the Repurchase Assets shall not include any Excluded Assets. (b) Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. ▇▇▇▇▇▇ agrees to mark its computer records and files tapes to evidence the interests granted to Buyer hereunder. (c) The parties acknowledge that ▇▇▇▇▇▇ ▇▇▇ has certain rights under the Acknowledgment Agreement, including the right to cause the Seller to transfer servicing to Buyer or Buyer’s designee under certain circumstances as more particularly set forth therein. To the extent that ▇▇▇▇▇▇ ▇▇▇ requires a transfer of MSRs to a Successor Issuer, and in order to secure Seller’s obligations to effect such transfer, when and if such transfer is required, Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the MSRs to such Successor Issuer, whether now owned or hereafter acquired, LEGAL02/43438678v9 now existing or hereafter created and wherever located. The parties acknowledge that, to the extent relating that ▇▇▇▇▇▇ ▇▇▇ exercises its rights to any cause Seller to transfer the MSRs, including Advance Reimbursement Amounts and Portfolio Excess Spread, to a Successor Issuer (and, if accepted by Buyer, to cause a Successor Issuer to accept and assume the responsibility for performing Seller’s servicing duties under, and otherwise complying with the related Servicing Contract) without the requirement of payment therefor, such transfer shall be deemed a transfer in exchange for debt forgiveness by Buyer in an amount equal to the lesser of (x) the fair market value of such MSRs, including Advance Reimbursement Amounts and Portfolio Excess Spread and (y) the outstanding balance of the foregoingRepurchase Price attributable to such MSRs, including Advance Reimbursement Amounts and Portfolio Excess Spread, each as determined by Buyer. As to The Successor Issuer shall have all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under rights and remedies against Seller and the Pennsylvania Uniform Commercial Code, Purchased Assets and Repurchase Assets as amended or recodified from time to time (“UCC”), set forth herein and is acknowledged and agreed to be a “mortgage” under the UCC. (d) The foregoing provisions of this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all of the Secured Obligations, in all Debtor hereby grants to Secured Party, for the benefit of the Secured Creditors, a continuing security interest in, a general lien upon, and a right of set-off against, the following described personal property in which Mortgagor Property of Debtor: (a) all now existing and hereafter acquired or at any time arising Accounts, Goods, General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of credit, Letter of Credit Rights, advices of credit, money, As-Extracted Collateral (including As Extracted Collateral from the Debtor's present and future operations, regardless of whether such mineral or gas interests are presently owned or hereafter has any interest acquired by Debtors), Commercial Tort Claims (collectivelyas listed on a schedule attached hereto), the “Collateral”): All goodsEquipment, building Inventory, Fixtures and other materialsSupporting Obligations, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds thereof); (b) to the extent, if any, they are not subject to Article 3); all inventoryincluded in clause (a) above, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licensesDebtor's present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any natural gas, casinghead gas, all other hydrocarbons not defined as oil, carbon dioxide, and helium or other substances of a gaseous nature ("Gas"), oil or other minerals by Debtor or any one or more of its agents, representatives, successors or assigns to any purchaser or acquirer thereof, and all products, replacements and proceeds thereof (including, without limitation, all acquisition agreements with respect Gas or oil sales contracts) and (ii) relating to the Subject Propertymining, drilling or recovery of any mineral, crude oil or gas reserves for the benefit of or on behalf of Debtor or any of its agents, representatives, successors or assigns (including, without limitation, all contract mining, drilling or recovery agreements and arrangements); , and all products and Proceeds thereof and payments thereunder, together with all products and Proceeds (including, without limitation, all insurance policies and proceeds) of Mortgagor’s rights under and any Swap AgreementAccessions to any of the foregoing; (c) to the extent, if any, not included in clause (a) above, all Gas, oil and other minerals severed or extracted from the ground (specifically including all "As-Extracted Collateral" of such Debtor and all severed or extracted Gas purchased, acquired or obtained from other parties), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such Gas, oil or other minerals are in raw form or processed for sale and regardless of whether or not Debtor had an interest in the Gas, oil or other minerals before extraction or severance; (d) to the extent, if any, not included above, each and every other item of personal property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below licenses, contracts and agreements (including property management including, without limitation, Commodity Hedge Agreements and leasing agreementsInterest Rate Hedge Agreements), architects’ agreements, and/or construction agreements with respect to and all collateral for the completion payment or performance of any improvements on the Subject Property)contract or agreement, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements products and proceeds of, Proceeds (including all insurance policies and additions proceeds) and accessions to, any of the foregoing; together with all books, records and files to the extent relating Accessions to any of the foregoing. As ; (e) all present and future business records and information, including, without limitation, computer tapes and other storage media containing the same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to all use such software) for accessing and manipulating such information; and (f) any additional property of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Debtor from time to time (“UCC”), and is acknowledged and agreed delivered to be a “mortgage” under or deposited with Secured Party as security for the UCCSecured Obligations or otherwise pursuant to the terms of this Security Agreement.

Security Interest. Mortgagor As security for the Secured Obligations described in Section 2 hereof, the Debtor hereby grants and assigns to Mortgagee as of the date hereof Secured Party a security interest, to secure payment interest in and performance of lien on all of the Secured Obligationsproperty described below (hereinafter referred to collectively as the "Collateral"): (a) All inventory wherever located (including in transit), in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyincluding, the “Collateral”): All but not limited to, goods, building merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, materials used or consumed in connection withthe Debtor's business, or appropriated consigned to others or held by others for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (return to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 aboveDebtor, whether now owned or subsequently acquired or manufactured and wherever located; (b) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit All accounts, accounts receivable, demand deposits, "cash collateral" (as defined in 11 U.S.C. Section 363(a)), contracts, contract rights, licensesnotes, agreementsbills, (includingdrafts, without limitationchattel paper, acceptances, instruments, tax refunds, insurance proceeds, and all other debts, obligations, and liabilities in whatever form, owing to the Debtor from any person or entity, rights of the Debtor, earned or to be earned, under contracts to sell goods or render services, all acquisition agreements with respect of which now belong, have belonged, or will belong to the Subject Property); Debtor for goods sold by it or for services rendered by it, together with all guaranties and securities therefor, all right, title and interest of the Debtor in the merchandise giving rise thereto, including the right of stoppage in transit, and all goods subsequently acquired by the Debtor by way of substitution, replacement, return, repossession or otherwise; (c) Any and all products and proceeds of any or all of Mortgagor’s rights under any Swap Agreementthe foregoing, including, without limitation, cash, cash equivalents, tax refunds and the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments proceeds of insurance premiums made by Mortgagor with respect policies providing coverage against the loss or destruction of or damage to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoingCollateral; (d) All of the Debtor's after-acquired property of the kinds and types described in paragraphs (a)-(c) herein; together with all books, and (e) All records and files to the extent data relating to any of the foregoing. As to property described above, whether in the form of a writing, photograph, microfile, microfiche, or electronic media, together with all of the above described personal property which Debtor's right, title and interest in and to all computer software required to utilize, create, maintain and process any of such records or data or electronic media. The purpose of this Security Agreement is or which hereafter becomes to make the Secured Party a “fixture” under applicable law, this Mortgage constitutes secured party and provide it with a fixture filing continuing first priority interest under the Pennsylvania Uniform Commercial CodeCode of the State of New Hampshire in property of the Debtor, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCmore particularly described above.

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of 3.1 To secure the date hereof a security interest, to secure payment and performance of the Obligations including all renewals, extensions, amendments, restructurings and refinancings of any or all of the Secured Obligations, Borrower hereby grants to ▇▇▇▇▇ a continuing security interest in all of the following described personal property in which Mortgagor now following, whether nor owned or at any time hereafter has any interest acquired, and wherever located (collectively, the “"Collateral”"): All goodsall Inventory, building Equipment, Receivables, General Intangibles and other materialsIntellectual Property, suppliesPledged Securities (as defined in paragraphs 4.1 and 4.1 below), work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect of Borrower's Deposit Accounts, all money, all collateral in which Greyrock Capital is granted a security interest pursuant to any other present or future agreement, all property now or at any time in the Subject Property); future in Greyrock Capital's possession, and all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below proceeds (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion proceeds of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance proceeds of proceeds and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; claims against third parties) all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any products of the foregoing; together with , and all books, books and records and files to the extent relating related to any of the foregoing. As The security interest in the Collateral granted by Borrower to all of the above described personal property which ▇▇▇▇▇ hereunder is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed intended to be a “mortgage” second priority security interest second only to the security interest in the Collateral granted by Borrower to Greyrock Capital pursuant to the Loan and Security Agreement until such time as the obligations owing by Borrower to Greyrock Capital pursuant to the Loan and Security Agreement have been paid in full at which time this Agreement shall grant to ▇▇▇▇▇ a first priority security interest in the Collateral. 4.1 To secured the payment and performance of the Obligations, Interplay, Interplay OEM and any of their subsidiaries (each hereinafter referred to as a "Pledgor" and collectively referred to as "Pledgors") hereby delivers, pledges and grants a security interest in and assigns to ▇▇▇▇▇ all Pledgors' right, title and interest in and to all securities or limited liability company interests now or hereafter owned by Pledgors, including without limitation, those more particularly described on Exhibit A attached hereto, together with all distributions, dividends, substitutions, conversions or proceeds thereof (all in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignments in blank, and any required transfer tax stamps), as well as all general intangibles, investment property and securities entitlements relating thereto and proceeds resulting therefrom. 4.2 In the case of certificated securities, each Pledgor under paragraph 4.1 shall promptly deposit with ▇▇▇▇▇, any certificates, stock, securities, warrants, options or other documents representing and of the UCCrights pledged. In the case of uncertificated securities, each Pledgor hereby agrees to give written instructions to the issuer thereof to register the pledge hereunder in the books and records maintained by such issuer, and to obtain from such issuer a Confirmation of Issuer in the form satisfactory to ▇▇▇▇▇ to confirm that the Issuer has so registered said pledge. Such certificates, stock, equity securities, warrants, options, voting or other rights and all proceeds thereof shall stand pledged and assigned as collateral security of the Obligations in the same manner as the property described in paragraphs 4.1 and 4.2 hereof. (All of the property described in paragraphs 4.1 and 4.2 hereof is hereinafter collectively called the "Pledged Securities.")

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

Security Interest. Mortgagor hereby grants (a) As security for the prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance in full of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all of the Secured other Obligations, the Company hereby grants to the Collateral Agent, for the benefit of itself and the Holders, a security interest in and continuing first priority Lien on, all of its right, title and interest in, to and under the following described personal property following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (all of which Mortgagor now or at any time hereafter has any interest (collectively, is defined as the “"First Lien Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on "): (i) the real property described on Exhibit A attached hereto Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, and incorporated by reference herein (all proprietary rights in and to all products and proceeds therefrom, except the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or Copyright Licenses and Trademark Licenses listed in Schedule 2.1(a)(i); (ii) the ImprovementsFirst Lien Eligible Assets, and all products and proceeds therefrom; (iii) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's distribution center in Crawfordsville, Indiana, on the land more particularly described in Exhibit A hereto (the "Distribution Center"), including, but not limited to, any Equipment or Goods, all items listed on Schedule 2.1(a)(iii) and all excess cash proceeds held by the Collateral Agent pursuant to section 1.05 or section 1.13 of the Mortgage, and all products and proceeds therefrom; (iv) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's manufacturing facility in Racine, Wisconsin, on the land more particularly described in Exhibit B hereto (the "Manufacturing Facility"), including, but not limited to, any Equipment or Goods and all items listed on Schedule 2.1(a)(iv), and all products and proceeds therefrom; together with and (v) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's and its Parent's headquarters in New York City, on the land more particularly described in Exhibit C hereto (the "Headquarters"), including, but not limited to, any Equipment or Goods and all rents (items listed on Schedule 2.1(a)(v), and all products and proceeds therefrom; PROVIDED that the security interest and continuing first priority Lien granted to the extentCollateral Agent by the Company with respect to the items of the First Lien Collateral listed in Sections 2.1(a)(ii), (iii), (iv) and (v) hereof, may be subject to Permitted Liens (as defined in the Indenture) other than Eligible Credit Facility Liens. (b) As further security for the prompt and complete payment and performance in full of the principal of, premium, if any, they are not and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all other Obligations, the Company hereby grants to the Collateral Agent, for the benefit of itself and the Holders, a security interest in and continuing second priority Lien (subject to Article 3Permitted Liens) on, all of its right, title and interest in, to and under the Second Lien Eligible Assets, in each case whether now owned or existing or hereafter acquired or arising, and wherever located (all of which is defined as the "Second Lien Collateral"); PROVIDED, however, (A) such Lien and security interest in the Second Lien Collateral shall be junior in all inventoryrespects to Eligible Credit Facility Liens of the Lenders in the Second Lien Collateral securing up to $30.0 million aggregate principal amount of borrowings under the Eligible Credit Facilities and their pro rata share of related interest, accountsdefault interest, cash receiptsexpenses, deposit accounts, accounts receivable, contract rights, licenses, agreements, fees and premiums; (B) notwithstanding anything to the contrary contained in this Security Agreement (including, without limitation, all acquisition agreements Article VI hereof), the Indenture or any other Collateral Agreement, until the Eligible Credit Facility Liens are indefeasibly fully satisfied, released or terminated, the Collateral Agent shall be prohibited from taking any action with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementsuch Eligible Credit Facility Liens or Second Lien Collateral, including, without limitation, attempting to foreclose or realize upon or collect the Existing Swapproceeds of any Second Lien Collateral or otherwise exercising any rights and remedies of any kind or nature whatsoever with respect to any such Eligible Credit Facility Liens or Second Lien Collateral, including, without limitation, (I) any right to seek adequate protection in a bankruptcy proceeding of its interests in the Second Lien Collateral prior to similar action by the Lenders, (II) any right with respect to any such Eligible Credit Facility Liens to object to or participate in the manner of liquidating the Second Lien Collateral, or (III) any right with respect to any such Eligible Credit Facility Liens to claim the benefits of any doctrine of marshaling; and (C) if the claims of the Lenders have not been satisfied in all Contracts referenced respects, then any proceeds, consideration or other value received by the Collateral Agent in respect of the aforesaid Second Lien Collateral shall be received in trust for and promptly remitted to the Lenders, except this subparagraph (C) shall not apply with respect to any proceeds, consideration or other value received or to be received by the Collateral Agent (I) under a confirmed plan of reorganization of the Company or (II) following the consensual release by the Lenders of any such Second Lien Collateral. Nothing in the foregoing shall in any manner alter or abridge the rights and remedies of the Collateral Agent with respect to (x) any other collateral that is pledged to it, (y) the right to file and prosecute a secured or unsecured claim under Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements 501 of the United States Bankruptcy Code or similar evidence of indebtedness in an out-of-court or other proceeding with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic debt secured by this Lien or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofdebt, and additions and accessions to, any of (z) the foregoing; together with all books, records and files right to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCdefend its interests if challenged.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of As collateral security for the date hereof a security interest, to secure prompt payment and performance in full when due of the Benefited Obligations (whether at stated maturity, by acceleration or otherwise), each Debtor hereby pledges and assigns (as collateral) to the Collateral Agent, and grants the Collateral Agent a continuing lien on and security interest in, all of such Debtor's right, title and interest in and to the Secured Obligationsfollowing, in all of the following described personal property in which Mortgagor whether now owned or at any time hereafter has any interest arising or acquired and wherever located (collectively, the “"Collateral”): All goods"): (a) all Accounts; (b) all Chattel Paper, building Documents and Instruments; (c) all Leases; (d) all General Intangibles; (e) all Equipment; (f) all Inventory; (g) all Dealer Loans, Dealer Agreements (and any amounts advanced to or liens granted by Dealers thereunder), and the Installment Contracts or Leases securing the repayment of such Dealer Loans, (and other materialsindebtedness of Dealers to such Debtor) and related financial assets (the security interest granted hereby in such Dealer Agreements, suppliesDealer Loans, work in processInstallment Contracts and Leases, equipmentand the Accounts, machineryChattel Paper, fixturesGeneral Intangibles and proceeds therefrom relating to such Dealer Agreements, furnitureDealer Loans, furnishingsInstallment Contracts and Leases being subject to the rights of Dealers under Dealer Agreements); (h) all trademarks, signs tradenames, patents, copyrights and other personal intellectual property, including without limitation any such property identified on Schedule F hereto, and embedded all computer records ("Computer Records") and software included therein("Software"), wherever situatedwhether relating to the foregoing Collateral or otherwise, which are but in the case of such Software, subject to the rights of any non-affiliated licensee of software; (i) all shares of stock, and other equity, partnership or are membership interests constituting ownership interests (or evidence thereof) or other securities, of the Significant Domestic Subsidiaries of Debtor from time to be incorporated intotime owned or acquired by such Debtor in any manner (including without limitation, used as applicable, the Pledged Shares) and any certificates at any time evidencing the same, and all dividends, cash, instruments, rights and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and any monies and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange CAC South Dakota's partnership interest in CAC Scotland to the extent such partnership interest has been pledged and assigned, for collateral purposes, to the Collateral Agent, for and on behalf of the Benefited Parties pursuant to that certain Assignation in Security by and among CAC South Dakota, the Collateral Agent, CAC International Holdings, L.L.C. and CAC Scotland (as amended from time to time, the "Assignation"); (j) all Intercompany Notes issued in favor of such Debtor; and (k) the Proceeds, in cash or otherwise, of any of the property described in the foregoing clauses (a) through (k) and all liens, security, rights, remedies and claims of such Debtor with respect thereto, including without limitation any such Proceeds deposited from time to time in the Special Account or in any other cash collateral account maintained by a Debtor with the Collateral Agent under, or in connection with, this Agreement or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other Financing Agreement and all such Debtor's rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.in each such account;

Security Interest. Mortgagor Borrower hereby grants and assigns to Mortgagee as of the date hereof Lender a security interest, to secure payment and performance of all of interest (the Secured Obligations, “Security Interest”) in all property or assets, or all rights or interests in property or assets, of the following described personal property in which Mortgagor Borrower, whether now owned or at any time existing or hereafter has any interest acquired or arising and wherever located, and all proceeds and products thereof (collectively, the “Collateral”): ), including but not limited to: (a) All goodsaccounts (including health-care-insurance receivables), building accounts receivable, receivables, contract rights, rights to payment, chattel paper (including tangible chattel paper and other electronic chattel paper), leases, instruments (including notes, promissory notes, and certificates of deposit), documents of title and general intangibles (including payment intangibles, computer programs and software, tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, and rights to sue and recover for past infringement of patents, trademarks and copyrights); (b) All inventory (including raw materials, supplieswork-in-process or materials used or consumed in the business of Borrower), work whether in processthe possession of Borrower, equipmentwarehouseman, bailee or any other person or entity; (c) All machinery, furniture, fixtures, furniture, furnishings, signs and other personal property goods and embedded software included thereinequipment; (d) All documents (including negotiable and nonnegotiable documents of title); (e) All letter-of-credit rights; (f) All monies, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part certificates of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receiptsdeposit, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below investment properties (including property management and leasing agreementsall securities), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited held in a general or special account of deposit (including any account or deposit held jointly by Borrower with Mortgagee pursuant to any loan agreement; all reservesother person or entity, deferred paymentsor for safekeeping or otherwise, deposits, accounts, refunds, cost savings and payments of any kind related except to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, extent specifically prohibited by law); (g) All rights under contracts of insurance (including insurance refund claims) covering any of the foregoing; together with above-described property; (h) All attachments, accessions, tools, parts, supplies, increases and additions to and all books, replacements of and substitutions for any of the above-described property; (i) All products of any of the above-described property; (j) All proceeds of any of the above-described property; (k) All supporting obligations of every nature of any of the above-described property; (l) All books and records and files to the extent relating pertaining to any of the foregoing. As above-described property, including any computer readable memory and any computer hardware or software necessary to all of process such memory (collectively, the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCBooks and Records”), and is acknowledged and agreed to be a “mortgage” under the UCC; and (m) All intellectual and/or other property and/or asset of any kind.

Security Interest. Mortgagor (a) Each Company hereby grants and assigns to Mortgagee as of the date hereof Laurus a security interest, to secure payment and performance of all of interest (the Secured Obligations, "Security Interest") in all of the following described personal property in which Mortgagor now owned or at any time hereafter acquired by it, or in which it now has or at any time in the future may acquire any right, title or interest (collectivelythe "Collateral"): all accounts whether or not purchased by Laurus pursuant to this Agreement, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and all other personal property and embedded software included thereinfixtures of such Company, wherever situatedincluding, which are or are to be incorporated intowithout limitation, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accountsequipment, cash receiptsgoods, deposit accountsdocuments, accounts receivable, contract rights, licenses, agreements, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles and software), chattel paper (whether tangible or electronic), supporting obligations, investment property, letter of credit rights, trademarks and tradestyles in which such Company now has or hereafter may acquire any right, title or interest and the proceeds and products thereof (including without limitation, proceeds of insurance) and all acquisition additions, accessions and substitutions thereto or therefor, all rights of such Company pursuant to this Agreement, and all contract rights and other general intangibles related to the Accounts Receivable and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in the foregoing language of this Section which are defined in the Uniform Commercial Code as enacted and in effect from time to time in the State of New York (the "Code") are used as so defined in the Code. (b) This Security Interest shall secure any and all obligations and liabilities of each Company under any and all of the Transaction Documents, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to become due (the "Obligations"). (c) Each Company will do all lawful acts which Laurus deems necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of this Agreement, including, but not limited to, the execution of all documents, instruments and agreements in form satisfactory to Laurus and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of any and all Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments. Each Company irrevocably appoints Laurus as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do in connection with the creation and perfection of its security interest under this Agreement, such appointment being deemed to be a power coupled with an interest. (d) Each Company warrants that (i) its principal place of business, chief executive office and the place where the records concerning its accounts and contract rights are located at the address set forth herein and (ii) it is duly organized in the State of (1) New Jersey, in the case of Vertex, with an organization identification number of 9117766000 (2) New York, in the case of DCS, which is a state in which an organization identification number is not so assigned, (3) Delaware, in the case of RSI, with an organization identification number of 2813888 (4) California, in the case of PDI, with an organization identification number of C1811921. None of the Accounts Receivable is evidenced by a promissory note or other instrument. No Company shall reincorporate itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof. Each Company will keep its principal place of business and chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the previous sentence or, upon 30 days' prior written notice to Laurus, at any other locations in a jurisdiction where all actions required by this Section 4 shall have been taken with respect to the Subject PropertyCollateral. Each Company will hold and preserve its records concerning its accounts and contract rights and will permit representatives of Laurus at any time during normal business hours to inspect and make abstracts from such records. (e) Each Company warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances (collectively, "Liens") against the Collateral other than Permitted Liens (as hereafter defined); all . Each Company will notify Laurus of Mortgagor’s rights under any Swap Liens against the Collateral, will defend the Collateral against any Liens adverse to Laurus, and will not create, incur, assume, or suffer to exist now or at any time throughout the duration of the term of this Agreement, any Liens against the Collateral, whether now owned or hereafter acquired, except liens in favor of Laurus and Permitted Liens. The term Permitted Liens means Liens in the Collateral in favor of (a) MidMark Investments, Inc., the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as of the date hereof and (b) Pitney ▇▇▇▇▇, Inc., the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as of the date hereof, as each such agreement may be amended, modified and supplemented from time to time. (f) Each Company authorizes Laurus to file one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Laurus may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so. (g) Each Company irrevocably appoints Laurus as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of such Company and in its name or otherwise, from time to time in Laurus' discretion, to take any action or execute any instrument which Laurus may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to Laurus pursuant to this Agreement; (ii) to ask, the Existing Swap; all Contracts referenced demand, collect, ▇▇▇ for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on of the Subject Property)Collateral; (iii) to receive, general intangiblesendorse, chattel paper (whether electronic and collect any checks, drafts or tangible), other instruments, documents, promissory notesand chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign such Company's name on any invoice or ▇▇▇▇ of lading relating to any account, draftson drafts against customers, letters on schedules and assignments of creditaccounts, letter on notices of credit rightsassignment, supporting obligationsfinancing statements and other public records, insurance policieson verification of accounts and on notices to customers (including notices directing customers to make payment directly to Laurus); (v) if a Default has occurred and is continuing if required in the reasonable judgement of Laurus, insurance and condemnation awards and proceedsto notify the postal authorities to change the address for delivery of its mail to an address designated by Laurus, any other rights to receive, open (in the payment presence of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation an officer of Vertex if reasonably practicable in light of the Subject Property then existing circumstances) and process all mail addressed to such Company (and to make reasonable provisions to allow the Company to receive its mail after review by Laurus), to send requests for verification of accounts to customers; and (vi) to file any claims or take any business now action or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by institute any proceedings which Laurus may deem necessary or obtained from, any governmental entity with respect to desirable for the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments collection of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together Collateral or otherwise to enforce the rights of Laurus with all books, records and files to the extent relating respect to any of the foregoingCollateral. As Each Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to any Company for any act or omission as such attorney. (h) if any Company fails to perform any agreement contained herein, Laurus may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of Laurus incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby. (i) The powers conferred on Laurus hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Laurus to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Laurus shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. (j) Anything herein to the contrary notwithstanding, (i) each Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the above described personal property same extent as if this Agreement had not been executed; (ii) the exercise by Laurus of any of its rights hereunder shall not release any Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) Laurus shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, nor shall Laurus be obligated to perform any of the obligations or duties of the any Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (k) In recognition of Laurus' right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all liabilities and obligations of the Companies to Laurus under the Transaction Documents, Laurus shall not be required to record any terminations or satisfactions of any of any of Laurus' liens on the Collateral unless and until each Company has executed and delivered to Laurus a general release in a form reasonably satisfactory to Laurus. (l) If any Default shall have occurred and be continuing: (i) Laurus may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), and also may (1) require each Company to, and each Company hereby agrees that it will at its expense and upon request of Laurus forthwith, assemble all or part of the Collateral as directed by Laurus and make it available to Laurus at a place to be designated by Laurus which is reasonably convenient to both parties and (2) without notice except as specified below, sell the Collateral or which hereafter becomes a “fixture” under applicable any part thereof in one or more parcels at public or private sale, at any of Laurus' offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Laurus may deem commercially reasonable. Each Company agrees that, to the extent notice of sale shall be required by law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeat least ten days' notice to Vertex, as amended agent for the Companies, of the time and place of any public sale or recodified the time after which any private sale is to be made shall constitute reasonable notification. Laurus shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Laurus may adjourn any public or private sale from time to time (“UCC”)by announcement at the time and place fixed therefor, and is acknowledged any such sale may, without further notice, be made at the time and agreed place to which it was so adjourned. (ii) Any cash held by Laurus as Collateral and all cash proceeds received by Laurus in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Laurus, be a “mortgage” held by Laurus as Collateral for, and/or then or any time thereafter be applied in whole or in part by Laurus against, all or any part of the Obligations in such order as Laurus shall elect. Any surplus of such cash or cash proceeds held by Laurus and remaining after payment in full of all the Obligations shall be paid over to the applicable Company or to whomsoever may be lawfully entitled to receive such surplus. (iii) Laurus may exercise any and all rights and remedies of any and all Companies under or in connection with the UCCCollateral, including, without limitation, any and all rights of each Company to demand or otherwise require payment of any amount under, or performance of any provision of, any account, contract or agreement. (iv) All payments received by any and all Companies under or in connection with the Collateral shall be received in trust for the benefit of Laurus, shall be segregated from other funds of the applicable Company and shall be forthwith paid over to Laurus in the same form as so received (with any necessary endorsement).

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to the Provider of all of the Secured Obligations, the Company hereby grants to the Provider a continuing lien upon and security interest in all of the following described personal property Company’s now existing or hereafter arising rights and interest in which Mortgagor the following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “Collateral”): ): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights In and under license agreements, and all other intellectual property; (B) All inventory, including the Company’s rights to any returned or rejected goods, with respect to which the Subject Property); Provider shall have all the rights of Mortgagor’s any unpaid the Company, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All funds, refunds and other amounts due the Company, including, without limitation, amounts due the Existing Swap; all Contracts referenced in Section 5.16 below Company under this Agreement (including property management the Company’s right of offset end recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and leasing agreementsmotor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As The Company is not authorized to all sell, assign, transfer or otherwise convey any Collateral without the Provider’s prior written consent, except for the sale of finished inventory in the Company’s usual course of business. The Company agrees to sign UCC financing statements, in a form acceptable to the Provider, and any other instruments and documents requested by the Provider to evidence, perfect, or protect the interests of the above described personal property which is Provider in the Collateral. The Company agrees to deliver to the Provider the originals of all instruments, chattel paper and documents evidencing or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time related to time (“UCC”), Pledged Receivables and is acknowledged and agreed to be a “mortgage” under the UCCCollateral.

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, each Credit Party hereby grants to Lender a continuing valid first priority security interest (subject to Permitted Liens) in all of the following described personal property its right, title and interest in which Mortgagor and to all of its property, whether now owned or at any time hereafter has any interest acquired or arising and wherever located including without limitation (collectivelyall such property, collectively the “Collateral”): All goods): (i) all accounts, building and other materials, supplies, work in processcommercial tort claims, equipment, machinery, fixtures, furnituregeneral intangibles (including all payment intangibles), furnishingsinstruments, signs and other personal property and embedded software included thereinchattel paper (whether tangible or electronic), wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on goods (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all including inventory, accountsequipment, cash receiptsfixtures and any and all accessions, deposit accountsadditions, accounts receivableattachments, contract rightsimprovements, licensessubstitutions and replacements), agreements, securities and all other investment property (including, without limitation, all acquisition agreements with respect to the Subject Propertycertificated securities, uncertificated securities, and security entitlements); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notesdeposit accounts, drafts, letters of credit, letter of letter-of-credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, insurance claims and proceeds and money (as each term is defined in Article 9 of the UCC) of the foregoing; (ii) all trademarks, service marks, trade names, trademarks and service marks arising from or related to the ownershipcopyrights, managementpatents, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitsindustrial designs, consentsknow-how, approvalstrade secrets, licenses, authorizations technology and other intellectual property recognized under applicable law (collectively, with all goodwill and moral rights granted bytherein, given by or obtained from, any governmental entity “Intellectual Property”). (iii) all computer hardware and software and all rights with respect to the Subject Propertythereto; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As and (iv) as to all of the above described personal property which is foregoing, all additions, substitutions, dividends, distributions (in the form of cash, property, stock or which hereafter becomes a other securities), proceeds and other rights related or in addition to the foregoing, and any and all cash and non-cash proceeds therefrom (the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCollateral Distributions”). (v) Each Credit Party agrees to promptly, but in any event within ten (10) Business Days after receipt by such Credit Party (or such long period as Lender may agree in its sole discretion) of any portion of the Collateral Distributions valued in excess of $100,000 evidenced by promissory notes, tangible chattel paper or any investment property consisting of certificated securities, deliver the original thereof to Lender and any additional documentation reasonably requested by Lender to perfect and protect the security interest therein, and is acknowledged and agreed until such delivery such Credit Party shall hold the same in trust for Lender. Notwithstanding anything herein to the contrary, the Collateral grant provided in this Section 2.9(a) shall not be a “mortgage” under the UCCconstrued as an assignment of any Intellectual Property.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of ▇▇ ▇ecure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, investment property, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment); (D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, and the performance of each of the Borrower’s duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower’s interest in the following described personal property in which Mortgagor following, whether now owned or at any time hereafter has any interest (collectivelyacquired, the “Collateral”): and wherever located: All goodsInventory, building Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and other materialsGeneral Intangibles, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to of Borrower’s Intellectual Property, Deposit Accounts, and all money, and all property now or at any time in the Subject Property); all of Mortgagorfuture in Silicon’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below possession (including property management claims and leasing agreementscredit balances), architects’ agreements, and/or construction agreements with respect to the completion and all proceeds (including proceeds of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance proceeds of proceeds and condemnation awards claims against third parties), all products and proceeds, any other rights to the payment of money, trade names, trademarks all books and service marks arising from or records related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to foregoing (all of the above described personal foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). The security interest granted herein shall be a first priority security interest in the Collateral, except as expressly set forth in the Intercreditor Agreement. After the occurrence of a Default, Silicon may place a “hold” on any Deposit Account pledged as collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license (other than over the counter software that is commercially available to the public) or other material agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Silicon within ten (10) days of entering or becoming bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or which hereafter becomes financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, authorization by, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Silicon to have a “fixture” under applicable law, this Mortgage constitutes security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a fixture filing under licensor’s agreement to a contingent assignment of the Pennsylvania Uniform Commercial Code, as amended or recodified from time license to time (“UCC”Silicon if the Silicon determines that is necessary in its good faith judgment), and is acknowledged and agreed to be a “mortgage” under whether now existing or entered into in the UCCfuture.

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

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

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

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, Borrower hereby grants to Silicon a security interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goodsall right, building title and other materials, supplies, work interest of Borrower in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) following, whether now owned or (ii) the Improvements; together with hereafter arising or acquired and wherever located: all rents (to the extent, if any, they are not subject to Article 3)Accounts; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including, including without limitation, limitation all acquisition agreements with respect to the Subject Intellectual Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing SwapInvestment Property; all Contracts referenced Other Property; and any and all claims, rights and interests in Section 5.16 below any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion proceeds of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance proceeds of proceeds and condemnation awards and proceedsclaims against third parties) of, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation all of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofabove, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent Borrower's books relating to any of the foregoing. As to and all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawabove. * + * ANYTHING HEREIN OR IN THE INTELLECTUAL PROPERTY SECURITY AGREEMENT TO THE CONTRARY NOTWITHSTANDING, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial CodeTHE GRANTS OF SECURITY INTERESTS PURSUANT HERETO AND THERETO SHALL NOT EXTEND TO, as amended or recodified from time to time AND THE TERM "COLLATERAL" SHALL NOT INCLUDE, ANY INTENT-TO-USE FEDERAL TRADEMARK APPLICATION FOR A TRADEMARK, SERVICEMARK, OR OTHER ▇▇▇▇ FILED ON BORROWER'S BEHALF PRIOR TO THE FILING UNDER APPLICABLE LAW OF A VERIFIED STATEMENT OF USE (“UCC”OR EQUIVALENT) FOR SUCH ▇▇▇▇ THAT IS THE SUBJECT OF SUCH APPLICATION. + ANYTHING HEREIN OR IN THE INTELLECTUAL PROPERTY SECURITY AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE GRANTS OF SECURITY INTERESTS PURSUANT HERETO AND THERETO SHALL NOT EXTEND TO, AND THE TERM "COLLATERAL" SHALL NOT INCLUDE, ANY NON-MONETARY LICENSE RIGHTS OF BORROWER (AS A LICENSEE RATHER THAN AS A LICENSOR) TO THE EXTENT THAT (BUT ONLY TO THE EXTENT THAT) (y) SUCH LICENSE RIGHTS ARE NOT ASSIGNABLE OR CAPABLE OF BEING ENCUMBERED AS A MATTER OF LAW OR UNDER THE TERMS OF THE LICENSE OR OTHER AGREEMENT APPLICABLE THERETO (BUT SOLELY TO THE EXTENT THAT ANY SUCH RESTRICTION SHALL BE ENFORCEABLE UNDER APPLICABLE LAW (INCLUDING WITHOUT LIMITATION, TO THE EXTENT APPLICABLE, SECTIONS 9406, 9407, AND 9408 OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN CALIFORNIA FROM TIME TO TIME)), and is acknowledged and agreed to be a “mortgage” under the UCCWITHOUT THE CONSENT OF THE LICENSOR THEREOF OR OTHER APPLICABLE PARTY THERETO, AND (z) SUCH CONSENT HAS NOT BEEN OBTAINED; PROVIDED, HOWEVER, THAT THE GRANTS OF SECURITY INTERESTS PURSUANT HERETO AND THERETO SHALL EXTEND TO, AND THE TERM "COLLATERAL" SHALL INCLUDE, (A) ANY AND ALL PROCEEDS OF ANY SUCH LICENSE RIGHTS THAT ARE OTHERWISE EXCLUDED TO THE EXTENT THAT THE ASSIGNMENT OR ENCUMBRANCE OF SUCH PROCEEDS IS NOT SO RESTRICTED, AND (B) UPON OBTAINING THE CONSENT OF ANY SUCH LICENSOR OR OTHER APPLICABLE PARTY'S CONSENT WITH RESPECT TO ANY SUCH OTHERWISE EXCLUDED LICENSE RIGHTS, SUCH LICENSE RIGHTS AS WELL AS ANY AND ALL PROCEEDS THEREOF THAT MIGHT HAVE THERETOFORE HAVE BEEN EXCLUDED FROM SUCH GRANT OF SECURITY INTERESTS AND THE TERM "COLLATERAL". EXCEPT AS DISCLOSED IN SECTION 10 OF THE SCHEDULE, BORROWER IS NOT A PARTY TO, NOR IS BORROWER BOUND BY, ANY MATERIAL LICENSE AGREEMENT (UNDER WHICH BORROWER IS THE LICENSEE OR SUB-LICENSEE) THAT PROHIBITS OR OTHERWISE RESTRICTS BORROWER FROM GRANTING A SECURITY INTEREST IN BORROWER'S INTEREST IN SUCH MATERIAL LICENSE AGREEMENT OR ANY OTHER PROPERTY. WITHOUT PRIOR NOTICE TO SILICON, BORROWER SHALL NOT ENTER INTO, OR BECOME BOUND BY, ANY SUCH MATERIAL LICENSE AGREEMENT. BORROWER SHALL TAKE SUCH REASONABLE STEPS AS SILICON REASONABLY REQUESTS TO OBTAIN THE CONSENT OF, OR WAIVER BY, ANY PERSON WHOSE CONSENT OR WAIVER IS NECESSARY FOR ANY SUCH MATERIAL LICENSE AGREEMENT TO BE DEEMED "COLLATERAL" AND FOR SILICON TO HAVE A SECURITY INTEREST IN IT THAT MIGHT OTHERWISE BE RESTRICTED OR PROHIBITED BY LAW OR BY THE TERMS OF ANY SUCH LICENSE AGREEMENT, WHETHER NOW EXISTING OR ENTERED INTO IN THE FUTURE; PROVIDED, HOWEVER, THAT BORROWER SHALL BE PERMITTED TO ENTER INTO, OR BECOME BOUND BY SUCH LICENSE AGREEMENT NOTWITHSTANDING THE FAILURE TO OBTAIN SUCH CONSENT OR WAIVER IF SILICON HAS RECEIVED THE NOTICE REFERENCED IN THE IMMEDIATELY PRECEDING SENTENCE AND BORROWER HAS TAKEN SUCH REASONABLE STEPS.

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

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

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

Security Interest. Mortgagor Each Debtor hereby grants and assigns to Mortgagee Secured Party, for the benefit of Secured Party (as of provided in the date hereof Section entitled "Liabilities"), a continuing security interest, to secure payment and performance of all of the Secured Obligations, interest in all of Debtor's right, title and interest in the following described personal property or types of property now owned by Debtor or hereafter created or acquired by Debtor, wherever located (any or all of such, the "Collateral"): (a) All Accounts and all Goods whose sale, lease or other disposition by the Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in which Mortgagor transit by, the Borrower, or rejected or refused by an Account Debtor; (b) All Inventory, including, without limitation, raw materials, work-in-process and finished goods; (c) All goods, equipment, vehicles, leasehold improvements, and fixtures, together with accessions thereto, replacement parts therefor and commingled goods (the "Equipment" or the "Goods"); (d) All Software and computer programs; (e) All Chattel Paper, Electronic Chattel Paper, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health care insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims [NOTE: Commercial Tort Claims to be properly attached must be specifically described.] and General Intangibles, including Payment Intangibles; (f) All money, Instruments, Deposit Accounts, certificates of deposit, deposits, Investment Property, Securities, Financial Assets and other property now or at any time hereafter has any interest in the possession or under the control of Secured Party or its bailee; (collectivelyg) All books and records, the “Collateral”): All goodsincluding customer lists, building credit files, computer programs, printouts, and other materialsmaterials and records, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are pertaining to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part any of the real property pursuant to Section 1.1 aboveforegoing; (h) All Documents of title evidencing or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements issued with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofto, and additions and accessions Supporting Obligations pertaining to, any of the foregoing; together with all booksand (i) All proceeds, records products, replacements and files increases of, additions and accessions to, and substitutions for, the property described in the foregoing part of this Section, and rights in and claims to the extent relating to or benefits under contracts of insurance covering any of the foregoing. As to all property described in the foregoing part of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCSection.

Security Interest. Mortgagor (a) Debtor hereby grants and assigns to Mortgagee as the Canadian Collateral Agent, for the benefit of the date hereof Canadian Lenders and for its benefit as Canadian Collateral Agent, a continuing security interestinterest ("Security Interest") in all right, to secure payment title and performance interest of Debtor in all of the Secured Obligationsits personal property, in including, without limitation, all of the following described types of personal property property, in which Mortgagor each instance wherever located and whether now owned or at hereafter acquired or existing, and in all Proceeds and products thereof in any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on form: (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, its Goods (including, without limitation, Inventory, Equipment, fixtures (whether or not affixed to realty) and all acquisition agreements with respect to the Subject Property); parts, additions, replacements, substitutions and accessions thereto or therefor, in all supporting obligations thereof and in all documents and other records therefor; (ii) all of Mortgagor’s rights under any Swap Agreementits Accounts, deposit accounts, documents, Instruments (including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementspromissory notes), architects’ agreementsinvestment property, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of letter-of-credit rights, Letters Of Credit, cash, money, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, other obligations of any other rights kind owing to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeDebtor, whether or not disbursed; all funds deposited arising out of or in connection with Mortgagee pursuant to any loan agreement; all reservesthe sale or lease of goods or the rendering of services, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, invoices, documents and other records and files to the extent in any form evidencing or relating to any of the foregoing. As to ; (iii) all of the above its Intangibles (including, without limitation, payment intangibles and software); (iv) all of its Intercompany Collateral (as hereinafter defined); (v) all of its deeds, documents, writings, papers, books of account and other books relating to or being records of Debts, Chattel Paper or documents of title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; (vi) all present and future contracts, contract rights and insurance claims; (vii) all Intellectual Property; (viii) all Money and Securities; and (ix) all of its other property described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified in any schedule from time to time (“UCC”)delivered by Debtor to Canadian Collateral Agent; and, and is acknowledged and agreed to be a “mortgage” the extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty with respect to any of the foregoing, in each case to the extent such terms are defined under the UCCPersonal Property Security Act (Ontario) ("PPSA"). All of the foregoing property of the Debtor shall be collectively referred to herein as the "Collateral". (b) Debtor hereby assigns to Canadian Collateral Agent, for the benefit of the Canadian Lenders and for its benefit as Canadian Collateral Agent, any and all of its security interest in any Goods (including, but not limited to, Equipment, fixtures and Inventory);

Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, Borrower grants to Agent a security interest in all of Borrower’s right, title, and interest in and to the following described following: all of Borrower’s personal property in which Mortgagor whether now owned or at any time hereafter has any interest acquired (collectively, the “Collateral”): All goods), building including the following: (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including all Intellectual Property, licenses, contracts, and contract rights); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; (J) Payment Intangibles and all other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs tangible and other intangible personal property and embedded software included thereinof Borrower whether now or hereafter owned or existing, wherever situatedleased, which are consigned by or are to be incorporated into, used in connection withto, or appropriated for use on acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. The Collateral includes, without limitation, (i) the real property described on Exhibit A attached hereto VIVUS License Agreement and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or each other Material Contract, (ii) any IND or NDA owned by Borrower or in which Borrower has rights, and (iii) all Accounts and General Intangibles that consist of rights to payment and proceeds from the Improvements; together with sale, licensing or disposition of all rents or any part, or rights in, any of Borrower’s Intellectual Property. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Collateral include, and Borrower shall not be deemed to have granted a security interest in any of Borrower’s rights or interests in or under, any license, contract, permit, instrument, security or franchise to which Borrower is a party (excluding in each case the VIVUS License and each other Material Contract) or any of its rights or interests thereunder (excluding in each case the VIVUS License and each other Material Contract) to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect but only to the Subject Property); all extent, that such a grant would, under the terms of Mortgagor’s rights under any Swap Agreementsuch license, includingcontract, without limitationpermit, the Existing Swap; all Contracts referenced instrument, security or franchise, result in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation a breach of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds terms of, and additions and accessions toor constitute a default under, any of the foregoing; together with all bookssuch license, records and files contract, permit, instrument, security or franchise (other than to the extent relating that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided, that immediately upon the foregoing. As to all ineffectiveness, lapse or termination of any such provision the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)Collateral shall include, and is acknowledged Borrower shall be deemed to have granted a security interest in, all the rights and agreed to be a “mortgage” under interests described in the UCCforegoing clause (iii) as if such provision had never been in effect.

Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising and wherever located (collectively, the “"Collateral”): "): (A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, (documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles ( including, without limitation, all acquisition claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies ( including rights to premium refunds), rights to tax refunds, copyrights, rights in and under license agreements and all other intellectual property excluding patents and trademarks); (B) All Inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property)rights of any unpaid seller, including the rights of repelvin, claim and delivery, reclamation, and stoppage in transit; all of Mortgagor’s rights under any Swap Agreement(C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement ( including Seller's right of offset and recoupment); (D) All equipment, machinery, furniture, furnishing, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Existing Swap; all Contracts referenced in Section 5.16 below like (including property management oil and leasing agreementsgas), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of all of the foregoing; together with all books, (G) All books and records and files to the extent relating to any of the foregoing. As pertaining to all of the above described personal property which foregoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or which hereafter becomes otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

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

Security Interest. Mortgagor hereby grants For valuable consideration, and assigns to Mortgagee as of the date hereof a security interest, to secure the due payment and performance of all principal of, Prepayment Premium, if any, and interest on the Loans and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Corporate Obligee and Obligor to Lenders arising out of or in any way connected with the Secured ObligationsOperative Documents and all instruments, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest agreements and documents executed, issued and delivered pursuant thereto (collectively, the “Secured Obligations”): (a) Corporate Obligee has acquired the Trust Estate subject to the Lien of Security Trustee thereon granted by Original Obligee to Original Security Trustee under the Original Operative Documents and in the furtherance thereof does hereby assign, convey, mortgage, pledge, hypothecate, transfer and set over to Security Trustee, and its successors and assigns, and grants to Security Trustee, and its successors and assigns, a first Lien on and security interest in the following property and rights of Corporate Obligee, except for Excepted Payments with respect thereto (collectively, the “Equipment Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on ): (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part Items of the real property pursuant to Section 1.1 above) or Equipment; (ii) the Improvements; together with all rents (right, title and interest of Corporate Obligee in and to the extent, if any, they are not subject to Article 3); any Cross Receipt and all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment; (iii) all acquisition agreements right, title and interest of Corporate Obligee in and to, but none of the obligations of Corporate Obligee under, the Equipment Agreement, the Security Documents and the Subsidiary Equipment Agreements and all Equipment Payments and Supplemental Payments payable under the Equipment Agreement including installments of Equipment Payment payments and all other sums payable thereunder; (iv) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with respect to this Agreement or the Subject Property); all Equipment Agreement or the Items of Mortgagor’s rights under any Swap AgreementEquipment, including, without limitation, Equipment Payment and Supplemental Payments and any other payments due and to become due under this Agreement or the Existing Swap; Equipment Agreement whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (v) all Contracts referenced in Section 5.16 below (including property management and leasing agreements)claims, architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligationspowers, insurance policiesor privileges and remedies of Corporate Obligee under this Agreement or the Equipment Agreement; (vi) all rights of Corporate Obligee under this Agreement or the Equipment Agreement to make determinations to exercise any election (including, insurance but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and condemnation awards and proceedsauthority to demand, receive, enforce, collect or receipt for any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property foregoing or any business now property which is the subject of the Equipment Agreement, to enforce or hereafter conducted thereon by Mortgagor; all permitsexecute any checks, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now instruments or hereafter made orders, to file any claims and to take any action which (in the opinion of Security Trustee) may be necessary or advisable in connection with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all booksprovided, records however, Security Trustee agrees for the benefit of Corporate Obligee that so long as no Loan Event of Default has occurred and files to the extent relating to is continuing, it will not exercise any of the foregoing. As rights assigned to it under clauses (v) and (vi) of this Section 7.1(a), other than the right to receive amounts due under the Equipment Agreement and Section 8 of this Agreement, without the prior written consent of Corporate Obligee; (vii) all moneys now or hereafter paid or required to be paid to Lenders pursuant to any Operative Document; and (viii) all proceeds of the Equipment Collateral including, without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Equipment Agreement or otherwise, all credits granted by any manufacturer or vendor with respect to the return of any Item of Equipment and the proceeds of any insurance payable with respect to the Items of Equipment. (b) Trust Obligee has assumed the Transferred Property subject to the Lien thereon granted by the Original Obligee to the Original Security Trustee under the Original Operative Documents and, in furtherance thereof, does hereby assign, conveys, mortgage, pledge, hypothecate, transfer and set over to Security Trustee, and its successors and assigns, a first Lien on and security interest in the following property and rights of Trust Obligee, except for Excepted Payments with respect thereto (collectively, the “Transferred Property Collateral”). (i) the Transferred Property; (ii) all right, title and interest of Trust Obligee in and to, but none of the obligations of Trust Obligee under, the Receivables Purchase Agreement; and (iii) all proceeds of the Transferred Property Collateral. (c) Owner Participant does hereby assign, convey, mortgage, pledge, hypothecate, transfer and set over to Security Trustee, and its successors and assigns, a first Lien on a security interest in all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawits rights, this Mortgage constitutes a fixture filing title and interest in, to and under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time Trust and the Trust Estate and all proceeds thereof (the “UCCTrust Collateral”), and is acknowledged and agreed to be a “mortgage” under the UCC.

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

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

Security Interest. Mortgagor (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the Servicing Rights, which are pledged, and not sold, to Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Mortgagee as Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the date hereof a security interestfollowing items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to secure as the “Primary Repurchase Assets”: (i) all Assets identified on an Asset Schedule or Schedule 2 herein; (ii) all Servicing Rights arising under or related to any Servicing Contract and related Servicing Rights Asset; (iii) all Receivables arising under or related to any Servicing Contract; (iv) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, Securitization Transaction or Participation Agreement identified on Schedule 2 hereof; (v) the Dedicated Accounts and performance the ▇▇▇▇▇▇ Mae Account; (vi) all rights under the Underlying Spread Documents; (vii) all rights under each Participation Agreement (other than rights with respect to Mortgage Loans that are not related to Agency Servicing Rights included within any Participation Agreement); (viii) all records, instruments or other documentation evidencing any of the foregoing; (ix) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, foregoing (including, without limitation, all acquisition agreements with respect to of Seller’s rights, title and interest in and under the Subject PropertyParticipation Agreements and the Servicing Contracts); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.and

Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorTrustor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 5.17 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoir and reservoir rights appurtenant to or associated with the Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidence of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all of Trustor’s right, title and interest, now or hereafter acquired, to the payment of money from Beneficiary to Trustor under any Swap Agreement, together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, it is intended by Trustor and Beneficiary that this Mortgage Deed of Trust constitutes a fixture filing filed with the real estate records of King County, Washington, under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time time, from the state wherein the Property is located (“UCC”). For purposes of this fixture filing, the “Debtor” is the Trustor and the “Secured Party” is acknowledged and agreed the Beneficiary. A description of the land which relates to be a “mortgage” under the UCCfixtures is set forth in Exhibit A attached hereto. Trustor is the record owner of such land.

Security Interest. Mortgagor (a) For the value received, the undersigned (“Debtor”) hereby grants and assigns to Mortgagee as of the date hereof Chelten Limited (“Lender”) a security interest, mortgage and charge (hereinafter collectively referred to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, as the “CollateralSecurity Interest”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on ) as hereinafter provided: (i) A Security Interest in the real undertaking of Debtor and all of Debtor’s present and after acquired personal property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect Goods (including all parts, accessories, tools, furniture, additions thereto), Chattel Paper, Document of Title (whether negotiable or not), Instruments, Intangibles, Money and Securities now owned or hereafter owned or acquired by or on behalf of Debtor (including such as may be returned to the Subject Property); or repossessed by Debtor) and including, without limitation, all of Mortgagor’s rights under any Swap Agreementthe following now owned or hereafter owned or acquired by or on behalf of Debtor: A. All inventory of whatever kind and wherever situate; B. All equipment (other than inventory) of whatever kind and wherever situate, including, without limitation, all apparatus, equipment, tools, plant, furniture, fixtures and vehicles of whatsoever nature or kind; C. All accounts and book debts and generally all debts, dues, claims, and demands of every nature and kind howsoever arising or secured and whether arising in connection with an interest in real or personal property or otherwise, including letters of credit and advices of credit, which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by Debtor (collectively referred to as the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements“Debts”), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments; D. All deeds, documents, promissory noteswritings, draftspapers, letters books of creditaccount and other books relating to or being records of Debts, letter Chattel Paper or Documents of credit Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable; E. All contractual rights and insurance claims; and F. All patents, industrial designs, trade-marks, trade secrets and know-how, including without limitation, environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personality rights, supporting obligationsintegrated circuit topographies, insurance policiessoftware and all other forms of intellectual and industrial property, insurance all registered Domain Names, and condemnation awards any registrations and proceedsapplications for registration of any of the foregoing (collectively referred to as “Intellectual Property”). G. All Internet based technology, any other rights including all websites currently owned or which may hereinafter be purchased, including the Domain Names, Intellectual Property associated with each Domain Name, all customer email lists and records, all transferrable agreements, contracts, licenses, patents and trade- marks related to each Domain Name including without limiting the generality of the foregoing, URL’s, all associated source codes, manuals, and passwords, software copies and licenses, customized development code and programming that has been applied to the payment of money, trade names, trademarks and service marks arising from open source (other than those owned by third parties not associated or related to the ownershipDebtor, management, leasing or open source) currently utilized in the operation of the Subject Property Websites; all existing content and the content management systems for the Websites in a form that allows multi-language inputs; the traffic measurement system (and all historical reports) that reports in a manner that is useful to editors; mailing lists of all users and subscribers and all available user records of all kinds, full contact information for all current writers to the Websites. (ii) A mortgage and charge as and by way of a fixed charge, in all of Debtor’s present and after acquired interest in property, assets and undertaking not secured in (i) above, including all real, immoveable and leasehold property and all easements, rights-of-way, privileges, benefits, licenses, improvements and rights whether connected therewith or appurtenant thereto or separately owned or held, including without limitation, all structures, plants and other fixtures now owned or hereafter owned or acquired by or on behalf of Debtor (collectively referred to as “Real Property”); and (iii) A Security Interest in all property described in Schedule C annexed hereto or any business replacement or additional Schedule C now or hereafter conducted thereon by Mortgagorannexed hereto; and (iv) A Security Interest in all permitsproceeds and renewals thereof, consentsaccretions thereto and substitutions therefore, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is foregoing being hereinafter collectively referred to as the “Collateral”. (b) The Security Interest granted hereby shall not extend or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)apply to, and is acknowledged and agreed Collateral shall not include, the last day of the term of any lease or agreement therefore, but upon the enforcement of the Security Interest, Debtor shall stand possessed of such last day in trust to be a assign the same to any person acquiring such term. (c) The terms “mortgage” under the UCC.

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

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

Security Interest. Mortgagor As security for the Obligations (as hereinafter defined), each Pledgor hereby grants pledges and assigns to Mortgagee as of the date hereof Secured Party, and grants to the Secured Party a continuing security interestinterest in, to secure payment and performance of all of the Secured Obligationssuch Pledgor's right, in all of the following described personal property in which Mortgagor now or at any time hereafter has any title and interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs whether now existing or hereafter created or acquired by such Pledgor) in: (a) its accounts receivable and other personal property that constitutes accounts as such term is defined in the Uniform Commercial Code of the State of New York (the "UNIFORM COMMERCIAL CODE") (collectively, "ACCOUNTS"); (b) its inventory, including goods, merchandise, raw materials, goods in process, finished goods and embedded software included thereinother tangible personal property that constitutes inventory as such term is defined in the Uniform Commercial Code (collectively, wherever situated"INVENTORY"); (c) its equipment, which are or are to be incorporated intoincluding all substitutes, replacements, accessions and additions thereto, all tools, parts, accessories and attachments used in connection withtherewith and all other tangible personal property that constitutes equipment as such term is defined in the Uniform Commercial Code (collectively, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3"EQUIPMENT"); all inventory(d) its other tangible personal property that constitutes goods as such term is defined in the Uniform Commercial Code; (e) its intellectual property, accountsgoodwill, cash receiptstrademarks, trade names, servicemarks, copyrights, patents, permits and licenses; (f) its chattel paper, commercial tort claims, deposit accounts, accounts receivabledocuments, instruments and letter-of-credit rights, as each such term is defined in the Uniform Commercial Code; (g) all contracts, contract rights, licensesbills, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of creditacceptances, letter of credit rightschoses in action and all other personal property that constitutes general intangibles as such term is defined in the Uniform Commercial Code; (h) all securities, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations security entitlements and other rights granted byinvestment property, given by or obtained from, any governmental entity with respect as each such term is defined in the Uniform Commercial Code; (i) all books and records (including but not limited to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings computer programs and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings tapes and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent software) relating to any of the foregoing. As to ; and (j) all cash and non-cash proceeds and products of any of the foregoing (all of the above described personal property which foregoing is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under collectively called the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”"COLLATERAL"), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee Beneficiary, as of the date hereof Effective Date, a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements); together with all rents (to rents, issues, deposits and profits of the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, judgments, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreementagreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all other items of personal property (of whatever kind or nature) used in the operation of the Subject Property; all of the rights and interest of Grantor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Grantor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Grantor in and to any interest rate protection agreement that may 7 have been (or may hereafter be) entered into by Grantor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Grantor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania Maryland Uniform Commercial Code, as amended or recodified from time to time (“"UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC.

Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Lender a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113748/Store No. 568 obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeLender, whether or not disbursed; all funds deposited with Mortgagee Lender pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Deed of Trust is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on Page 1 of this Deed of Trust, (ii) the Lender is the “secured party” and its address is acknowledged as set forth on Page 1 of this Deed of Trust and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.

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