Common use of Future Advances Clause in Contracts

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

Future Advances. This Mortgage Security Instrument is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently the existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) Debt, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or are to be made at the option of MortgageeLender or the holder hereof, or otherwiseotherwise as are made within twenty (20) years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of MortgagorSecurity Instrument. The total amount of indebtedness Debt that may be so secured hereby by this Security Instrument may increase be increased or decrease decreased from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)twice the face amount of the Note, plus interest thereon, and any disbursements made under this Security Instrument for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of impositions, taxes, special assessments, utilities levies, insurance, or insurance on the Property or any other Project and otherwise with interest on such disbursements and all disbursements at the rate set forth in the Note, plus any increases in the principal balance as the result of negative amortization or deferred interest, if any. It is agreed that any additional sum or sums advanced by Mortgagee Lender pursuant to applicable law (all such indebtedness being hereinafter referred to the terms hereof shall be equally secured with and have the same priority as the maximum amount secured hereby). This Mortgage original Debt and shall be valid and have priority subject to the extent all of the terms, provisions and conditions of this Security Instrument, whether or not such additional loans or advances are evidenced by other promissory notes or other guaranties of Borrower and whether or not identified by a recital that it or they are secured by this Security Instrument. It is further agreed that any additional promissory note or guaranty or promissory notes or guaranties executed and delivered pursuant to this paragraph shall automatically be deemed to be included in the term "Note" wherever it appears in the context of this Security Instrument. Without the prior written consent of Lender, which Lender may grant or withhold in its sole discretion, Borrower shall not file for record any notice limiting the maximum principal amount that may be secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on by this Security Instrument to a sum less than the Property given priority by lawmaximum principal amount set forth in this paragraph.

Future Advances. This Mortgage is (a) The Future Funding Note Holder hereby agrees to advance to the Borrower any Future Advance required to be made under the Future Funding Note and Open-End the Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secureLoan Documents, among other things, indebtedness it being the specific intent of the Mortgagor under parties hereto that the Credit Agreement and Holders of the Funded Notes shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made be liable for making any Future Advance. The Future Funding Note Holder shall remit each Future Advance on the date of that such Future Advance is required to be made pursuant to the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and the Future Funding Note. The parties hereto agree that (i) the determination of whether the Borrower is entitled to receive any remedies hereunderFuture Advance shall rest solely with the Future Funding Note Holder, payment which shall be responsible for conducting any and all due diligence, loan documentation and pre-funding requirements in connection therewith and (ii) the Future Funding Note Holder shall be solely responsible for funding the Future Advance following such determination that the Borrower is entitled to receive such Future Advance. For so long as the Future Advance Obligation has not been fully discharged and any Securitization is outstanding, the Future Funding Note shall only be transferred to (i) a transferee that has (A) a long-term unsecured debt rating of taxes, special assessments, utilities at least “AA” or insurance on the Property equivalent from each Rating Agency then rating any Certificates and (B) a short-term unsecured debt rating of “P-1” or better by Xxxxx’x or (ii) any other Project person as to which the Future Funding Note Holder has received confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current ratings of the Certificates, which confirmation will not be predicated upon any action by the Borrower. Notwithstanding the foregoing, for so long as any Securitization is outstanding, a Transfer of the Future Funding Note shall be permitted to a transferee under subsection (i) in the preceding sentence which does not have a long-term unsecured debt rating of at least “AA” or the equivalent from each Rating Agency then rating any Certificates, provided such transferee obtains an unconditional commitment from a financial institution whose long-term unsecured debt is rated at least “AA” or the equivalent from each Rating Agency then rating any Certificates to fund Future Advances outstanding under the Future Funding Note. In addition, for so long as the Future Advance Obligation has not been fully discharged, (i) no Transfer of the Future Funding Note shall violate the Mortgage Loan Documents and interest on such disbursements and (ii) the transferee shall assume all disbursements by Mortgagee additional funding obligations pursuant to an assignment and assumption agreement whereby such transferee agrees to be bound by all provisions applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawFuture Funding Note Holder.

Future Advances. This Mortgage is (a) The Future Funding Note Holder hereby agrees to advance to the Borrower any Future Advance required to be made under the Future Funding Note and Open-End the Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secureLoan Documents, among other things, indebtedness it being the specific intent of the Mortgagor under parties hereto that the Credit Agreement and Holders of the Funded Notes shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made be liable for making any Future Advance. The Future Funding Note Holder shall remit each Future Advance on the date of that such Future Advance is required to be made pursuant to the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and the Future Funding Note. The parties hereto agree that (i) the determination of whether the Borrower is entitled to receive any remedies hereunderFuture Advance shall rest solely with the Future Funding Note Holder, payment which shall be responsible for conducting any and all due diligence, loan documentation and pre-funding requirements in connection therewith and (ii) the Future Funding Note Holder shall be solely responsible for funding the Future Advance following such determination that the Borrower is entitled to receive such Future Advance. For so long as the Future Advance Obligation has not been fully discharged and any Securitization is outstanding, the Future Funding Note shall only be transferred to (i) a transferee that has (A) a long-term unsecured debt rating of taxes, special assessments, utilities at least “AA” or insurance on the Property equivalent from each Rating Agency then rating any Certificates and (B) a short-term unsecured debt rating of “P-1” or better by Moody’s or (ii) any other Project person as to which the Future Funding Note Holder has received confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current ratings of the Certificates, which confirmation will not be predicated upon any action by the Borrower. Notwithstanding the foregoing, for so long as any Securitization is outstanding, a Transfer of the Future Funding Note shall be permitted to a transferee under subsection (i) in the preceding sentence which does not have a long-term unsecured debt rating of at least “AA” or the equivalent from each Rating Agency then rating any Certificates, provided such transferee obtains an unconditional commitment from a financial institution whose long-term unsecured debt is rated at least “AA” or the equivalent from each Rating Agency then rating any Certificates to fund Future Advances outstanding under the Future Funding Note. In addition, for so long as the Future Advance Obligation has not been fully discharged, (i) no Transfer of the Future Funding Note shall violate the Mortgage Loan Documents and interest on such disbursements and (ii) the transferee shall assume all disbursements by Mortgagee additional funding obligations pursuant to an assignment and assumption agreement whereby such transferee agrees to be bound by all provisions applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawFuture Funding Note Holder.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness That upon the request of the Mortgagor Trustor or its successor in ownership of the Property, Beneficiary may, at its option, at any time before full payment of the Note secured hereby, make further advances to the Trustor or its successors in ownership, and the same, with interest and late charges as permitted by law, shall be secured by this Deed of Trust; and provided further that if Beneficiary, at its option, shall make a further advance or advances as aforesaid, the Trustor or its successors in ownership agree to execute and deliver to Beneficiary a note to evidence the same, payable on or before the maturity of the indebtedness under the Credit Agreement Note secured hereby and bearing such other terms as Beneficiary shall require. Trustor further acknowledges and agrees: that this Deed of Trust is intended to, and shall, secure not only presently existing the original indebtedness and Secured Obligations of Borrower under the Credit Agreement (Note, but any and Mortgagor under the Subsidiary Guaranty) but also all future indebtedness advances made by Beneficiary to Trustor; that this Deed of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option Trust shall secure any unpaid balances of Mortgagee, or otherwise, advances made with respect to the same extent as if Property; that Beneficiary shall have the benefit of all statutes now existing or henceforth enacted to assure repayment of any such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), advances plus interest thereon; that to secure the payment of said original indebtedness and future advances Beneficiary shall also have a lien upon all other personal property and securities now or hereafter in its possession belonging to Trustor; that all rights, powers and remedies conferred upon Beneficiary herein are in addition to each and every other right which Beneficiary has hereunder; that all rights, powers and remedies conferred upon Beneficiary in equity or by law may be enforced concurrently therewith; that Beneficiary shall be subrogated to the rights and seniority of any prior lien paid or released by reason of the application thereon of any of the proceeds hereof, and that each and all of the covenants, agreements, and provisions hereof shall bind the respective heirs, executors, administrators, successors, and assigns of Trustor and Beneficiary herein, and all others who subsequently acquire any disbursements made for right, title, or interest in the enforcement Property, or to this Deed of this Mortgage Trust and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

Future Advances. This Mortgage will secure unpaid balances of any future loan advances, whether obligatory or not, made by Mortgagee after this Mortgage is (a) delivered for record to the extent that the total unpaid Senior Secured Note Obligations and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 advances made pursuant to designated lines of credit, exclusive of interest thereon, collection costs, and (b) given to secure, among other things, indebtedness expenses incurred by Mortgagee by reason of the any default of Mortgagor under the Credit Agreement and shall secure terms hereof, does not only presently existing exceed the maximum amount of unpaid indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this Mortgage, although there which may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of any time, which is $225,000,000, provided that this Mortgage shall be valid as to all Secured Obligations, including future indebtedness will also secure unpaid balances of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements advances made for the enforcement payment of taxes, assessments, insurance or expenses incurred for the protection of the Mortgaged Property. Any and all future advances under this Mortgage and the Senior Secured Note Documents shall have the same priority as if the future advance was made on that date this Mortgage was recorded. It is agreed that the lien hereby created will take precedence over and be a prior lien to any other Loan Documents and lien of any remedies hereundercharacter whether vendor's, payment of taxes, special assessments, utilities materialmen's or insurance mechanic's lien hereafter created on the Property or Mortgaged Property, and in the event the proceeds of the Loan are used to pay off and satisfy any other Project liens existing on the Mortgaged Property, then Mortgagee is, and interest on such disbursements will be, subrogated to all of the rights, liens and all disbursements by Mortgagee pursuant to applicable law (all such remedies of the holders of the indebtedness being hereinafter referred to as the maximum amount secured hereby)so paid. This Mortgage shall be valid and have priority is given to secure repayment of advances made pursuant to the extent of Indenture which advances are obligatory. Mortgagor agrees that the maximum amount loans secured hereby over by this Mortgage may be paid out by Mortgagee as provided in the Indenture, or any amendment thereto, and Mortgagee may do all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority things as provided to be done by lawMortgagee thereunder.

Future Advances. This Mortgage Deed of Trust is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Trustor's obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under the Credit Agreement Documents, the New Senior Notes Documents and the Refinancing Senior Notes Documents to which the Trustor is "party" and shall secure not only obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Trustor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Agreement, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness Deed of Mortgagor at the time of execution of this MortgageTrust. The lien of this Mortgage Deed of Trust shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder's office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage Deed of Trust is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Deed of Trust is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Trustor and the Beneficiary hereby acknowledge and agree that the Beneficiary and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements. The amount of present obligations secured is $2,072,000,000, and the maximum principal amount, including present and future obligations, which may be secured hereby at any one time is $3,072,000,000. The period within which such future obligations may be incurred commences on the date of this Deed of Trust and ends on the date fifteen (15) years from the date hereof.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness That upon the request of the Mortgagor Trustor or its successor in ownership of the Property, Beneficiary may, at its option, at any time before full payment of the Note secured hereby, make further advances to the Trustor or its successors in ownership, and the same, with interest and late charges as permitted by law, shall be secured by this Deed of Trust; and provided further that if Beneficiary, at its option, shall make a further advance or advances as aforesaid, the Trustor or its successors in ownership agree to execute and deliver to Beneficiary a note to evidence the same, payable on or before the maturity of the indebtedness under the Credit Agreement Note secured hereby and bearing such other terms as Beneficiary shall require. Trustor further acknowledges and agrees: that this Deed of Trust is intended to, and shall, secure not only presently existing the original indebtedness and Secured Obligations of Borrower under the Credit Agreement (Note, but any and Mortgagor under the Subsidiary Guaranty) but also all future indebtedness advances made by Beneficiary to Trustor; that this Deed of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option Trust shall secure any unpaid balances of Mortgagee, or otherwise, advances made with respect to the same extent as if Property; that Beneficiary shall have the benefit of all statutes now existing or henceforth enacted to assure repayment of any such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), advances plus interest thereon; that to secure the payment of said original indebtedness and future advances Beneficiary shall also have a lien upon all other personal property and securities now or hereafter in its possession belonging to Trustor; that all rights, powers and remedies con- ferred upon Beneficiary herein are in addition to each and every other right which Beneficiary has hereunder; that all rights, powers and remedies conferred upon Beneficiary in equity or by law may be enforced concurrently therewith; that Beneficiary shall be subrogated to the rights and seniority of any prior lien paid or released by reason of the application thereon of any of the proceeds hereof, and that each and all of the covenants, agreements, and provisions hereof shall bind the respective heirs, executors, administrators, successors, and assigns of Trustor and Beneficiary herein, and all others who subsequently acquire any disbursements made for right, title, or interest in the enforcement Property, or to this Deed of this Mortgage Trust and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given shall secure all Obligations including, without limitation, future advances whenever hereafter made with respect to secure, among other things, indebtedness of the Mortgagor or under the Credit Agreement Indenture, the Notes or the other Financing Documents and shall secure not only Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (Indenture, the Notes and the other Financing Documents, but also any and all other indebtedness which may hereafter be owing by the Mortgagor to the Mortgagee or the Secured Parties under the Subsidiary Guaranty) but also Indenture or the other Financing Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under Indenture or the Subsidiary Guaranty)other Financing Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Mortgagee or the Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Obligations whether or not Mortgagor executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage; provided, although there may however, that all those advances are to be no outstanding indebtedness of Mortgagor at made within twenty years from the time of execution date of this Mortgage. The lien , or within such lesser period of this Mortgage shall time as may be valid provided hereafter by law as to all Secured Obligationsa prerequisite for the sufficiency of actual notice or record notice of the optional future or additional advances as against the rights of creditors or subsequent purchasers for valuable consideration; and provided, including future indebtedness of Mortgagor. The further, that the total amount of indebtedness secured hereby by this Mortgage may decrease or increase or decrease from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars (the maximum principal amount of $71,500,000.00)930,000,000, plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities levies or insurance on the Mortgaged Property with interest on those disbursements. 7.4 697.07, Florida Statutes Limitation. Notwithstanding anything to the contrary provided in this Mortgage, the assignment of leases and rents contained in Article V of this Mortgage is intended to provide the Mortgagee with all the rights and remedies of lenders pursuant to Section 697.07, Florida Statutes (hereinafter “Section 697.07”), as may be amended from time to time. However, in no event shall this reference diminish, alter, impair, or affect any other rights and remedies of Mortgagee, including but not limited to, the appointment of a receiver as provided herein, nor shall any provision in this Section diminish, alter, impair or affect any rights or powers of the receiver in law or equity or as set forth herein. In addition, this assignment shall be fully operative without regard to value of the Mortgaged Property or to the adequacy of the Mortgaged Property to serve as security for the obligations owed by Mortgagor to Mortgagee or any other Project Secured Party, and interest on such disbursements and all disbursements shall be in addition to any rights arising under Section 697.07. Further, except for the notices required hereunder, if any, Borrower waives any notice of default or demand for turnover of rents by Mortgagee pursuant or Secured Parties, together with any rights under Section 697.07 to applicable law (all apply to a court to deposit the rents into the registry of the court or such indebtedness being hereinafter referred to other depository as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawcourt may designate.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Secured Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under the Secured Credit Agreement Documents and shall secure not only obligations with respect to presently existing indebtedness under the foregoing documents and agreements but also any and all other indebtedness which may hereafter be owing to the Secured Obligations of Borrower Parties under the Secured Credit Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the other Secured Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Parties, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder's office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Mortgaged Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Mortgage is given priority to secure all future advances made by lawthe Mortgagee and/or the other Secured Parties to or for the benefit of the Borrower, the Mortgagor and/or the Mortgaged Property, whether obligatory or optional, the Mortgagor and the Mortgagee hereby acknowledge and agree that the Mortgagee and the other Secured Parties are obligated by the terms of the Secured Credit Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Credit Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under Loan Documents, Qualified Secured Cash Management Agreements and the Credit Agreement Qualified Secured Hedging Agreements and shall secure not only Obligations with respect to presently existing indebtedness under the foregoing documents and agreements but also any and all other Obligations which may hereafter be owing to the Secured Obligations of Borrower Parties under the Loan Documents, Qualified Secured Cash Management Agreements and the Qualified Secured Hedging Agreements, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances and other obligations, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, or pursuant to Qualified Secured Cash Management Agreements or Qualified Secured Hedging Agreements, whether such indebtedness is advances or obligations are obligatory or to be made at the option of Mortgageethe Secured Parties, or otherwise, to the same extent as if such future indebtedness was advances or obligations were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness advances and obligations, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Mortgaged Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority over all subsequent Liens and encumbrances, including statutory Liens, excepting solely taxes and assessments levied on the real estate, to the extent of the maximum amount secured hereby over and Permitted Liens related thereto. Although this Mortgage is given to secure all subsequent liens future advances and encumbrancesobligations made by Mortgagee and/or the other Secured Parties to or for the benefit of the Borrower, Mortgagor and/or the Mortgaged Property, whether obligatory or optional, Mortgagor and Mortgagee hereby acknowledge and agree that Mortgagee and the other Secured Parties are obligated by the terms of the Loan Documents to make certain future advances or obligations, including statutory liensadvances of a revolving nature, excepting solely taxes and assessments levied on subject to the Property given priority by lawfulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage Security Instrument is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under the Credit Agreement Loan Documents and shall secure not only obligations with respect to presently existing indebtedness under the foregoing documents and Secured Obligations of Borrower agreements but also any and all other indebtedness which may hereafter be owing to the Lenders and/or the Mortgagee under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders and/or the Agent, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution Security Instrument. The Lien of this Mortgage. The lien of this Mortgage Security Instrument shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)Collateral is located. This Mortgage Security Instrument is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Security Instrument is given priority to secure all future advances made by lawthe Mortgagee and/or the Lender to or for the benefit of the MG Borrower, the Grantor and/or the Collateral, whether obligatory or optional, the Grantor and the Mortgagee hereby acknowledge and agree that the Mortgagee and the Lenders are obligated by the terms of the Loan Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only obligations with respect to presently existing indebtedness but also any and Secured Obligations of Borrower all other obligations that may hereafter be owing to the Collateral Agent and the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances, re-advances, and Protective Advances (collectively, “Future Advances”), in each case pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guarantyother Loan Documents, including with respect to any Incremental Loans made pursuant to Section 2.01(b) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Agreement, whether such indebtedness is Future Advances are obligatory or to be made at the option of Mortgageethe Collateral Agent, the Administrative Agent, the Lenders, or otherwise, to the same extent as if such future indebtedness was Future Advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness Future Advances, from the time of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time delivery hereof by Mortgagor to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)Mortgagee. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property Premises and Permitted Exceptions. Although this Mortgage is given priority to secure all Future Advances made by lawMortgagee or the other Lenders to or for the benefit of Borrower, Mortgagor, or the Mortgaged Property, pursuant to this Mortgage or in connection with the Mortgaged Property, the Credit Agreement or other Loan Documents, whether obligatory or optional, Mortgagor and Mortgagee acknowledge and agree that Mortgagee and the Lenders are obligated by the terms of the Loan Documents to make certain Future Advances, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only obligations with respect to presently existing indebtedness but also any and Secured Obligations of Borrower all other obligations that may hereafter be owing to the Collateral Agent and the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances, re-advances, and Protective Advances (collectively, “Future Advances”), in each case pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guarantyother Loan Documents, including with respect to any Incremental Loans made pursuant to Section 2.01(b) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Agreement, whether such indebtedness is Future Advances are obligatory or to be made at the option of Mortgageethe Collateral Agent, the Administrative Agent, the Lenders, or otherwise, to the same extent as if such future indebtedness was Future Advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness Future Advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Mortgaged Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property Premises. Although this Mortgage is given priority to secure all Future Advances made by lawMortgagee or the other Lenders to or for the benefit of Borrower, Mortgagor, or the Mortgaged Property, pursuant to this Mortgage or in connection with the Mortgaged Property, the Credit Agreement or other Loan Documents, whether obligatory or optional, Mortgagor and Mortgagee acknowledge and agree that Mortgagee and the Lenders are obligated by the terms of the Loan Documents to make certain Future Advances, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage To the extent any future advance is required to be made pursuant to the Purchased Asset Documents with respect to any Purchased Asset, Seller shall be required to fund such future advance in accordance with such Purchased Asset Documents, regardless of whether Purchaser agrees to fund an increase in the Purchase Price or the conditions for increasing the Purchase Price under this Agreement have been satisfied with respect to such future advance. Any Purchased Asset with respect to which there is any litigation or other proceeding alleging a failure to fund any future advance as and when required under the Purchased Asset Documents (acollectively, a “Future Advance Failure”) shall cease being an Eligible Asset, and Purchaser, upon written notice to Seller, may require that Seller repurchase such Purchased Asset, and a Repurchase Date shall occur with respect to such Purchased Asset within five (5) Business Days after such notice unless, within such five (5) Business Day period (i) Seller has provided evidence satisfactory to Purchaser, in its sole discretion exercised in good faith, that Seller is contesting, or will contest, such alleged Future Advance Failure in good faith, (ii) Seller has deposited into the Collection Account (to be held therein until released by Purchaser pursuant to this Agreement) a cash reserve (each, a “Reserve Fund”) equal to the disputed future funding amount and (iii) any excess proceeds with respect to such Purchased Asset shall be applied to the payment of the Repurchase Price for such Purchased Asset in accordance with Article 5(f) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 5(g). Purchaser shall apply Reserve Funds (i) so long as no Event of Default shall have occurred and is continuing, at the request of Seller, to cure the applicable Future Advance Failure, (bii) given upon the occurrence and during the continuance of 53 an Event of Default, in Purchaser’s sole discretion, either to securecure such Future Advance Failure or in the priority as Purchaser shall determine in its sole discretion exercised in good faith or (iii) provided no Event of Default is continuing, among other thingsif Seller shall fail to continue to contest such alleged Future Advance Failure in good faith, indebtedness to cure the applicable Future Advance Failure. Provided that no Default or Event of Default shall have occurred and is continuing, upon the final unconditional resolution of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, applicable Future Advance Failure to the same extent as if such future indebtedness was made on satisfaction of Purchaser in its sole discretion exercised in good faith, Purchaser shall promptly remit the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this MortgageReserve Funds to Seller. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.ARTICLE 13

Future Advances. This Mortgage is shall secure any and all present or future advances and readvances under the Liabilities made by Mortgagee to or for the benefit of Mortgagor or the Mortgaged Premises, including, without limitation: (ai) principal, interest, late charges, fees and Open-End Mortgage other amounts due under 42 Pa. C.S.A. Section 8143 the Liabilities or this Mortgage; (ii) all advances by Mortgagee to Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Premises; (biii) given to secureall advances made or costs incurred by Mortgagee for the payment of real estate taxes, among assessments or other thingsgovernmental charges, indebtedness maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Mortgagee for the enforcement and protection of the Mortgagor under Mortgaged Premises or the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution lien of this Mortgage; and (iv) all legal fees, although there costs and other expenses incurred by Mortgagee by reason of any default or otherwise in connection with the Liabilities, PROVIDED, HOWEVER, that the maximum principal sum secured by this Mortgage, or which under any contingency may be no outstanding indebtedness of secured hereby at any time in the future, shall not exceed the principal sum state in Section 1 above. Mortgagor agrees that if, at any time during the time of execution of this Mortgage. The lien term of this Mortgage shall be valid as or following a foreclosure hereof, Mortgagor fails to all Secured Obligationsperform or observe any covenant or obligation under this Mortgage including, including future indebtedness without limitation, payment of Mortgagor. The total amount any of indebtedness secured hereby the foregoing, Mortgagee may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to) take such steps as are reasonably necessary to remedy any such nonperformance or nonobservance for the account and at the expense of Mortgagor, make under this Mortgageand may enter upon the Mortgaged Premises for such purpose and take all such action thereon as, in Mortgagee's opinion, may be necessary or appropriate thereof. No such entry and no such action shall be deemed an eviction of any tenant of the Loan Documents Mortgaged Premises or any other document with respect thereto) at any one time outstanding may part thereof. All amounts advanced by Mortgagee shall be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for added to the enforcement of amount secured by this Mortgage and the other Loan Documents Documents, and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid due and have priority payable on demand, together with interest at four percent (4%) per annum above the rate of interest then in effect under the Note, such interest to be calculated from the date of such advance to the extent date of the maximum amount secured hereby over all subsequent liens repayment thereof. Mortgagor's obligations hereunder shall be continuing and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawshall survive notwithstanding a foreclosure of this Mortgage.

Future Advances. This Mortgage Deed of Trust is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Loan Documents but also any and all other Secured Obligations which may hereafter be owing by Grantor to the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness Deed of Mortgagor at the time of execution Trust. The Lien of this Mortgage. The lien Deed of this Mortgage Trust shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness advances, from the time of Mortgagorthe original recording of the original Deed of Trust for record in the recorder’s office of the county in which the Mortgaged Property is located. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as To the maximum amount secured hereby). This Mortgage extent permitted by law, this Deed of Trust is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Deed of Trust is given priority to secure all future advances made by lawBeneficiary and the other Lenders to or for the benefit of Grantor or the Mortgaged Property, whether obligatory or optional, Grantor and Beneficiary hereby acknowledge and agree that Beneficiary and the other Lenders are obligated by the terms of the Loan Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage Deed of Trust is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Trustor’s Applicable Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under Secured Debt Agreements to which the Credit Agreement Trustor is “party” and shall secure not only Applicable Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Trustor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under the Credit Agreement (advances and Mortgagor under the Subsidiary Guaranty)re- advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Creditors, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness Deed of Mortgagor at the time of execution of this MortgageTrust. The lien of this Mortgage Deed of Trust shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage Deed of Trust is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Deed of Trust is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Trustor and the Beneficiary hereby acknowledge and agree that the Beneficiary and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements.

Future Advances. 2.1 This Mortgage is shall secure any and all present or future advances under the Liabilities made by Mortgagee to or for the benefit of Mortgagor, Alexander's or the Mortgaged Property with respect to: (ai) principal, interest, late charges, fees and Open-End Mortgage other amounts due under 42 Pa. C.S.A. Section 8143 the Liabilities or this Mortgage; (ii) all advances by Mortgagee permitted hereunder to Mortgagor, Alexander's or any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Property; (biii) given to secureall advances made or costs incurred by Mortgagee for the payment of real estate taxes, among mortgage recording taxes, assessments or other thingsgovernmental charges, indebtedness maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Mortgagee for the enforcement and protection of the Mortgagor under Mortgaged Property or the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution lien of this Mortgage; and (iv) all legal fees, although there may be no outstanding indebtedness costs and other expenses incurred by Mortgagee by reason of any default or otherwise in connection with the Liabilities. Mortgagor agrees that if, at any time during the time of execution of this Mortgage. The lien term of this Mortgage shall be valid as or following a foreclosure hereof, Mortgagor fails to all Secured Obligationsperform or observe any covenant or obligation under this Mortgage including, including future indebtedness without limitation, payment of Mortgagor. The total amount any of indebtedness secured hereby the foregoing, Mortgagee may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to) take such steps as are reasonably necessary to remedy any such nonperformance or nonobservance for the account and at the expense of Mortgagor, make under this Mortgageand may enter upon the Mortgaged Premises for such purpose and take all such action thereon as, in Mortgagee's opinion, may be necessary or appropriate thereof. No such entry and no such action shall be deemed an eviction of any tenant of the Loan Documents Mortgaged Premises or any other document with respect thereto) at any one time outstanding may part thereof. All amounts advanced by Mortgagee shall be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for added to the enforcement of amount secured by this Mortgage and the other Loan Documents Reimbursement Documents, and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid due and have priority payable on demand, together with interest at the Default Rate, such interest to be calculated from the date of such advance to the extent date of the maximum amount secured hereby over all subsequent liens repayment thereof. Mortgagor's obligations hereunder shall be continuing and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawshall survive notwithstanding a foreclosure of this Mortgage.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders Mortgagee may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)5,000,000, plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law. Mortgagor acknowledges and intends that all such advances, including future advances whenever hereafter made, shall be secured by the lien of this Mortgage, as provided in Section 15-1302(b)(1) of the Act. Mortgagor covenants and agrees that this Mortgage shall secure the payment of all loans and advances made as of the date hereof or at any time in the future, and whether such future advances are obligatory or are to be made at the option of Mortgagee or otherwise (but not advances or loans made more than 20 years after the date hereof), to the same extent as if such future advances were made on the date of the execution of this Mortgage and although there may be no advances made at the time of the execution of this Mortgage and although there may be no other indebtedness outstanding under the Loan Documents at the time any advance is made. The lien of this Mortgage shall be valid as to all such obligations, including future advances, from the time of its filing of record in the office of the Recorder of Deeds of the County in which the Property is located. The total amount of the obligations secured hereby may increase or decrease from time to time. This Mortgage shall be valid and shall have priority over all subsequent liens and encumbrances, including any statutory liens except taxes and assessments levied on the Property or such other liens that shall have priority by operation of law, to the extent of the maximum amount secured hereby.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the First Lien Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under the First Lien Credit Agreement Documents and shall secure not only First Lien Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor agreements but also any and all other First Lien Obligations which may hereafter be owing to the First Lien Secured Parties under the Subsidiary Guaranty) but also First Lien Credit Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under advances and re-advances, pursuant to the First Lien Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe First Lien Secured Parties, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsFirst Lien Obligations secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Mortgaged Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority over all subsequent Liens and encumbrances, including statutory Liens, excepting solely taxes and assessments levied on the real estate, to the extent of the maximum amount secured hereby over and Liens permitted pursuant to First Lien Credit Documents related thereto. Although this Mortgage is given to secure all subsequent liens future advances made by Mortgagee and/or the other First Lien Secured Parties to or for the benefit of the Borrower, Mortgagor and/or the Mortgaged Property, whether obligatory or optional, Mortgagor and encumbrancesMortgagee hereby acknowledge and agree that Mortgagee and the other First Lien Secured Parties are obligated by the terms of the First Lien Credit Documents to make certain future advances, including statutory liensadvances of a revolving nature, excepting solely taxes and assessments levied on subject to the Property given priority by lawfulfillment of the relevant conditions set forth in the First Lien Credit Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given secures such future or additional advances as may be made by the Mortgagee or the holder hereof, at its exclusive option, to secure, among other things, indebtedness of the Mortgagor under or its successors or assigns in title, for any purpose, provided that all such advances are made within 20 years from the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations date of Borrower under this Mortgage or within such lesser period of time as may be provided by law as a prerequisite for the Credit Agreement (and Mortgagor under sufficiency of actual notice or record notice of such optional future or additional advances as against the Subsidiary Guaranty) but also future indebtedness rights of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory creditors or at the option of Mortgagee, or otherwise, subsequent purchasers for valuable consideration to the same extent as if such future indebtedness was or additional advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby by this Mortgage may increase be increased or decrease decreased from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)twice the face amount of the Note, plus interest thereon, thereon and any disbursements made under this Mortgage for the enforcement payment of impositions, taxes, assessments, levies, insurance, or otherwise with interest on such disbursements, plus any increases in the principal balance as the result of negative amortization or deferred interest, if any. All such future advances shall be secured to the same extent as if made on the date of the execution of this Mortgage and this Mortgage shall secure the other Loan Documents payment of the Note and any remedies hereunderadditional advances made from time to time pursuant hereto, payment all of taxes, special assessments, utilities said indebtedness being equally secured hereby and having the same priority as any amounts advanced as of the date of this Mortgage. It is agreed that any additional sum or insurance on the Property or any other Project and interest on such disbursements and all disbursements sums advanced by Mortgagee shall be equally secured with and have the same priority as the original indebtedness and shall be subject to all of the terms, provisions and conditions of this Mortgage, whether or not such additional loans or advances are evidenced by other promissory notes or other guaranties of Mortgagor and whether or not identified by a recital that it or they are secured by this Mortgage. It is further agreed that any additional promissory note or guaranty or promissory notes or guaranties executed and delivered pursuant to applicable law (all such indebtedness being hereinafter referred this paragraph shall automatically be deemed to as be included in the term "Note" wherever it appears in the context of this Mortgage. Without the prior written consent of Mortgagee, which Mortgagee may grant or withhold in its sole discretion, Mortgagor shall not file for record any notice limiting the maximum principal amount that may be secured hereby). This by this Mortgage shall be valid and have priority to the extent of a sum less than the maximum principal amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawset forth in this paragraph.

Future Advances. This Mortgage is (a) To the extent that the Mortgage secures future advances, the amount of such advances is not currently known. The acceptance of the Mortgage by the Mortgagee confirms that the Mortgagee is aware of the provisions of Minnesota Statutes § 287.05, subd. 5, and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and intends to comply with the requirements contained therein; (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total maximum principal amount of indebtedness secured hereby may increase or decrease from time to time, but by the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) Mortgage at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)time, plus interest thereon, and any disbursements excluding advances made for by the enforcement Mortgagee in protection of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or the lien of the Mortgage shall be $1,060,000.00; and (c) The representations contained in this section are made solely for the benefit of county recording authorities in determining the mortgage registry tax payable as a prerequisite to the recording of the Mortgage. The Mortgagor acknowledges that such representations do not constitute or imply an agreement by the Mortgagee to make any other Project future advances to the Mortgagor. Assignor, for good and valuable consideration, receipt of which is acknowledged, grants, transfers and assigns to Assignee all of Assignor’s right, title and interest on such disbursements in and to any existing and all disbursements by Mortgagee pursuant future recorded and/or unrecorded leases entered into on all or any part of the subject property referenced below during the term of the loan referenced below, together with (a) all rents, income, contract rights, issues, security deposits and profits arising from the leases and renewals thereof; (b) all rents, income, contract rights, issues, security deposits and profits for the use and occupation of the premises described in the leases or in the deed of trust (which term shall be construed to applicable law include a mortgage, as the case may be) described below and from all leases upon the real property described below, or any part thereof, which are now executed or which may hereafter during the term of this Assignment be executed; and (all such indebtedness being c) the guaranties of tenants’ performance under the leases, if any. The leases described above, any extensions or renewals thereof and any lease subsequently executed during the terms of this Assignment covering the real property described below are hereinafter collectively referred to as the maximum amount secured hereby)“Lease”. This Mortgage Assignment shall be valid constitute a perfected, absolute and present assignment; provided, however, that Assignor shall have priority the right to collect, but not prior to accrual, all rents under the extent Lease unless or until an event of default occurs hereunder, under the Note or under any of the maximum amount secured hereby over all subsequent liens Security Instruments (as hereafter defined), as more specifically provided in Paragraphs 3 and encumbrances4 below. This Assignment is made for the purpose of securing, including statutory liens, excepting solely taxes and assessments levied on the Property given in such order of priority by law.as Assignee may elect:

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Mortgagor's obligations under, among other thingsor in respect of, indebtedness of the Credit Documents, the Existing Senior Notes Documents and the Refinancing Senior Notes Documents to which the Mortgagor under the Credit Agreement is "party" and shall secure not only obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Mortgagor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Agreement, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder's office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Mortgage is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Mortgagor and the Mortgagee hereby acknowledge and agree that the Mortgagee and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements. The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment may be taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE PROPERTY.

Future Advances. This Mortgage is shall secure any additional loans as well as any and all present or future advances and readvances under the Obligations made by Mortgagee to or for the benefit of Mortgagor and/or either Borrower and/or the Mortgaged Premises, including, without limitation: (a) principal, interest, late charges, fees and Open-End Mortgage other amounts due under 42 Pa. C.S.A. Section 8143 and the Obligations or this Mortgage; (b) given all advances by Mortgagee to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of and/or either Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwiseor, to the same extent as if such future indebtedness was made permitted by any Loan Documents, any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the date Mortgaged Premises; (c) all advances made or costs incurred by Mortgagee for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Mortgagee for the enforcement and protection of the execution Mortgaged Premises or the lien of this Mortgage; and (d) all legal fees, although there may be no outstanding indebtedness costs and other expenses incurred by Mortgagee by reason of any default or otherwise by Mortgagor and/or either Borrower in connection with the Obligations. Mortgagor agrees that if, at any time during the time of execution of this Mortgage. The lien term of this Mortgage shall be valid as or following a foreclosure hereof, Mortgagor and/or either Borrower fails to all Secured Obligationsperform or observe any covenant or obligation under this Mortgage including, including future indebtedness without limitation, payment of Mortgagor. The total amount any of indebtedness secured hereby the foregoing, Mortgagee may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, ) take such steps as are reasonably necessary to remedy any such nonperformance or nonobservance and provide payment thereof. All amounts advanced by Mortgagee pursuant to the Loan Documents or any other document with respect thereto) at any one time outstanding may shall be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for added to the enforcement of amount secured by this Mortgage and the other Loan Documents Documents, and any remedies hereundershall be due and payable on demand, together with interest at the Default Rate set forth in the Term Note or the Revolving Note (whichever is higher), such interest to be calculated from the date of such advance to the date of repayment thereof. Mortgagor’s obligations hereunder shall be continuing and shall survive notwithstanding a foreclosure of this Mortgage. By their execution of this Agreement, Mortgagor (in its capacity as a Borrower under the Loan Agreement) and Borrower EP MEDSYSTEMS, INC. (signing this Mortgage so as to consent to all the terms and conditions of this Mortgage and to subordinate its leasehold estate in the Mortgaged Premises) hereby authorize Mortgagee (as “Lender” under the Loan Agreement) to effect payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as above in the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent manner specified in Section 3.9 of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawLoan Agreement.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) indebtedness, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgagee, the Mortgagee or otherwise, as are made within twenty (20) years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding but such secured indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)at any time the maximum principal amount of two times the amount of the Note, plus interest thereon, and any any-disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities levies or insurance on the Mortgaged Property with interest on such disbursements. Any such future advances, whether obligatory or to be made at the option of the Mortgagee or otherwise, may be made either prior to or after the due date of the Note or any other Project and interest on such disbursements and all disbursements obligations secured by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)this Mortgage. This Mortgage is given for the specific purpose of securing any and all indebtedness by the Mortgagor to the Mortgagee (but in no event shall the secured indebtedness exceed at any time the maximum principal amount set forth in this paragraph) in whatever manner this indebtedness may be evidenced or represented until this Mortgage-is satisfied of record. All covenants and agreements contained in this Mortgage shall be valid and have priority applicable to all further advances made by the Mortgagee to the extent Mortgagor under this future advance clause. The Mortgagor agrees that it will not without the consent of the maximum amount secured hereby over all subsequent liens Mortgagee, execute and encumbrances, including statutory liens, excepting solely taxes and assessments levied on record any notice limiting the Property given priority by lawright of the Mortgagee to make or the Mortgagor to accept future advances hereunder.

Future Advances. This Mortgage is (a) Deed of Trust shall secure the --------------- payment of all loans, monies, credit and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor Secured Indebtedness advanced under the Credit Agreement and the other Fundamental Documents and/or this Deed of Trust, whether the entire amount shall secure have been advanced at the date hereof or at a later date, or having been advanced, shall have been repaid in part and further advances made at a later date, and whether or not only presently existing indebtedness related to the original advances, together with the specified interest thereon all in accordance with the terms of the Credit Agreement. It is understood that, at any time before the cancellation and Secured Obligations release of Borrower under this Deed of Trust, the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness other Fundamental Documents and/or this Deed of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured ObligationsTrust, including future indebtedness the terms of Mortgagor. The total amount of indebtedness secured hereby repayment, may increase or decrease from time to time, but time be modified or amended in writing thereon by the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage parties liable thereon and the other Loan Documents and holder thereof to include any remedies hereunderfuture advance or advances for any purpose made by the holder, payment of taxesat its option, special assessmentsto or for said parties liable thereon. THIS DEED OF TRUST IS FOR COMMERCIAL PURPOSES, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law AND SECURES NOT ONLY INDEBTEDNESS OR ADVANCES MADE CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF, BUT ALSO FUTURE ADVANCES, BOTH OBLIGATORY AND OPTIONAL, TO THE SAME EXTENT AS IF SUCH FUTURE ADVANCES WERE MADE CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF, EVEN THOUGH NO ADVANCE IS MADE AT THE TIME OF EXECUTION HEREOF AND EVEN THOUGH NO INDEBTEDNESS IS OUTSTANDING AT THE TIME ANY ADVANCE IS MADE, AS PROVIDED BY TENNESSEE CODE ANNOTATED (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)S) 00-00-000. This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawTHIS NOTICE REFERENCING OBLIGATORY FUTURE ADVANCES IS FOR THE PURPOSE OF COMPLYING WITH TENNESSEE CODE ANNOTATED (S) 47-28-104(b) AND NO OTHER INFERENCE IS TO BE PRESUMED HEREUNDER.

Future Advances. This Mortgage is Any loan of money from Mortgagee to BT Orlando Limited Partnership made within twenty (a20) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on years from the date of hereof, with the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness advance written consent of Mortgagor, except as provided hereinbelow. The total amount of indebtedness secured hereby such loan or loans may decrease or increase or decrease from time tune to time, but the total unpaid principal aggregate balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under by this Mortgage, the Loan Documents or any other document with respect thereto) Amended and Restated Mortgage at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)25,000,000.00, plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of the Impositions (whether taxes, special assessmentslevies or otherwise), utilities insurance, taxes, appraisals, environmental audits, assessments or insurance reports, surveys, or other liens on the Property or any other Project and Mortgaged Property, with interest on such disbursements disbursements. The Mortgagee has no obligation, whatsoever, to make a Future Advance. Notwithstanding the foregoing, any and all disbursements sums expended or advanced, plus interest thereon, deemed necessary or desirable by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent Mortgagee, in any one or more of the maximum amount secured hereby over following categories, shall not require the consent of Mortgagor or BT Orlando: (i) sums to protect the priority, validity and enforceability of Mortgagee's lien and security interest in the Mortgaged Property and any and all subsequent liens collateral under the Loan Documents including, but not limited to, disbursements made for the payment of the Impositions (whether taxes, levies or otherwise), insurance, taxes, appraisals, environmental audits, assessments or reports, OR surveys, with interest on such disbursements; (ii) sums to prevent the value of the Mortgaged Property and encumbrancesall collateral from being diminished and to protect the collateral from being damaged, including statutory liensimpaired, excepting solely taxes mismanaged, or taken; (iii) sums to cure any and assessments levied all defaults on non-performance by BT Orlando or Mortgagor, as applicable, under the Property given priority by lawObligations and the Thackeray Obligations; (iv) sums to prevent or cure any and all defaults under the Junior Mortgage(s) or under the Junior Mortgage Loan documents or (v) sums to enforce any and all remedies permitted under the Loan Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) indebtedness, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, as are made within twenty years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness that may be so secured hereby may decrease or increase or decrease from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed SeventyFifty-One Five Million Five Hundred Thousand and No/100 No/100th Dollars ($71,500,000.0055,000,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law. If, pursuant to Florida Statutes Section 697.04, Mortgagor files a notice specifying the dollar limit beyond which future advances made pursuant to this Mortgage will not be secured by this Mortgage, then Mortgagor shall, within one (1) day of filing such notice, notify Mortgagee and its counsel by certified mail pursuant to Paragraph 7.12 of this Mortgage. In addition, such a filing shall constitute an Event of Default hereunder.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given shall secure all Secured Obligations including, without limitation, future advances whenever hereafter made with respect to secure, among other things, indebtedness of the Mortgagor or under the Credit Agreement or the other Loan Documents and shall secure not only Secured Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) other Loan Documents, but also future any and all other indebtedness of Borrower which may hereafter be owing by the Mortgagor to the Secured Parties under the Credit Agreement (or the other Loan Documents, however incurred, whether interest, discount or otherwise, and Mortgagor under whether the Subsidiary Guaranty)same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement or the other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Secured Obligations whether or not Mortgagor executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Credit Agreement contains a revolving credit facility that permits the Borrowers to borrower certain principal amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to the Lenders, all upon satisfaction of certain conditions stated in the Credit Agreement. This Mortgage secures all advances and re-advances under the revolving credit feature of the Credit Agreement. Mortgagor hereby agrees and acknowledges that the Secured Obligations secured by this Mortgage include a revolving loan and is intended to secure future advances; accordingly, this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated tocancelled by the full and complete repayment of the Loans, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to so long as the maximum amount secured hereby). This Mortgage shall be valid Credit Agreement remains in force and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by laweffect.

Future Advances. This The Mortgagee may, from time to time, at its option, make further advances to the Mortgagor which shall be secured by the lien of this Mortgage; provided, however, that the unpaid principal balance so secured by this Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness at any one time shall not exceed twice the amount of the original indebtedness secured hereunder, plus interest thereon, and plus any disbursements made by the Mortgagee for the payment of taxes, levies and insurance premiums on the Mortgaged Property, together with interest thereon. All additional or further monies which may be advanced by the Mortgagee to the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations (or any one of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guarantythem if there be more than one), whether such indebtedness is obligatory or after the date hereof, shall at the option of the Mortgagee be evidenced by a note or notes executed by the Mortgagor (or any one of them if there be more than one) in favor of the Mortgagee, or otherwise, to the same extent bearing such rate of interest and with such maturities as if such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease determined from time to time, but any and all such future advances secured by this Mortgage shall be made not more than twenty (20) years after the total unpaid principal balance date hereof. All such notes shall be of indebtedness equal dignity, and a default in the payment of any one note shall constitute a default in payment of all other notes, at the option of the Mortgagee. Each future advance shall be an integral part of the mortgage obligation and shall be secured hereby (including disbursements by the lien of this Mortgage as fully and to the same extent as though the same were a part of the original indebtedness. However, nothing contained herein shall be deemed an obligation on the part of the Mortgagee to make any future advances. Provided further, that any payments made by the Lenders may, but shall not be obligated to, make under Mortgagee for taxes and insurance or for any other purpose to preserve the security of the Note and this Mortgage, as deemed necessary by the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but Mortgagee, shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of remain secured by this Mortgage and the other Loan Documents and notwithstanding any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.other

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only obligations with respect to presently existing indebtedness but also any and Secured Obligations of Borrower all other obligations that may hereafter be owing to the Co-Collateral Agent and the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances, re-advances, and Protective Advances (collectively, “Future Advances”), in each case pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is Future Advances are obligatory or to be made at the option of Mortgageethe Co-Collateral Agent, the Administrative Agent, the Lenders, or otherwise, to the same extent as if such future indebtedness was Future Advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness Future Advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Mortgaged Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property Premises. Although this Mortgage is given priority to secure all Future Advances made by lawMortgagee or the other Lenders to or for the benefit of any Borrower, Mortgagor, or the Mortgaged Property, pursuant to this Mortgage or in connection with the Mortgaged Property, the Credit Agreement or other Loan Documents, whether obligatory or optional, Mortgagor and Mortgagee acknowledge and agree that Mortgagee and the Lenders are obligated by the terms of the Loan Documents to make certain Future Advances, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Mortgagor’s Applicable Obligations under, among other thingsor in respect of, indebtedness of the Secured Debt Agreements to which the Mortgagor under the Credit Agreement is “party” and shall secure not only Applicable Obligations with respect to presently Amended and Restated Mortgage — Cherokee County, SC existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Mortgagor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under the Credit Agreement (advances and Mortgagor under the Subsidiary Guaranty)re-advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Creditors, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Mortgage is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Mortgagor and the Mortgagee hereby acknowledge and agree that the Mortgagee and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements. In accordance with Section 29-3-50 of the South Carolina Code of Laws (1976), as amended, all future advances and re-advances that may subsequently be made to the Mortgagor under the Credit Agreement and evidenced by the Notes, Loans, commitments or other notes or instruments, and all modifications, renewals, or extensions thereof, the maximum amount of all Credit Document Obligations outstanding at one time secured by this Mortgage shall not exceed $7,050,000,000, plus interest thereon attorneys’ fees and court costs.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and the Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) Obligations, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or are to be made at the option of MortgageeMortgagee or the holder hereof, or otherwiseotherwise as are made within 20 years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness Secured Obligations that may be so secured hereby by this Mortgage may increase be increased or decrease decreased from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)twice the face amount of the Note, plus interest thereon, and any disbursements made under this Mortgage for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of impositions, taxes, special assessments, utilities levies, insurance, or insurance on the Property or any other Project and otherwise with interest on such disbursements and all disbursements as provided for herein, plus any increases in the principal balance as the result of negative amortization or deferred interest, if any. It is agreed that any additional sum or sums advanced by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to the terms hereof shall be equally secured with and have the same priority as the maximum amount secured hereby). This Mortgage original Secured Obligations and shall be valid and have priority subject to the extent all of the terms, provisions and conditions of this Mortgage, whether or not such additional loans or advances are evidenced by other promissory notes or other guaranties of Mortgagor and whether or not identified by a recital that it or they are secured by this Mortgage. It is further agreed that any additional promissory note or guaranty or promissory notes or guaranties executed and delivered pursuant to this paragraph shall automatically be deemed to be included in the term “Note” wherever it appears in the context of this Mortgage. Without the prior written consent of Mortgagee, which Mortgagee may grant or withhold in its sole discretion, Mortgagor shall not file for record any notice limiting the maximum principal amount that may be secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on by this Mortgage to a sum less than the Property given priority by lawmaximum principal amount set forth in this paragraph.

Future Advances. This Mortgage is secures such future or additional advances (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given in addition to secure, among other things, indebtedness the principal amount of the Note) as may be made by Mortgagee or the holder hereof, at its exclusive option, to Mortgagor under or its successors or assigns in title, for any purpose, provided that all such advances are made within twenty (20) years from the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations date of Borrower under this Mortgage or within such lesser period of time as may be provided by law as a prerequisite for the Credit Agreement (and Mortgagor under sufficiency of actual notice or record notice of such optional future or additional advances as against the Subsidiary Guaranty) but also future indebtedness rights of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory creditors or at the option of Mortgagee, or otherwise, subsequent purchasers for valuable consideration to the same extent as if such future indebtedness was or additional advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness Indebtedness secured hereby by this Mortgage may increase be increased or decrease decreased from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars (the maximum principal amount of $71,500,000.00), _____________ plus interest thereon, thereon and any disbursements made under the Mortgage for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of impositions, taxes, special assessments, utilities levies, insurance, or insurance on the Property or any other Project and otherwise, with interest on such disbursements disbursements. It is the intent of the parties that this Mortgage shall secure the payment of the Note and any additional advances made from time to time pursuant to any additional notes or otherwise, all disbursements of said indebtedness being equally secured hereby and having the same priority as any amounts advanced as of the date of this Mortgage. It is agreed that any additional sum or sums advanced by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid equally secured with, and have the same priority as, the original Indebtedness and shall be subject to the extent all of the maximum amount terms, provisions and conditions of this Mortgage, whether or not such additional loans or advances are evidenced by other promissory notes of Mortgagor and whether or not identified by a recital that it or they are secured hereby over all subsequent liens by this Mortgage. MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, Page 18 SECURITY AGREEMENT AND FIXTURE FILING Equity Inns- ____________ Loan No. 6 EXECUTED by the undersigned under seal with the intent that this instrument be an instrument under seal as of the day, month and encumbrancesyear first above written. EQI [_______] PARTNERSHIP, including statutory liensL.P., excepting solely taxes a Tennessee limited partnership By: EQI [_________] CORPORATION, a Tennessee corporation, ---------------------------------------- its General Partner Witness By: --------------------------------- Name: ---------------------------------------- ------------------------------- Witness Title: ------------------------------ [SEAL] STATE OF ____________ ) ) : COUNTY OF ___________ ) This foregoing instrument was acknowledged before me this _____ day of November, 2005, by _____________________________________, ___________________________ of EQI [________] CORPORATION, a Tennessee corporation and assessments levied General Partner of EQI [_________] PARTNERSHIP, L.P., a Tennessee limited partnership, on the Property given priority by law.behalf of said corporation and limited partnership. He/she/they personally appeared before me, is/are personally known to me or produced _________________________ as identification and [did] [did not] take an oath. [Notarial Seal] ------------------------------------- Notary Public ------------------------------------- Print Name of Notary My Commission Expires: -------------- MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, Signature Page SECURITY AGREEMENT AND FIXTURE FILING Equity Inns- ____________ Loan No. 6 EXHIBIT A LEGAL DESCRIPTION MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, Exhibit Page SECURITY AGREEMENT AND FIXTURE FILING Equity Inns- ____________ Loan No. 6 EXHIBIT B DESCRIPTION OF MATERIAL DIFFERENCES IN ACTUAL MORTGAGES VALUE OF MORTGAGOR MORTGAGED PROPERTY PROMISSORY NOTE --------- ------------------ --------------- 1. EQI Dalton Partnership, L.P. Dalton Courtyard $ 5,495,000

Future Advances. This Mortgage is secures such future or additional advances as may be made by Lender or the holder hereof, at its exclusive option, to Borrower or its successors or assigns in title, for any purpose, provided that all such advances are made within twenty (a20) and Open-End years from the date of this Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness or within such lesser period of time as may be provided by law as a prerequisite for the Mortgagor under sufficiency of actual notice or record notice of such optional future or additional advances as against the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations rights of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory creditors or at the option of Mortgagee, or otherwise, subsequent purchasers for valuable consideration to the same extent as if such future indebtedness was or additional advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby by Mortgage may increase be increased or decrease decreased from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)twice the face amount of the Note, plus interest thereon, thereon and any disbursements made under this Mortgage for the enforcement payment of impositions, taxes, assessments, levies, insurance, or otherwise with interest on such disbursements, plus any increase in the principal balance as the result of negative amortization or deferred interest, if any. All such future advances shall be secured to the same extent as if made on the date of the execution of this Mortgage and this Mortgage shall secure the other Loan Documents payment of the Note and any remedies hereunderadditional advances made from time to time pursuant thereto, payment all of taxessaid indebtedness being equally secured hereby and having the same priority as any amounts advanced as of the date of this Mortgage. It is agreed that any additional sum or sums advanced by Lender shall be equally secured with and have the same priority as the original indebtedness and shall be subject to all of the terms, special assessmentsprovisions and conditions of this Mortgage, utilities whether or insurance on the Property not such additional loans or advances are evidenced by other notes or other guaranties of Borrower and whether or not identified by a recital that it or they are secured by this Mortgage. It is further agreed that any other Project additional note or guaranty or notes or guaranties executed and interest on such disbursements and all disbursements by Mortgagee delivered pursuant to applicable law (all such indebtedness being hereinafter referred this paragraph shall automatically be deemed to as be included in the term "Note" wherever it appears in the context of this Mortgage. Without the prior written consent of Lender, which Lender may grant or withhold in its sole discretion, Borrower shall not file for record any notice limiting the maximum principal amount that may be secured hereby). This by this Mortgage shall be valid and have priority to the extent of a sum less than the maximum principal amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawset forth in this paragraph.

Future Advances. This Mortgage To the extent any future advance is required to be made pursuant to the Purchased Asset Documents with respect to any Purchased Asset, Seller shall be required to fund such future advance in accordance with such Purchased Asset Documents, regardless of whether Purchaser agrees to fund an increase in the Purchase Price or the conditions for increasing the Purchase Price under this Agreement have been satisfied with respect to such future advance. Any Purchased Asset with respect to which there is any litigation or other proceeding alleging a failure to fund any future advance as and when required under the Purchased Asset Documents (acollectively, a “Future Advance Failure”) shall cease being an Eligible Asset, and Purchaser, upon written notice to Seller, may require that Seller repurchase such Purchased Asset, and a Repurchase Date shall occur with respect to such Purchased Asset within five (5) Business Days after such notice unless, within such five (5) Business Day period (i) Seller has provided evidence satisfactory to Purchaser, in its sole discretion exercised in good faith, that Seller is contesting, or will contest, such alleged Future Advance Failure in good faith, (ii) Seller has deposited into the Collection Account (to be held therein until released by Purchaser pursuant to this Agreement) a cash reserve (each, a “Reserve Fund”) equal to the disputed future funding amount and (iii) any excess proceeds with respect to such Purchased Asset shall be applied to the payment of the Repurchase Price for such Purchased Asset in accordance with Article 5(f) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 5(g). Purchaser shall apply Reserve Funds (i) so long as no Event of Default shall have occurred and is continuing, at the request of Seller, to cure the applicable Future Advance Failure, (bii) given upon the occurrence and during the continuance of an Event of Default, in Purchaser’s sole discretion, either to securecure such Future Advance Failure or in the priority as Purchaser shall determine in its sole discretion exercised in good faith or (iii) provided no Event of Default is continuing, among other thingsif Seller shall fail to continue to contest such alleged Future Advance Failure in good faith, indebtedness to cure the applicable Future Advance Failure. Provided that no Default or Event of Default shall have occurred and is continuing, upon the final unconditional resolution of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, applicable Future Advance Failure to the same extent as if such future indebtedness was made on satisfaction of Purchaser in its sole discretion exercised in good faith, Purchaser shall promptly remit the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as Reserve Funds to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawSeller.

Future Advances. This Mortgage It is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness the intention of the Mortgagor under the Credit Agreement and Mortgagee that this Mortgage shall secure any and all future advances of every kind and whenever occurring, pursuant to 25 Del. C. § 2118. This Mortgage secures not only presently existing indebtedness and Secured Obligations of Borrower under or advances made contemporaneously with the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) execution hereof, if any, but also future indebtedness principal advances, with all interest accrued thereon, to or for the benefit of Borrower under Borrower, including readvances of sums repaid, up to a maximum principal amount of $760,000,000, made pursuant to the terms of the Credit Agreement Agreement, this Mortgage, the other Loan Documents and, other documents evidencing the Indebtedness (and Mortgagor under as the Subsidiary Guarantysame may be modified, amended or supplemented from time to time), the terms of all of which are incorporated herein by reference. All such future advances, whether such indebtedness is obligatory advances are obligatory, optional or at the option of Mortgageeboth and whether made before or after default or maturity or other similar event, or otherwise, shall be secured by this Mortgage to the same extent as if such future indebtedness was advances were made on the date of contemporaneously with the execution of this Mortgage, although there even though no advance may be no outstanding indebtedness of Mortgagor have been made at the time of execution of this Mortgage and even though no Indebtedness is outstanding at the time any advance is made. Any lien attaching to the Real Estate after the date hereof shall be under, subject and subordinate to all indebtedness, including, without limitation, future advances (regardless of when made) secured hereby. This Mortgage shall also secure, in addition to the maximum principal amount specified herein, disbursements and other advances made for the payment of taxes, assessments, maintenance, care, protection or insurance on the Real Estate, for the discharge of liens having priority over the lien of this Mortgage, for the curing of waste of the Real Estate, for indemnification obligations regarding environmental liabilities of the Real Estate, and, for service charges and expenses incurred by reason of a default hereunder, including, without limitation, late charges, attorney’s fees and court costs, together with interest on all such disbursements at the rate then in effect under the Credit Agreement, and all other charges, disbursements, advances costs and expenses now or hereafter permitted by law. The preference and priority of the lien of this Mortgage shall be valid as extend to any and all Secured Obligations, including future indebtedness modifications of Mortgagor. The total amount this Mortgage or of indebtedness the Indebtedness or Obligations secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under by this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority except to the extent expressly limited by applicable law. Notwithstanding the foregoing, Lender shall have no obligation to make any disbursements or advance any sums as a result of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawthis section.

Future Advances. This Mortgage Deed of Trust is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Loan Documents but also any and all other Secured Obligations which may hereafter be owing by Grantor to the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness Deed of Mortgagor at the time of execution Trust. The Lien of this Mortgage. The lien Deed of this Mortgage Trust shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness advances, from the time of Mortgagorthe original recording of the original Deed of Trust for record in the recorder’s office of the county in which the Mortgaged Property is located. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as To the maximum amount secured hereby). This Mortgage extent permitted by law, this Deed of Trust is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Deed of Trust is given priority to secure all future advances made by law.Beneficiary and the other Lenders to or for the benefit of Grantor or the Mortgaged Property, whether obligatory or optional, Grantor and Beneficiary hereby acknowledge and agree that Beneficiary and the other Lenders are obligated by the terms of the Loan Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Loan Documents. 

Future Advances. This Mortgage (i) In connection with the making of a future advance to the Mortgagor or Mezzanine Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset in an amount not to exceed the product of (i) the principal balance of the future advance made by Seller and (ii) the Purchase Price Percentage of such Purchased Asset (as determined by Purchaser in its sole discretion); provided that (A) each such increase request shall be for an amount of not less than $250,000 and (B) Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any thirty (30) day period. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given in Purchaser’s sole and absolute discretion, which approval shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (ii)(B) of this Article 3(h). (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction (or waiver in writing) of the following conditions, which satisfaction or waiver shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (B) below: (A) at least five (5) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser, which may be in the form of a draft amended and restated Confirmation for the applicable Transaction described in subclause (B) below: 30 (1) copies of all documentation submitted by Mortgagor or Mezzanine Borrower in connection with the applicable future advance; (2) a written certification stating that all conditions precedent to such future advance under the related Purchased Asset Documents (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness have been satisfied or will be satisfied as of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution related funding with evidence of this Mortgagesatisfaction having been provided to Purchaser or (b) have been specifically identified to Purchaser in writing and waived by Purchaser in writing; and (3) such other information and documentation (including, although there may be no without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion; (B) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller, and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (C) the Purchase Price Percentage after giving effect to such increase and the corresponding increase in the outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but Purchased Asset shall not exceed Seventy-One Million Five Hundred Thousand the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset. (D) as of the proposed date of such increase, the sum, without duplication, of (x) the aggregate unpaid Repurchase Price for all outstanding Transactions (excluding accrued and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made unpaid Purchase Price Differential for the enforcement then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (E) no event shall have occurred and be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; (F) no Default or Event of this Mortgage Default shall have occurred and be continuing as of the other Loan related Purchase Price increase date; (G) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; (H) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by Seller stating that all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied (or waived by Purchaser in its sole discretion if applicable) in all material respects (which certification may be made via a representation in the amended and restated Confirmation for the applicable Transaction described in subclause (B) above); and; and 31 (I) all representations and warranties made by any remedies hereunder, payment of taxes, special assessments, utilities or insurance on Seller Party in the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage Transaction Documents shall be valid true, correct and have priority complete on and as of the related Purchase Price increase date in all material respects with the same force and effect as if made on and as of such date (other than with respect to any MTM Representations); provided, that, (x) to the extent that any such representation or warranty relates to a specific date, they shall be true and correct as of such specific date and (y) any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all material respects after giving effect to any such qualification therein). (iii) Upon the satisfaction (or waiver by Purchaser in writing) of all conditions set forth in Article 3(h)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, which satisfaction or waiver shall be conclusively evidenced by Purchaser’s execution of the maximum amended and restated Confirmation for the applicable Transaction described in subclause (B) of this Article 3(h), Purchaser shall transfer the amount secured hereby over all subsequent liens and encumbrancesof the Purchase Price increase to an account of Seller or, including statutory liens, excepting solely taxes and assessments levied if such increase is being funded on the Property given priority same day as the future advance is being made to the related Mortgagor or Mezzanine Borrower, directly to the Mortgagor or Mezzanine Borrower, the Servicer or any title company, settlement agent or other Person, as directed by law.Seller in such amended and restated Confirmation or otherwise agreed to by Purchaser and Seller in writing. Seller acknowledges and agrees that, with respect to any Future Advance Purchased Asset and whether or not Purchaser advances any additional Purchase Price hereunder, Seller shall advance, as and when required under the related Purchased Asset Documents, any and all future advance obligations and commitments thereunder for so long as such Purchased Asset is subject to a Transaction hereunder. ARTICLE 4

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of Mortgagee, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders Bank may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)be limited to all indebtedness reasonably contemplated by the parties for the Project as of the date hereof, plus interest thereonincluding, and without limitation, any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law, AND IT IS AGREED THAT THIS MORTGAGE SHALL STAND AS SECURITY FOR ANY AND ALL FUTURE AND ADDITIONAL INDEBTEDNESS OF BORROWERS TO THE LENDERS, WHETHER IT BE INCURRED FOR ANY BUSINESS PURPOSE THAT WAS RELATED OR WHOLLY UNRELATED TO THE PURPOSE OF THE ORIGINAL LOAN, OR WHETHER IT WAS INCURRED FOR SOME PERSONAL OR NONBUSINESS PURPOSE, OR FOR ANY OTHER PURPOSE RELATED OR UNRELATED, OR SIMILAR OR DISSIMILAR, TO THE PURPOSE OF THE ORIGINAL LOAN.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Loan Documents but also any and all other Secured Obligations which may hereafter be owing by Mortgagor to the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness advances, from the time of Mortgagorthe original recording of the Original Mortgage for record in the recorder’s office of the county in which the Mortgaged Property is located. The total amount of indebtedness secured hereby may increase or decrease from time to timeTo the maximum extent permitted by law, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage is intended to and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Mortgage is given priority to secure all future advances made by lawMortgagee and the other Lenders to or for the benefit of Mortgagor or the Mortgaged Property, whether obligatory or optional, Mortgagor and Mortgagee hereby acknowledge and agree that Mortgagee and the other Lenders are obligated by the terms of the Loan Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage Deed To Secure Debt is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Grantor’s Applicable Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under Secured Debt Agreements to which the Credit Agreement Grantor is “party” and shall secure not only Applicable Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Grantor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under the Credit Agreement (advances and Mortgagor under the Subsidiary Guaranty)re-advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Creditors, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution Deed To Secure Debt. The security interest of this Mortgage. The lien of this Mortgage Deed To Secure Debt shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage Deed To Secure Debt is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Deed To Secure Debt is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Grantor and the Grantee hereby acknowledge and agree that the Grantee and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Loan Documents but also any and all other Secured Obligations which may hereafter be owing by Mortgagor to the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness advances, from the time of Mortgagorthe original recording of the Original Mortgage for record in the recorder’s office of the county in which the Mortgaged Property is located. The total amount of indebtedness secured hereby may increase or decrease from time to timeTo the maximum extent permitted by law, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage is intended to and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Mortgage is given priority to secure all future advances made by law.Mortgagee and the other Lenders to or for the benefit of Mortgagor or the Mortgaged Property, whether obligatory or optional, Mortgagor and Mortgagee hereby acknowledge and agree that Mortgagee and the other Lenders are obligated by the terms of the Loan Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Loan Documents. 

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) indebtedness, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgagee, the Mortgagee or otherwise, as are made within twenty (20) years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding but such secured indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)at any time the maximum principal amount of two times the amount of the Note, plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities levies or insurance on the Mortgaged Property with interest on such disbursements. Any such future advances, whether obligatory or to be made at the option of the Mortgagee or otherwise, may be made either prior to or after the due date of the Note or any other Project and interest on such disbursements and all disbursements Obligations secured by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)this Mortgage. This Mortgage is given for the specific purpose of securing any and all indebtedness by the Mortgagor to the Mortgagee (but in no event shall the secured indebtedness exceed at any time the maximum principal amount set forth in this paragraph) in whatever manner this indebtedness may be evidenced or represented until this Mortgage is satisfied of record. All covenants and agreements contained in this Mortgage shall be valid and have priority applicable to all further advances made by the Mortgagee to the extent Mortgagor under this future advance clause. The Mortgagor agrees that it will not, without the consent of the maximum amount Mortgagee, execute and record any notice limiting the right of the Mortgagee to make or the Mortgagor to accept future advances hereunder. Any advances that may be made by the Mortgagee to pay off the Senior Loan and Senior Mortgage as provided in Section 3.18 above, shall be deemed to be a future advance made hereunder and secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawthis Mortgage.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of secure the Mortgagor under the Credit Agreement Secured Obligations and shall secure not only obligations with respect to presently existing indebtedness but also any and Secured Obligations of Borrower all other obligations that may hereafter be owing to the Administrative Agent and the Lenders under the Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances, re-advances, and Protective Advances (collectively, “Future Advances”), in each case pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is Future Advances are obligatory or to be made at the option of Mortgageethe Administrative Agent, the Lenders, or otherwise, to the same extent as if such future indebtedness was Future Advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured ObligationsObligations secured hereby, including future indebtedness Future Advances, from the time of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time delivery hereof by Mortgagor to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)Mortgagee. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property Premises and Permitted Exceptions. Although this Mortgage is given priority to secure all Future Advances made by lawMortgagee or the other Lenders to or for the benefit of any Borrower, Mortgagor, or the Mortgaged Property, pursuant to this Mortgage or in connection with the Mortgaged Property, the Credit Agreement or other Loan Documents, whether obligatory or optional, Mortgagor and Mortgagee acknowledge and agree that Mortgagee and the Lenders are obligated by the terms of the Loan Documents to make certain Future Advances, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgagor acknowledges and intends that any future advances, whenever hereafter made, shall be a lien from the time this Mortgage is (arecorded, as provided in Section 5/15-1302(b)(1) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor Illinois Mortgage Foreclosure Law (the “Mortgage Act”), 735 ILCS 5/15-1101, et seq.,. That portion of the obligations which comprises the principal amount then outstanding under the Credit Agreement loans constitutes indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d, Mortgagor covenants and agrees that this Mortgage shall secure not only presently existing indebtedness the payment of all loans and Secured Obligations advances made pursuant to the terms and provisions of Borrower under the Credit Agreement (Agreement, the Note and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty), other Loan Documents whether such indebtedness is loans and advances are made as of the date hereof or at any time in the future, and whether such future advances are obligatory or are to be made at the option of Mortgagee, Mortgagee or otherwiseotherwise (but not advances or loans made more than 20 years after the date hereof), to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, Mortgage and although there may be no outstanding indebtedness of Mortgagor advances made at the time of the execution of this MortgageMortgage and although there may be no other Secured Obligations outstanding at the time any advance is made. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness advances, from the time of Mortgagorits filing of record in the office of the Recorder of Deeds of the County in which the Subject Property is located. The total amount of indebtedness secured hereby the Secured Obligations may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby the Secured Obligations (including disbursements that the Lenders may, but shall not be obligated to, which Mortgagee may make under this Mortgage, the Loan Documents Mortgage or any other document with respect theretoor instrument evidencing or securing the Secured Obligations) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement amount referred to in Section 2.4 of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)Mortgage. This Mortgage shall be valid and shall have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely except taxes and assessments levied on the Property given priority by lawSubject Property, to the extent of the maximum amount secured hereby.

Future Advances. This Mortgage Deed of Trust is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor Grantor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor Grantor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor Grantor under the Subsidiary Guaranty), whether such indebtedness is obligatory or at the option of MortgageeBeneficiary, or otherwise, to the same extent as if such future indebtedness was made on the date of the execution of this MortgageDeed of Trust, although there may be no outstanding indebtedness of Mortgagor Grantor at the time of execution of this MortgageDeed of Trust. The lien of this Mortgage Deed of Trust shall be valid as to all Secured Obligations, including future indebtedness of MortgagorGrantor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this MortgageDeed of Trust, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage Deed of Trust and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee Beneficiary pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage Deed of Trust shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

Future Advances. This Mortgage Deed to Secure Debt is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Grantor's obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under the Credit Agreement Documents, the Existing Senior Notes Documents and the Refinancing Senior Notes Documents to which the Grantor is "party" and shall secure not only obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Grantor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)Agreement, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Lenders, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution Deed to Secure Debt. The security interest of this Mortgage. The lien of this Mortgage Deed to Secure Debt shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the tune of Mortgagor. The total amount its filing for record in the recorder's office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage Deed to Secure Debt is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Deed to Secure Debt is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Grantor and the Grantee hereby acknowledge and agree that the Grantee and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements.

Future Advances. This Leasehold Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness as security for the performance of the Mortgagor covenants contained in this Leasehold Mortgage, and as security for the payment of the balance due under a Promissory Note in the Credit Agreement amount of Three Million Nine Hundred Seventy One Thousand and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement no/100ths DOLLARS (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty$3,971,000.00), whether such indebtedness is obligatory dated . This Leasehold Mortgage also secures the payment of any and all extension agreements or at renewal notes that may be given from time to time in the option of Mortgagee, or otherwise, to event the same extent as if such future indebtedness was made on the date time for payment of the execution Promissory Note is extended or the terms of this Mortgage, although there may be no outstanding the Promissory Note are modified. This Leasehold Mortgage also secures all additional indebtedness of Mortgagor at to Mortgagee for loan proceeds used for any costs associated with the time development and construction of execution improvements by Mortgagor on the Property, of any kind or nature, previously or later arising, whether or not matured, direct, optional, obligatory, contingent, or primary. This Leasehold Mortgage also secures any extensions of renewals of the additional debt. Any changes in the terms of any debt secured by this Leasehold Mortgage shall not affect the liability of Mortgagor hereunder or the security of this Leasehold Mortgage. The lien All of the indebtedness secured by this Leasehold Mortgage, together with all amounts in excess of the principal debt that may be advanced by the Leasehold Mortgagee from time to time to protect the Property or the security interest created by this document (as provided in this Leasehold Mortgage) shall have the same priority over any intervening encumbrances as that priority afforded the original principal debt secured. Nothing in this Leasehold Mortgage shall be valid as construed to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase obligate Mortgagee to make any renewals or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents additional loans or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by lawadvances.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) indebtedness, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgagee, the Mortgagee or otherwise, as are made within twenty (20) years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding but such secured indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)at any time the maximum principal amount of two times the amount of the Note, plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities levies or insurance on the Mortgaged Property with interest on such disbursements. Any such future advances, whether obligatory or to be made at the option of the Mortgagee or otherwise, may be made either prior to or after the due date of the Note or any other Project and interest on such disbursements and all disbursements Obligations secured by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)this Mortgage. This Mortgage is given for the specific purpose of securing any and all indebtedness by the Mortgagor to the Mortgagee (but in no event shall the secured indebtedness exceed at any time the maximum principal amount set forth in this paragraph) in whatever manner this indebtedness may be evidenced or represented until this Mortgage is satisfied of record. All covenants and agreements contained in this Mortgage shall be valid and have priority applicable to all further advances made by the Mortgagee to the extent Mortgagor under this future advance clause. The Mortgagor agrees that it will not, without the consent of the maximum amount secured hereby over all subsequent liens Mortgagee, execute and encumbrances, including statutory liens, excepting solely taxes and assessments levied on record any notice limiting the Property given priority by lawright of the Mortgagee to make or the Mortgagor to accept future advances hereunder.

Future Advances. This Mortgage Deed of Trust is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Trustor’s Applicable Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under Secured Debt Agreements to which the Credit Agreement Trustor is “party” and shall secure not only Applicable Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (foregoing documents and Mortgagor under the Subsidiary Guaranty) agreements but also any and all other indebtedness now owing or which may hereafter be owing by the Trustor or the Borrower, as the case may be, to the Secured Creditors, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under the Credit Agreement (advances and Mortgagor under the Subsidiary Guaranty)re-advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Creditors, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness Deed of Mortgagor at the time of execution of this MortgageTrust. The lien of this Mortgage Deed of Trust shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on county in which the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage Deed of Trust is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances. Although this Deed of Trust is given priority wholly or partly to secure all future obligations which may be incurred hereunder and under the other Secured Debt Agreements, whether obligatory or optional, the Trustor and the Beneficiary hereby acknowledge and agree that the Beneficiary and the other Secured Creditors are obligated by lawthe terms of the Secured Debt Agreements to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Secured Debt Agreements. The amount of present obligations secured is $5,200,000,000, and the maximum principal amount, including present and future obligations, which may be secured hereby at any one time is $7,050,000,000. The period within which such future obligations may be incurred commences on the date of this Deed of Trust and ends on the date fifteen (15) years from the date hereof.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure the Obligations under, among other thingsor in respect of, indebtedness of the Mortgagor under the Credit Agreement or the other Loan Documents and shall secure not only Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (or the other Loan Documents but also any and all other indebtedness which may hereafter be owing by the Mortgagor to the Secured Parties under the Subsidiary Guaranty) but also Loan Documents (including, without limitation, any Increased Commitments and any Incremental Term Loans issued thereunder), however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future indebtedness of Borrower under advances and re-advances, pursuant to the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty)other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Parties, or otherwise, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien Lien of this Mortgage shall be valid as to all Secured Obligationsindebtedness secured hereby, including future indebtedness advances, from the time of Mortgagor. The total amount its filing for record in the recorder’s office of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that county in which the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Mortgaged Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby)is located. This Mortgage is intended to and shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens Liens and encumbrances, including statutory liensLiens, excepting solely taxes and assessments levied on the Property real estate, to the extent of the maximum amount secured hereby, and Permitted Encumbrances related thereto. Although this Mortgage is given priority to secure all future advances made by lawthe Mortgagee and the other Secured Parties to or for the benefit of the Mortgagor or the Mortgaged Property, whether obligatory or optional, the Mortgagor and the Mortgagee hereby acknowledge and agree that the Mortgagee and the other Secured Parties are obligated by the terms of the Loan Documents to make certain future advances, including advances of a revolving nature, subject to the fulfillment of the relevant conditions set forth in the Loan Documents.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to securesecure all existing Indebtedness under this Mortgage and the other Loan Documents, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) but also future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or to be made at the option of Mortgagee, the Mortgagee or otherwise, as are made within twenty (20) years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor advance made at the time of execution of this MortgageMortgage and although there may be no Indebtedness outstanding at the time any advance is made. The lien of this Mortgage shall be valid as to all Secured ObligationsIndebtedness secured hereby, including future indebtedness advances, from the time of Mortgagorits filing for record in the recorder's office of the county in which the Premises are located. The total amount of indebtedness secured hereby Indebtedness may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby Indebtedness (including disbursements that the Lenders Mortgagee, may, but shall not be obligated to, make under this Mortgage, the Loan Documents Documents, or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars THREE HUNDRED MILLION NO/100 DOLLARS ($71,500,000.00), 300,000,000.00) plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project Premises and interest on such disbursements disbursements, and all disbursements by Mortgagee pursuant to applicable law 735 ILCS 5/15-1302(b)(5) (all such indebtedness Indebtedness being hereinafter referred to as the maximum amount secured hereby). This The Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely real estate taxes and assessments levied on the Property Premises given priority by law.

Future Advances. This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and the Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty) Obligations, but also such future indebtedness of Borrower under the Credit Agreement (and Mortgagor under the Subsidiary Guaranty)advances, whether such indebtedness is advances are obligatory or are to be made at the option of MortgageeMortgagee or the holder hereof, or otherwiseotherwise as are made within twenty years from the date hereof, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage, although there may be no outstanding indebtedness of Mortgagor at the time of execution of this Mortgage. The lien of this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness Secured Obligations that may be so secured hereby by this Mortgage may increase be increased or decrease decreased from time to time, but the total unpaid principal balance of indebtedness so secured hereby (including disbursements that the Lenders may, but shall not be obligated to, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00)twice the face amount of the Note, plus interest thereon, and any disbursements made under this Mortgage for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of impositions, taxes, special assessments, utilities levies, insurance, or insurance on the Property or any other Project and otherwise with interest on such disbursements and all disbursements as provided for herein, plus any increases in the principal balance as the result of negative amortization or deferred interest, if any. It is agreed that any additional sum or sums advanced by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to the terms hereof shall be equally secured with and have the same priority as the maximum amount secured hereby). This Mortgage original Secured Obligations and shall be valid and have priority subject to the extent all of the terms, provisions and conditions of this Mortgage, whether or not such additional loans or advances are evidenced by other promissory notes or other guaranties of Mortgagor and whether or not identified by a recital that it or they are secured by this Mortgage. It is further agreed that any additional promissory note or guaranty or promissory notes or guaranties executed and delivered pursuant to this paragraph shall automatically be deemed to be included in the term "Note" wherever it appears in the context of this Mortgage. Without the prior written consent of Mortgagee, which Mortgagee may grant or withhold in its sole discretion, Mortgagor shall not file for record any notice limiting the maximum principal amount that may be secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on by this Mortgage to a sum less than the Property given priority by lawmaximum principal amount set forth in this paragraph.

Future Advances. [This Mortgage is (a) shall secure all Secured Obligations including, without limitation, and Open-End Mortgage under 42 Pa. C.S.A. Section 8143 and (b) given as contemplated by KRS 382.520, future advances whenever hereafter made with respect to secure, among other things, indebtedness of the Mortgagor or under the Credit Agreement or the other Loan Documents and shall secure not only Secured Obligations with respect to presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement (and Mortgagor under or the Subsidiary Guaranty) other Loan Documents, but also future any and all other indebtedness of which may hereafter be owing by the Mortgagor or any Borrower to the Secured Parties under the Credit Agreement or the other Loan Documents (to the extent of not more than the Secured Amount), however incurred, whether interest, discount or otherwise, and Mortgagor under whether the Subsidiary Guaranty)same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement or the other Loan Documents, whether such indebtedness is advances are obligatory or to be made at the option of Mortgageethe Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Secured Obligations whether or not Mortgagor or any Borrower executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future indebtedness was advances were made on the date of the execution of this Mortgage. This Mortgage secures a line of credit or revolving credit facility pursuant to KRS 382.385 which allows extensions of credit up to the Secured Amount (as hereinafter defined).]25 The Credit Agreement contains a revolving credit facility that permits the Borrowers to borrow certain principal amounts, although there may be no outstanding indebtedness repay all or a portion of such principal amounts, and reborrow the amounts previously paid to the Lenders, all upon satisfaction of certain conditions stated in the Credit Agreement. This Mortgage secures all advances and re-advances under the revolving credit feature of the Credit Agreement. Mortgagor at hereby agrees and acknowledges that the time of execution of Secured Obligations secured by this Mortgage. The lien of Mortgage include a revolving loan and is intended to secure future advances; accordingly, this Mortgage shall be valid as to all Secured Obligations, including future indebtedness of Mortgagor. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that the Lenders may, but shall not be obligated tocancelled by the full and complete repayment of the Loans, make under this Mortgage, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed Seventy-One Million Five Hundred Thousand and No/100 Dollars ($71,500,000.00), plus interest thereon, and any disbursements made for the enforcement of this Mortgage and the other Loan Documents and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property or any other Project and interest on such disbursements and all disbursements by Mortgagee pursuant to applicable law (all such indebtedness being hereinafter referred to so long as the maximum amount secured hereby)Credit Agreement remains in force and effect. This Mortgage shall _______________________________ 24 To be valid and have priority revised based on local law. 25 Concept to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied be revised based on the Property given priority by local law.. 967770.02F-CHISR01A - MSW