Common use of Mortgage Clause in Contracts

Mortgage. The BORROWER hereby secures the loan and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. (a) The BORROWER Promoter have availed construction loan of RS. from Ratnakar Bank Limited (RBL) under facility agreement date and have mortgage the development potential and receivable of the project, to be implemented on the Specified Land, in favour of IDBI Trustee by registered mortgage dated bearing registration No. to secure the said loan. (b) The Purchaser/s hereby secures declare/s and confirm/s that the loan and other obligations stipulated hereinPromoter has prior to the execution hereof, by a first mortgage on real property specifically informed the Purchaser/s that: - (iesi) and improvements now existing or which The Promoter may thereafter exist thereon absolutely owned by the BORROWERhave an arrangement with certain Banks, free from all liens and encumbrances of whatever natureFinancial Institutions, and which property is more particularly described herein and/or in a supplementary page list appended heretoHousing Finance Companies, NBFCs, Fund Houses etc. (hereinafter collectively referred to as "the “Mortgaged Property” irrespective said Banks"), under which the said Bank would grant a line of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently credit to the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized Promoter to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency facilitate development of the Mortgaged Property at a level acceptable Project/Layout undertaken and carried on by it. As security for repayment of loans which may be advanced to or directed the Promoter by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessmentssaid Bank, and may create or cause to be created mortgages/charges on the Mortgaged Specified Land, Larger Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value and/or construction thereon in favour of the said mortgaged propertyBanks, and the securities created in favour of the said Banks may be substituted from time to time. The Promoter is entitled to raise finance by securitization of its receivables for the flats allocated to it and the Purchaser has/have given and granted his/her/their/its specific and unqualified consent and permission to the Promoter for doing the same; (ii) The title deeds relating to the Specified Land described in the Third Schedule hereunder written may have been deposited with the said Banks as security (along with other securities) for repayment of the loans already advanced and which may be advanced hereafter by the said Banks to the said Promoter under the said line of credit arrangement; and, to issue twenty-five (25iii) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition The Promoter has prior to the remedies it may have by law or under this Agreementexecution hereof, declare all amortizations on caused the loan immediately due and payable and may immediately foreclose on this mortgagesaid Banks to release the said Residential Flat from the aforesaid security if any, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135created in their favour, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transfereeif any. The latter hereby Promoter specifically reserves its right to bid at offer the appropriate public auctionsaid Specified Land along with the construction thereon or any part thereof (save and except the said Residential Flat), as security (including by way of a mortgage or charge) to any other credit/financial institution, bank or other person/body, who has advanced or may hereafter advance credit, finance or loans to the Promoter , and the Purchaser/s has/have given and granted his/her/their/its specific and unqualified consent and permission to the Promoter for doing the same.

Mortgage. The BORROWER hereby secures Administrative Agent shall have received counterparts of each Mortgage with respect to each Mortgaged Property, dated as of the loan date hereof, duly executed and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned delivered by the BORROWERapplicable Obligor, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, together with (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each Mortgage with respect to each Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose or, in the opinion of the Mortgaged Property Administrative Agent, desirable to create a valid, perfected first priority Lien against the properties purported to be covered thereby; (b) mortgagee’s title insurance policies in accordance favor of the Administrative Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, satisfactory to the Administrative Agent, with respect to the provisions property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by each such Mortgage constitute valid first Liens thereon free and clear of Act No. 3135 all defects and encumbrances other than as amendedapproved by the Administrative Agent, and if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and, 3. pending (c) such dispositionother approvals, opinions, or documents as the Administrative Agent may request in form and substance reasonably satisfactory to perform all other acts of administration the Administrative Agent including consents and management estoppel agreements from landlords, in form and substance reasonably satisfactory to the manner most advantageous Administrative Agent; provided, however, that the obligation to deliver such Mortgages shall not be a condition to the initial Credit Extension on the Closing Date, so long as the Obligors have used commercially reasonable efforts to deliver such Mortgages on the Closing Date and for deliver such Mortgages within 60 days after the best interest of Closing Date (or such later date as the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionAdministrative Agent may agree).

Mortgage. The BORROWER hereby secures Administrative Agent shall have received counterparts of each Mortgage with respect to each Mortgaged Property, dated as of the loan date hereof, duly executed and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned delivered by the BORROWERapplicable Obligor, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, together with (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each Mortgage with respect to each Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose or, in the opinion of the Mortgaged Property Administrative Agent, desirable to create a valid, perfected first priority Lien against the properties purported to be covered thereby; (b) mortgagee's title insurance policies in accordance favor of the Administrative Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, satisfactory to the Administrative Agent, with respect to the provisions property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by each such Mortgage constitute valid first Liens thereon free and clear of Act No. 3135 all defects and encumbrances other than as amendedapproved by the Administrative Agent, and if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and, 3. pending (c) such dispositionother approvals, opinions, or documents as the Administrative Agent may request in form and substance reasonably satisfactory to perform all other acts of administration the Administrative Agent including consents and management estoppel agreements from landlords, in form and substance reasonably satisfactory to the manner most advantageous Administrative Agent; provided, however, that the obligation to deliver such Mortgages shall not be a condition to the initial Credit Extension on the Closing Date, so long as the Obligors have used commercially reasonable efforts to deliver such Mortgages on the Closing Date and for deliver such Mortgages within 60 days after the best interest of Closing Date (or such later date as the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionAdministrative Agent may agree).

Mortgage. The BORROWER hereby secures This Lease and Tenant's rights under this Lease are subject and subordinate to the loan liens of any mortgages or any lien resulting from any method of financing or refinancing, together with any renewals, extensions, modifications, consolidations and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances replacements of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, them (hereinafter collectively referred to as "Mortgage"), which now or at any subsequent time encumber the “Mortgaged Property” irrespective Retail Area, the Premises, or the Project or any interest of numberLandlord in the Retail Area, the Premises or the Project or Landlord's interest in this Lease and the estate created by this Lease (except to the extent that any such instrument expressly provides that this Lease is superior to it). BORROWER is making , provided each and every such mortgagee or security holder first agrees in writing, in form and content mutually and reasonably acceptable to Tenant and such mortgagee, ground lessor, or other person, that if Landlord defaults under the Mortgage, such mortgagee or security holder shall recognize this first mortgage in favor of ORIGINATING INSTITUTION Lease and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency not disturb Tenant's possession of the Mortgaged Property at a level Premises while Tenant in not in default of this Lease beyond any applicable cure period hereunder and agrees to such other matters as may be reasonably acceptable to Tenant and such Mortgagee or directed by security holder. Landlord agrees to use all reasonable efforts to obtain a Non-Disturbance Agreement for Tenant from the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent existing lender of the ORIGINATING INSITUTION or its assignee/transfereeRetail Area, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th checkform and content of that attached hereto as Exhibit J and made a part hereof (any modifications of which shall be reasonably approved by Tenant and said lender), which may also be held simultaneously with Landlord's execution and delivery of this Lease to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paidTenant. In the event Landlord is unable to obtain a Non-Disturbance Agreement from each and every then existing mortgagee of Landlord's interest in the mortgaged property is soldProject, disposed on or before the execution of or otherwise transferred in whole or in part this Lease by both Landlord and Tenant, then either party hereto shall have the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases right to terminate this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition Lease upon ten (10) days prior written notice to the remedies it may have other at any time prior to obtaining such Non-Disturbance Agreement. Subject to the provisions of this paragraph, Tenant will execute, acknowledge and deliver to Landlord at any time and from time to time, upon demand by law or under this AgreementLandlord, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts documents as may be necessary to dispose reasonably requested by Landlord or any mortgagee, or any holder of the Mortgaged Property a deed of trust or other instrument described in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such dispositionthis paragraph, to perform all confirm or effect any such subordination, in a form of agreement reasonably acceptable to Tenant and Landlord's mortgagee, ground lessor or other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionsecurity holder.

Mortgage. (i) The BORROWER hereby secures Collateral Agent shall have received the loan Mortgage with respect to the Mortgaged Property to be mortgaged on the Closing Date duly executed, acknowledged and other obligations stipulated herein, delivered by a duly authorized representative of each party thereto, in a form suitable for filing or recording, together with evidence that a counterpart of the Mortgage has been delivered on or before the Closing Date to the Title Insurance Company and is in form suitable for filing or recording in all applicable filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first mortgage and subsisting Lien on the real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly interests described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage therein in favor of ORIGINATING INSTITUTION the Collateral Agent for the benefit of the Secured Parties, and subsequently the NHMFC that all filing and recording taxes and fees have been paid or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized deposits or other reasonably acceptable arrangements to acquire/construct pay for the same property herein mortgaged. out of the proceeds of the Loan have been made by Borrower to maintain or with the integrity, quality and sufficiency Title Insurance Company. (ii) The Administrative Agent shall have received in respect of the Mortgaged Property at a level acceptable fully paid American Land Title Association Lender’s Extended Coverage title insurance policy (or policies) or marked up unconditional (subject only to payment of fees on the Closing Date out of the proceeds of the Loan) binder(s), proforma(s), or directed commitment(s) for such insurance, in an aggregate amount of no less than $35,000,000, together with such endorsements as reasonably requested by the ORIGINATING INSTITUTION Administrative Agent and which are reasonably available in the applicable jurisdiction at commercially reasonable rates (each, a “Title Policy”), issued by Fidelity National Title Insurance Company (or its assignee/transferee; another title insurance company reasonably satisfactory to allow the ORIGINATING INSTITUTION Administrative 80 Xxxxx Wind – Credit Agreement Agent) (the “Title Insurance Company”), in each case in form and substance reasonably satisfactory to the Administrative Agent as of the Closing Date. With respect to any property located in a state in which a zoning endorsement is not available on commercially feasible terms, the Administrative Agent shall have received a zoning compliance letter, or its assignee/transferee written notice (expressly including a written notice by e-mail) that such municipality does not have zoning, from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case reasonably satisfactory to inspect the Administrative Agent. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such Title Policy and all related expenses, if any, have been paid or that reasonably acceptable arrangements to pay for the same out of proceeds of the Loan have been made. (iii) The Administrative Agent shall have received in respect of the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral Property, either: (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurredA) the remaining outstanding balances every two aerial maps (2so called “zip maps”) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property set forth on Schedule 5.1(o)(iii), in accordance form and substance reasonably acceptable to the Administrative Agent and dated not more than 120 days prior to the Closing Date for which all necessary fees (where applicable) have been paid (or that reasonably acceptable arrangements for the payment thereof out of proceeds of the Loan have been made); or (B) a copy of the aerial maps of the Mortgaged Property as set forth on Schedule 5.1(o)(iii) together with a no-change affidavit from Borrower with respect thereto sufficient to cause the provisions Title Insurance Company to issue the Title Policy with respect to the Mortgage without a general survey exception applicable to the portions of Act No. 3135 the Project which comprise the main power generating facilities of the Project. (iv) The Administrative Agent shall have received (A) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the portion of the Project on which a “Building” (as amended; and, 3. pending defined in 12 C.F.R. Chapter III, Section 339.2) owned by any Loan Party is located addressed to the Collateral Agent and (B) if such disposition“Building” (as so defined) is located in a special flood hazard area as indicated by the “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination delivered pursuant to sub-clause (A) above (a “Flood Hazard Property”), (1) Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to perform all other acts of administration and management the fact that the Project is a Flood Hazard Property, (2) evidence as to whether such Flood Hazard Property is located in a community that participates in the manner most advantageous to NFIP (as defined below) and for the best interest (3), evidence of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.a policy of flood insurance that

Mortgage. The BORROWER hereby secures This Mortgage is being granted by the loan Mortgagor to the Mortgagee to secure equally and ratably the due and punctual payment, performance and observance of the following indebtedness, liabilities and obligations, whether now or hereafter arising or incurred, or whether now or hereafter owed or owing (collectively as the "SECURED OBLIGATIONS"): (i) all principal of all Loans outstanding from time to time under the Credit Agreement, all interest (including Post-Petition Interest) on such Loans and all other amounts (including fees and disbursements of counsel) now or hereafter payable by the Mortgagor pursuant to any Financing Document (including this Mortgage), (ii) any other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned heretofore designated by the BORROWERMortgagor as additional Secured Obligations pursuant to Section 2.16 of the Credit Agreement, (iii) all principal of all 2002 Notes, free 2006 Notes and 2007 Notes outstanding from time to time, all liens interest (including Post-Petition Interest) on such 2002 Notes, 2006 Notes and encumbrances 2007 Notes and all other amounts (including fees and disbursements of whatever naturecounsel) now or hereafter payable by the Mortgagor to the Indenture Trustee and the Holders pursuant to the Indenture, the Supplemental Indenture and which property is more particularly described herein and/or this Mortgage, and (iv) all obligations of the Mortgagor under the UK Guarantee, including obligations thereunder in a supplementary page list appended heretorespect of all principal of all UK Loans outstanding from time to time under the UK Credit Agreement, all interest (hereinafter referred including Post-Petition Interest) on such UK Loans and all other amounts (including fees and disbursements of counsel) now or hereafter payable by the UK Borrower pursuant to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: UK Credit Agreement; PROVIDED, HOWEVER, that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency distributions on account of the Mortgaged Property UK Guarantee hereunder shall not exceed the amount of the Matured UK Guaranteed Claim; PROVIDED, FURTHER, notwithstanding the foregoing proviso, pursuant to Section 5.06(b), distributions at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also time when there exists an Unmatured UK Guaranteed Claim shall be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or escrow as contemplated in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionSection 5.06(b).

Mortgage. The BORROWER hereby secures ABL Loan Collateral Agent shall have received: (a) fully executed counterparts of Mortgages and corresponding UCC fixture filings, in form and substance reasonably satisfactory to the loan Administrative Agent, which Mortgages and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely UCC fixture filings shall cover each Real Property owned by the BORROWER, free from all liens any Qualified Credit Party and encumbrances of whatever nature, and which property is more particularly described herein and/or in designated as a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective on Schedule 6.21, together with evidence that counterparts of number). BORROWER is making this first mortgage in favor such Mortgages and UCC fixture filings have been delivered to the title insurance company insuring the Lien of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency such Mortgage for recording; (b) a recent survey of the each Mortgaged Property at (and all improvements thereon) (w) prepared by a level acceptable surveyor or engineer licensed to or directed by perform surveys in the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the state where such Mortgaged Property is lostlocated, impaired or depreciated due (x) dated not earlier than six months prior to any cause whatsoever; the date of delivery thereof, (y) certified by the surveyor (in a manner reasonably acceptable to duly pay or discharge all taxes, assessmentsthe Administrative Agent), and charges (z) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof date of preparation of such payment; not survey, or one or more affidavits of no change, such surveys or affidavits to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations be sufficient for the first twenty-four (24) months title company to remove all standard survey exceptions from take-out date and (in the 25th check, which may also be held Mortgage Policy relating to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is locatedsuch Mortgaged Property; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the (c) flood certificates covering each Mortgaged Property in accordance with form and substance reasonably acceptable to the provisions Administrative Agent, certified to the ABL Loan Collateral Agent in its capacity as such and whether or not each such Mortgaged Property is located in a flood hazard area, as determined by designation of Act Noeach such Mortgaged Property in a specified flood hazard zone by reference to the applicable FEMA map. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in In determining the manner most advantageous to and for the best interest satisfaction of the ORIGINATING INSTITUTION conditions specified in this Section 6, (x) to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Initial Borrowing Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 6.07, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Initial Borrowing Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Initial Borrowing Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 6 have been met (after giving effect to the preceding sentence), then the Initial Borrowing Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Initial Borrowing Date shall not release Holdings or the NHMFC Borrowers from any liability for failure to satisfy one or its assignee/transferee. The latter hereby reserves its right to bid at more of the appropriate public auctionapplicable conditions contained in this Section 6).

Mortgage. The BORROWER hereby secures (i) Within thirty (30) days following the loan Closing Date, the Company shall cause to be filed of record, in the applicable real property records of Northhampton County, Pennsylvania, the Mortgage securing the Notes and other obligations stipulated hereincovering the real property described on Schedule 4(bb) attached hereto (the “Property”); (ii) Within thirty (30) days following the Closing Date, the Company shall deliver to the Collateral Agent an ALTA mortgagee title insurance policy (the “Mortgage Policy”) (or, if the Property is in a state which does not permit the issuance of such ALTA policy, such form as shall be permitted in such state and reasonably acceptable to the Collateral Agent), issued by a first title insurance company satisfactory to the Collateral Agent (the “Title Insurance Company”) with respect to the Property, in an amount satisfactory to the Collateral Agent with respect to the Property, which amount shall not exceed the fair market value for the Property, assuring the Collateral Agent that the Mortgage creates a valid and enforceable mortgage liens subject only to Permitted Liens (as defined in the Notes) on real property (ies) the Property, free and improvements now existing clear of all defects and encumbrances other than those which are usual and customary or which may thereafter exist thereon absolutely owned permitted by the BORROWERCollateral Agent in its reasonable discretion, free from all liens which Mortgage Policy shall be in form and encumbrances of whatever naturesubstance reasonably satisfactory to the Collateral Agent and containing such endorsements as shall be reasonably satisfactory to the Collateral Agent and for any other matters that the Collateral Agent may request, and which property is more particularly described herein and/or providing affirmative insurance as the Collateral Agent may request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; (iii) Within thirty (30) days following the Closing Date, the Company shall deliver to the Collateral Agent a zoning report on the Property, from the Planning and Zoning Resource Corporation, in a supplementary page list appended heretoform reasonably satisfactory to the Collateral Agent; (iv) Upon request the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting the Property, (hereinafter referred and at the Collateral Agent’s option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company’s offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed be conducted by the ORIGINATING INSTITUTION or its assignee/transferee; Collateral Agent, which shall be at the Company’s expense, to allow confirm the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, ownership and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; andProperty; (v) Within sixty (60) days following the Closing Date (the “Consent Deadline”), (A) the Company shall request and use all reasonable best efforts to obtain and deliver to the Collateral Agent an Intercreditor and Subordination agreement, in form, scope and substance reasonably satisfactory to the Collateral Agent, evidencing the consent and approval of the Pennsylvania Industrial Pennsylvania Industrial Development Authority (“PIDA”) to the Mortgage and the other Transaction Documents. If the Company fails to obtain such consent of PIDA to the Mortgage on or prior to the Consent Deadline, the Company shall on or prior to the Consent Deadline pay off the mortgage securing the PIDA Loan in full and deliver to the Collateral Agent (i) a duly executed copy of the payoff letter with respect to the PIDA Loan, (ii) any and all related release, cancellation and/or termination documents, duly executed by the Company and its Subsidiary, Minrad, Inc., together with the UCC-3 termination statements for all UCC-1 financing statements filed by PIDA, (iii) evidence of the termination or release of the mortgage of PIDA with respect to the Property and (iv) acknowledgement filings of such UCC-3 termination statements, in each case in form and substance reasonably satisfactory to the Collateral Agent and (B) the Company shall request and use all reasonable best efforts to obtain and deliver to the Collateral Agent an Intercreditor and Subordination agreement, in form, scope and substance reasonably satisfactory to the Collateral Agent, evidencing the consent and approval of Commonwealth of Pennsylvania acting through the Department of Community and Economic Development (the “DCED”), to issue twenty-five the Security Agreement and the other Transaction Documents. If the Company fails to obtain such consent of DCED on or prior to the Consent Deadline, the Company shall on or prior to the Consent Deadline pay off the MELF Loan in full and deliver to the Collateral Agent (25i) post-dated checks a duly executed copy of the payoff letter with respect to the MELF Loan, (PDCsii) in favor of NHMFC to cover any and all related release, cancellation and/or termination documents, duly executed by the monthly amortizations Company and the MELF Loan, together with the UCC-3 termination statements for the first twenty-four (24) months from take-out date all UCC-1 financing statements filed by DCED and (iii) acknowledgement filings of such UCC-3 termination statements, in each case in form and substance reasonably satisfactory to the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurredCollateral Agent; (vi) Within thirty (30) days following the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWERClosing Date, the BORROWER Company shall not be released obtain and deliver to the Collateral Agent an opinion from his liability but shall be liable jointly and severally the Company’s counsel with respect to the transferee unless expressly released therefrom in writing under existing policy due execution, authority, enforceability of the ORIGINATING INSTITUTIONSecurity Documents and such other matters as the Collateral Agent may reasonably require, in form, scope and substance reasonably satisfactory to the Collateral Agent and the Collateral Agent’s counsel; (vii) Within thirty (30) days following the Closing Date, the NHMFC or its transferee Company shall obtain and successor-in-interest. In all cases this mortgage shall constitute deliver to the Collateral Agent a first current survey, certified to the Title Insurance Company and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee mayCollateral Agent and their successors and assigns, in addition form and content reasonably satisfactory to the remedies it may have Collateral Agent and prepared by law or under this Agreement, declare all amortizations on a professional and properly licensed land surveyor reasonably satisfactory to the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property Collateral Agent in accordance with the provisions Accuracy Standards for ALTA/ACSM Land Title Surveys as adopted by ALTA, American Congress on Surveying & Mapping and National Society of Professional Surveyors in 1999. Such survey shall reflect the same legal description contained in the Mortgage Policy and shall include, among other things, a metes and bounds description of the real property comprising part of the Property reasonably satisfactory to the Collateral Agent. The surveyor’s seal shall be affixed to such survey and the surveyor shall provide a certification for such survey in form and substance reasonably acceptable to the Collateral Agent; (viii) Within thirty (30) days following the Closing Date, the Company shall obtain and deliver to the Collateral Agent a flood insurance certificate, in form and substance reasonably satisfactory to the Collateral Agent, stating that no portion of the Property is located in an area as identified by the Federal Emergency Management Agency as an “area of special flood hazard,” as that term is defined in the regulations of the Federal Insurance Administration, Department of Housing and Urban Development, under the National Flood Insurance Act No. 3135 of 1968, as amendedamended (24 CFR § 1909.1); and, 3. pending such disposition(ix) Within thirty (30) days following the Closing Date, the Company shall obtain and deliver to perform the Collateral Agent evidence that the Collateral Agent has been named as an additional insured, as its interests may appear, under all other acts of administration casualty and management in general liability insurance policies applicable to the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionProperty.

Mortgage. The BORROWER hereby secures the loan and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION INSTITUTION, NHMFC, or its assignee/transferee; to allow the ORIGINATING INSTITUTION INSTITUTION, NHMFC, or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION INSTITUTION, NHMFC, or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION INSTITUTION, NHMFC, or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION INSTITUTION, NHMFC, or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC every two (2) years to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years balances, until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the INSTITUTION, NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC INSTITUTION, NHMFC, or its assignee/transferee. The latter ORIGINATING INSTITUTION, NHMFC, or its assignee/transferee hereby reserves its reserve the right to bid at the appropriate public auction.

Mortgage. The BORROWER hereby secures the loan and other obligations stipulated hereinTHIS MORTGAGE (“Mortgage”) is given on <closing date> , by (the “Borrower”) to The City of Urbana, a first mortgage on real property unit of local government (ies) the “Grantor”). Borrower conditionally owes the Grantor a maximum amount of <amount> and improvements now existing or 00/100 Dollars ($<amount> ). This debt is evidenced by Borrower’s promissory note dated the same date as this Mortgage (the “Note”), a copy of which may thereafter exist thereon absolutely owned by the BORROWERis attached hereto as Exhibit “A”, free from all liens and encumbrances of whatever naturewhich provides for a five-year term, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Affordability Period,” commencing on <closing date>. This Mortgage secures to the Grantor: (a) all repayment of the debt evidenced by the Note, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums advanced by the Grantor pursuant to paragraph 7 of this Mortgage to protect the security of this Mortgage; and (c) the performance of Borrower’s covenants and agreements under this Mortgage, Indirect Homebuyer Assistance Land-Use Regulatory Agreement between Borrower and Grantor dated the date hereof (the “Land Use Restriction Agreement”) and the Note. For these purposes, Borrower hereby mortgages, grants and conveys to the Grantor, its successors and assigns, the real property described on Exhibit “B”, attached hereto and incorporated by reference herein, located in the County of Champaign, State of Illinois, together with (a) all the improvements now or hereafter erected on the property and all easements, rights and appurtenances thereto; (b) all leases and licenses with respect to the property; (c) all rents, royalties and profits thereof; and (d) all fixtures and equipment now or hereafter in or on the property. All replacements and additions shall also be covered by this Mortgage. The real property referenced in Exhibit B and all of the other property subject to this mortgage is hereinafter referred to collectively in this Mortgage as the “Property”. Borrower covenants that Borrower is the lawful owner of the Property conveyed by this Mortgage and has the full right and power to mortgage, grant and convey the Property and that the Property is unencumbered, except for the encumbrances of record described in Exhibit “C” irrespective of numberhereto acceptable to the Grantor (the “Permitted Encumbrances”). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION Borrower warrants and subsequently will defend generally the NHMFC or its assignee/ transferee. The BORROWER further agrees title to the Property against all claims and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integritydemands, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due subject to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit Permitted Encumbrances. Borrower covenants to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, Grantor as amendedfollows: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. I. Mortgaged property (I) The BORROWER hereby secures Mortgagor voluntarily pledges the loan real estate that it has purchased as mortgaged property to provide mortgage for the Borrower to perform this Contract to the Lender. (II) The final value of the aforementioned mortgaged property shall be based on the net income of the actual processing of the mortgaged property when the mortgage right is realized. II. The Mortgagor represents and other obligations stipulated hereinwarrants that: (I) The Mortgagor has full and undisputed ownership or disposal rights over the mortgaged property; (II) The mortgaged property can be circulated or assigned in accordance with the law; (III) The mortgaged property has not been seized, by a first impounded, or mortgaged repeatedly. If the mortgaged property is seized or impounded during the mortgage on real period, the Mortgagor shall immediately notify the Lender in writing; (IV) The Mortgagor has not concealed any overdue taxes, project payments, or rental payments related to the mortgaged property; (V) The Mortgagor has obtained the consent of the co-owners of the mortgaged property regarding the mortgage matters under this Contract; (iesVI) The Mortgagor agrees that when the Lender disposes of the mortgaged property through auction, sale, or debt settlement according to law, the Mortgagor shall unconditionally vacate the mortgaged property and improvements now existing or which may thereafter exist thereon absolutely owned resolve the necessary housing and ordinary living necessities for themselves and their dependents. If unable to resolve, the Mortgagor agrees to accept temporary accommodation arranged by the BORROWERLender or short-term leased housing, free from with all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed expenses incurred borne by the ORIGINATING INSTITUTION or its assignee/transferee; Mortgagor; (VII) The Mortgagor acknowledges the interest rate risk. If this Contract adopts a floating interest rate, the Mortgagor is willing to allow assume the ORIGINATING INSTITUTION or its assignee/transferee increased guarantee obligations due to inspect interest rate fluctuations with the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral mortgaged property; (sVIII) The Mortgagor hereby agrees that if the ORIGINATING INSTITUTION or its assignee/transferee finds that Borrower and the Mortgaged Property is lostLender reach an agreement to change the term, impaired or depreciated due the Mortgagor agrees to any cause whatsoever; continue to duly pay or discharge all taxesassume the guarantee obligation with the mortgaged property; (IX) During the mortgage period, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION Lender, the Mortgagor shall not donate, assign, lease, re-mortgage, license, establish residential rights, add new residential rights holders, extend the period of residential rights, or dispose of collateral in any other way. If the disposal of collateral is approved in writing by the Lender, the proceeds shall be handled in accordance with the Paragraph X of this Article. (X) If this Contract is invalid, ineffective, void, or revoked, the Mortgagor’s guarantee for the principal debt shall be converted into the debt owed by the Borrower to the Lender for the return of property and compensation for losses. The Mortgagor shall bear the mortgage obligations within the original scope of guarantee for the debt owed by the Borrower to return property and compensate for losses to the Lender. If the mortgage right is not established, registered, or revoked for reasons other than the Lender, the Mortgagor agrees to be jointly and severally liable to the Lender for the Borrower’s entire debt. The guarantee period shall be three years from the expiry of the debt repayment period of the Borrower. (XI) There are no other circumstances that affect the Lxxxxx’s realization of the mortgage right on the mortgaged property. III. Scope of mortgage (I) The scope of the mortgage includes all debts that the Borrower shall bear under this Contract, including, but not limited to, all loan principal, interests (including normal interest, overdue interest, compound interest, and penalty interest, etc.), liquidated damages, damages, and all expenses incurred by the Lender to realize its assigneeclaims (including, but not limited to, litigation costs, arbitration fees, lawyer fees, preservation fees, notary fees, delivery fees, announcement fees, evaluation fees, appraisal fees, inquiry fees, case investigation fees, survey fees, translation fees, late fees, auction fees, auction assistance fees, execution fees, travel expenses, property management fees, and collateral disposal fees, custody fees, transfer fees, etc.). (II) The effectiveness of the mortgage right shall extend to the principal property, subordinate property, principal rights, ancillary rights, attached objects, processed objects, and fruits of the mortgaged property. (III) The mortgage under this Contract shall not be affected by any other guarantees provided by third parties other than the Borrower and the Mortgagor to the Lender, i.e., regardless of whether the Lender has other guarantees for the claims under this Contract (including, but not limited to, guarantees, mortgages, pledges, letters of guarantee, standby letters of credit, performance bonds, etc.), the Lender shall be entitled to directly request the Mortgagor to assume the guarantee obligations with the mortgaged property within its guarantee scope, and the guarantee obligations shall not be subject to any order of priority. If the Lender has already chosen a certain guarantee method/transfereeGuarantor/collateral to realize the claims, nor commit the Lender can also simultaneously claim through other guarantee methods/Guarantor/collateral to realize all or part of the claims. At the same time, the Borrower waives all defenses against the Lender’s aforementioned choices. (IV) The Guarantors voluntarily and agree to assume the guarantee obligations for the claims according to the agreed guarantee method, scope, and amount under this Contract. In case of multiple Guarantors under this Contract, the joint signatures of the Guarantor shall not constitute joint and several guarantees, and each shall bear independent guarantee obligations. IV. Custody of mortgaged property (I) The Mortgagor shall be responsible for the custody, use, maintenance, and preservation of the mortgaged property and shall be subject to inspection by the Lender at any time. (II) The Mortgagor shall promptly pay any taxes, management fees, repair costs, utility bills, etc., collected by relevant departments for the mortgaged property. Otherwise, the Mortgagor shall compensate the Lender for any losses caused by failure to perform the aforementioned matters. V. Insurance for the mortgaged property (I) If the Mortgagor arranges insurance for the mortgaged property, the Mortgagor shall arrange sufficient insurance for the mortgaged property in the type specified by the Lender and designate the Lender as the first beneficiary of the insurance. The insurance period shall be at least one month longer than the loan period as stipulated herein. After the insurance procedures are completed, the original policy shall be handed over to the Lender for safekeeping. If the insured period expires and the guaranteed debt is not fully repaid, the Mortgagor shall extend the insurance period accordingly. Otherwise, the Lender shall be entitled to act which may impair as the first beneficiary to handle the renewal procedures, and the insurance premiums shall be borne by the Mortgagor. If the collateral is insured but the Lender is not endorsed as the payee of priority for compensation, the Guarantors must endorse or change the payee of priority for compensation to the Lender. (II) During the mortgage period, the Mortgagor shall not interrupt or revoke the insurance for any reason. In case of interruption or revocation of the insurance, the Lender shall be entitled to handle the insurance procedures on behalf of the Mortgagor. All expenses and interest shall be borne by the Mortgagor, and the Lender shall be entitled to recover from the Mortgagor and directly or indirectlydeduct the aforementioned expenses from the Mortgagor’s account. (III) The insurance policy shall specifically stipulate that in the event of an insurance accident, the insurance proceeds shall be directly transferred to the account designated by the Lender. During the existence of the mortgage right, if the value of the said mortgaged property decreases due to the actions of a third party, the damages shall also be deposited into the account designated by the Lender. Insurance proceeds, damages, etc., shall be handled in accordance with the terms of this Contract. The portion of the mortgaged property; and, ’s value that has not decreased shall continue to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations serve as security for the first twentydebt. VI. Disposal of mortgaged property (I) Without the written consent of the Lender, the Mortgagor shall not unilaterally change the status quo of the mortgaged property or dispose of the mortgaged property by renting, assigning, exchanging, realizing, re-four mortgaging, gifting, relocating, offsetting debts, trusteeship, forming joint ventures in physical form, investing in shares, or in any other way. With the written consent of the Lender, the proceeds from the assignment, lease, or sale of the mortgaged property by the Mortgagor shall be handled in accordance with the terms of this Contract. (24II) months from take-out date and (in During the 25th checkmortgage period, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event if the mortgaged property is solddamaged, disposed of destroyed, requisitioned, expropriated, or otherwise transferred in whole or in part by the BORROWERdemolished, the BORROWER Mortgagor shall not be released from his liability but promptly notify the Lender in writing. The Mortgagor shall handle any insurance proceeds, compensation, or indemnity obtained thereby in accordance with the terms of this Contract. (III) During the existence of the mortgage right, if the value of the mortgaged property decreases, the Mortgagor shall restore the value of the mortgaged property or provide the Lender with approved guarantees. If the Mortgagor refuses to restore or provide guarantees, the Lender shall be liable jointly entitled to declare the early maturity of the debt under this Contract, and severally request the Borrower to fulfill the debt, or exercise the mortgage right in advance. (IV) The Mortgagor agrees that the Lender shall be entitled to adopt any of the following one or more methods to deal with the transferee unless expressly released therefrom in writing under existing policy proceeds from the sale of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case , insurance proceeds, damage compensation, and indemnity, etc., obtained by the BORROWER Mortgagor or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amendedLender: 1. the auction sale shall take place in the city Repayment or capital early repayment of the province where any principal and interest of the mortgage-backed debt, liquidated damages, damages, and related expenses that the Borrower shall pay to the Lender; 2. Conversion into fixed-term deposits, with the deposit certificates used as a pledge; 3. By agreement between the Mortgagor and the Lender, depositing with a third party designated by the Lender; 4. With the consent of the Lender, used for repairing the mortgaged property to restore its value; 5. Other legal and effective processing methods. VII. Realization of mortgage rights (I) The Lender shall be entitled to dispose of the mortgaged property is locatedthrough negotiated discount, sale, auction, or any method permitted by law, and to be repaid with the proceeds in priority under any of the following circumstances: 1. If the Borrower fails to repay the loan principal and interest on time or breaches the terms of this Contract; 2. effective upon During the breach performance of any condition of this Contract, if the loanBorrower dies, is missing, or loses civil capacity, and its heirs, legatees, guardians, or property trustees refuse to continue performing this Contract; 3. If The Borrower transfers assets, withdraws funds to evade debts, or deteriorates in operation or financial position, is unable to repay the ORIGINATING INSTITUTION matured debts, or becomes involved in or is about to become involved in major litigation, arbitration proceedings, or other legal disputes that may affect their solvency; 4. If the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of Lender recalls the Mortgaged Property loan in advance in accordance with the provisions of Act Nolaws and regulations or this Contract; 5. 3135 as amended; and,If the Borrower or the Mortgagor breaches the terms of this Contract or laws and regulations, which may affect the realization of the Lender’s claims; 6. Any other circumstances that may affect or may affect the realization of the Lender’s claims. (II) The Lender shall allocate the proceeds obtained from the disposal of the mortgaged property in accordance with the following order: 1. Payment of relevant expenses for disposing of the mortgaged property; 2. Repayment of liquidated damages and compensation that the Borrower and the Mortgagor shall pay to the Lender and all expenses required by the Lender to realize the claims (including, but not limited to, attorney fees, etc.); 3. pending such dispositionRepayment of interest (including penalty interest, compound interest, etc.) owed by the Borrower to perform all other acts of administration and management in the manner most advantageous to and for the best interest Lender; 4. Repayment of the ORIGINATING INSTITUTION or loan principal owed by the NHMFC or its assignee/transfereeBorrower to the Lender; 5. The latter hereby reserves its right remaining proceeds after paying the aforementioned amounts shall be returned to bid at the appropriate public auctionMortgagor upon the Mortgagor’s request.

Mortgage. The BORROWER hereby secures the loan and other obligations stipulated hereinTHIS MORTGAGE (“Mortgage”) is given on <closing date> , by (the “Borrower”) to The City of Urbana, a first mortgage on real property unit of local government (ies) the “Grantor”). Borrower conditionally owes the Grantor a maximum amount of <amount> and improvements now existing or 00/100 Dollars ($<amount> ). This debt is evidenced by Xxxxxxxx’s promissory note dated the same date as this Mortgage (the “Note”), a copy of which may thereafter exist thereon absolutely owned by the BORROWERis attached hereto as Exhibit “A”, free from all liens and encumbrances of whatever naturewhich provides for a five-year term, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Affordability Period,” commencing on <closing date>. This Mortgage secures to the Grantor: (a) all repayment of the debt evidenced by the Note, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums advanced by the Grantor pursuant to paragraph 7 of this Mortgage to protect the security of this Mortgage; and (c) the performance of Borrower’s covenants and agreements under this Mortgage, Indirect Homebuyer Assistance Land-Use Regulatory Agreement between Borrower and Grantor dated the date hereof (the “Land Use Restriction Agreement”) and the Note. For these purposes, Borrower hereby mortgages, grants and conveys to the Grantor, its successors and assigns, the real property described on Exhibit “B”, attached hereto and incorporated by reference herein, located in the County of Champaign, State of Illinois, together with (a) all the improvements now or hereafter erected on the property and all easements, rights and appurtenances thereto; (b) all leases and licenses with respect to the property; (c) all rents, royalties and profits thereof; and (d) all fixtures and equipment now or hereafter in or on the property. All replacements and additions shall also be covered by this Mortgage. The real property referenced in Exhibit B and all of the other property subject to this mortgage is hereinafter referred to collectively in this Mortgage as the “Property”. Borrower covenants that Xxxxxxxx is the lawful owner of the Property conveyed by this Mortgage and has the full right and power to mortgage, grant and convey the Property and that the Property is unencumbered, except for the encumbrances of record described in Exhibit “C” irrespective of numberhereto acceptable to the Grantor (the “Permitted Encumbrances”). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION Borrower warrants and subsequently will defend generally the NHMFC or its assignee/ transferee. The BORROWER further agrees title to the Property against all claims and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integritydemands, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due subject to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit Permitted Encumbrances. Borrower covenants to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, Grantor as amendedfollows: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. The BORROWER hereby secures In consideration of the loan agreement of the Mortgagee to make available the Loan to the Borrowers and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by in further consideration of the BORROWER, free from all liens and encumbrances agreement of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. Mortgagee to maintain the integrity, quality Loan available to the Borrowers throughout the Security Period pursuant and sufficiency subject to the terms and conditions of the Mortgaged Property at a level acceptable Loan Agreement and in order to or directed secure the prompt, full and complete payment to the Mortgagee of the Secured Indebtedness by the ORIGINATING INSTITUTION Borrowers and to secure the performance and observance of and compliance with all the covenants terms and conditions in this Mortgage and in the Loan Agreement by the Owner, the Owner has granted, conveyed, mortgaged, pledged, set over and confirmed and does by these presents grant, convey, mortgage, pledge, set over and confirm unto the Mortgagee, its successors and assigns, the whole of the Vessel, together with any interest therein and her engines, machinery, boats, tackle, outfit derricks, tools, drillers, cranes, rigging, anchors, drill stem, drilling equipment, pumps and pumping equipment, boat, blow-out preventers, mud systems, tubing casing spare gear, fuel, consumable or other stores, belonging and appurtenances whether on board or ashore and whether now owned or hereafter acquired and also any and all additions, improvements and replacements. TO HAVE AND TO HOLD the same unto the Mortgagee, its assignee/transferee; successors and assigns, forever, upon the terms herein set forth, for the enforcement of the payment of the Secured Indebtedness by the Borrowers to allow the ORIGINATING INSTITUTION Mortgagee under the Loan Agreement and to secure the performance and observance of and compliance with the covenants, terms and conditions in this Mortgage and in the Loan Agreement contained and supplemental thereto, express or its assignee/transferee to inspect implied. PROVIDED ONLY, and the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) of these presents is such, that if the ORIGINATING INSTITUTION Owner, its successors or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly assigns shall pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit cause to be paid to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber Mortgagee the Mortgaged Property without Secured Indebtedness under the prior written consent of Loan Agreement as and when the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER same shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately become due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions terms of Act No. 3135 as amended; and, 3. pending such dispositionthis Mortgage, to perform the Loan Agreement and all other acts of administration such sums as may hereafter become owing and management payable to the Mortgagee or its successors or assigns and secured by this Mortgage in accordance with the manner most advantageous terms hereof, and shall perform, observe and comply with the covenants, terms and conditions in this Mortgage, the Loan Agreement contained, expressed or implied to be performed, observed or complied with by and for on the best interest part of the ORIGINATING INSTITUTION or Owner, then these presents and the NHMFC or its assignee/transferee. The latter hereby reserves its right rights hereunder shall cease, determine and be void; otherwise to bid at the appropriate public auctionbe and remain in full force and effect.

Mortgage. The BORROWER hereby secures In order to secure the loan full and prompt payment and performance when due of the Secured Obligations (as hereinafter defined), Xxxxxxxxx does by these presents specifically mortgage, convey and hypothecate and grant a first-priority security interest (subject to the Permitted Title Exceptions as defined below) unto and in favor of Mortgagee, with power of sale, any and all of Mortgagor’s present and future rights, title and interest in and to the following described property (collectively, the “Premises”): (a) all those certain tracts, pieces or parcels of land (and any easements, rights of way or other obligations stipulated hereinrights or interests in land) owned by Mortgagor and located in the Counties of the State of Illinois identified on Exhibit A hereto and made a part hereof, including, without limitation, those parcels specifically described on Exhibit A (the “Land” ); (b) the leasehold and easement estates (collectively, the “Leaseholds”) created by and under those certain leases and grants of easement identified on Exhibit B hereto and made a first mortgage on part hereof (collectively, the “Leasehold Leases”) by which the lessors and grantors therein have leased, let and demised or granted to Mortgagor Leaseholds in that certain real property located in the Counties of the State of Illinois as described on Exhibit B hereto and made a part hereof (ies) the “Leased Property”), together with any after-acquired estate of Mortgagor in the Leased Property and improvements any option to purchase the Leased Property now or hereafter existing in favor of Mortgagor (the Land, the Leaseholds and the Leasehold Leases and any such after acquired estate or which may thereafter exist thereon absolutely owned by option in the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (Leased Property are hereinafter referred to collectively as the “Mortgaged Real Property” ”); (c) all buildings, structures and improvements of every nature whatsoever now or hereafter situated on, under or above the Real Property and all fixtures now or hereafter attached thereto, including all telecommunications and radio transmitting and receiving equipment, antennas, microwave communication equipment, machinery, satellite dishes, poles, posts, towers, cross-arms, conduits, ducts, lines (whether overhead or underground or otherwise), wires, cables, exchanges, switches, including, without limitation, host switches and remote switches, desks, testboards, frames, racks, motors, generators, batteries, central office equipment, pay stations, protectors, subscriber equipment, instruments, connectors, connections and appliances (collectively, the “Improvements”); (d) all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water rights, minerals, crops, timber and other emblements now or hereafter located on the Real Property or under or above the same or any part or parcel (e) any and all leases, rental agreements and arrangements of any sort now or hereafter affecting the Property or any portion thereof and including any and all extensions, renewals and modifications thereof (the “Leases”) and guaranties of the performance or obligations of any tenants or lessees thereunder (the “Tenants”), providing for or resulting in the payment of money to Mortgagor for the use of the Property or any portion thereof, whether the user enjoys the Property or any portion thereof as xxxx nt for years, invitee, licensee, tenant at sufferance or otherwise, and irrespective of number). BORROWER is making this first mortgage whether such leases, rental agreements and arrangements be oral or written, together with all income, rents, issues, profits and revenues from the Leases (including all tenant security deposits and all other tenant deposits, whether held by Mortgagor or in favor of ORIGINATING INSTITUTION a trust account, and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees all other deposits and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due escrow funds relating to any cause whatsoever; to duly pay or discharge all taxes, assessmentsLeases), and charges on all the Mortgaged Property estate, right, title, interest, property, possession, claim and submit demand whatsoever at law, as well as in equity, of Mortgagor of, in and to the ORIGINATING INSTITUTION or its assignee/transferee proof same; provided, however, that although this Mortgage contains (and it is hereby agreed that this Mortgage contains) a present, current, unconditional and absolute assignment of all of said income, rents, issues, profits and revenues, Mortgagor and Mortgagee have agreed that so long as there shall exist no Default (as hereinafter defined) Mortgagor shall have a revocable license to collect routine rental payments and revenues which do not relate to periods more than one month after collection, it being agreed that Mortgagee shall be entitled at all times to possession of all other income, rents, issues, profits and revenues (including deposits), and it being further agreed that upon the occurrence of a Default hereunder such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property license shall be automatically revoked without the prior written consent necessity of further action by Mortgagee; (f) any and all awards, payments, proceeds and the ORIGINATING INSITUTION right to receive the same, either before or its assignee/transfereeafter any foreclosure hereunder, nor commit as a result of any act which may impair directly temporary or indirectlypermanent injury or damage to, taking of or decrease in the value of the said mortgaged property; andProperty by reason of casualty, to issue twenty-five condemnation or otherwise; (25g) post-dated checks (PDCs) in favor all claims and causes of NHMFC to cover the monthly amortizations for the first twenty-four (24) months action arising from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses related to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and all cash (or evidences of cash or of rights to cash) or other property is locatedor rights thereto relating to such claims or causes of action; 2. effective upon the breach (h) all other real property of every kind, nature and description, and wheresoever located, now owned or leased or hereafter acquired or leased by Mortgagor; and (i) all extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionforegoing.

Mortgage. The BORROWER Mortgagor, as continuing security for the payment, discharge and performance of all the Secured Liabilities at any time owed or due to the Beneficiaries (or any of them), as sole legal and beneficial owner hereby secures the loan assigns and other obligations stipulated herein, transfers absolutely (by a way of first mortgage on real property (iesfixed equitable mortgage) and improvements now existing or which may thereafter exist thereon absolutely owned agrees to mortgage and charge (by the BORROWER, free from all liens and encumbrances way of whatever nature, and which property is more particularly described herein and/or first fixed charge) in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency favour of the Mortgaged Property at a level acceptable to Collateral Agent (as agent and trustee for the Beneficiaries): (a) all Shares held now or directed in the future by the ORIGINATING INSTITUTION or it and/or any nominee on its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged propertybehalf; and, (b) all Share Rights accruing to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is locatedShares held now or in the future by it and/or any nominee on its behalf, PROVIDED THAT: (i) so long as no Enforcement Event shall have occurred and be continuing, all dividends and other distributions paid or payable in respect of the Security Shares may be paid directly to the Mortgagor free from the security created under this Clause 3.1 (Mortgage) (in which case the Collateral Agent or its nominee shall promptly execute any necessary dividend mandate) and, if paid directly to the Collateral Agent, shall be paid promptly by it to the Mortgagor; 2. effective (ii) upon the breach occurrence and during the continuance of an Enforcement Event: (A) all rights of the Mortgagor to receive the dividends, principal, interest payments and other distributions paid or payable in respect of the Security Shares (notwithstanding that they may have accrued in respect of an earlier period) which the Mortgagor would otherwise be authorized to receive and retain pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to receive and when and if received by the Collateral Agent (or its nominee), shall form part of the Security Shares and be held by the Collateral Agent (as agent and trustee for the Beneficiaries) on the terms of this Share Mortgage Agreement as additional security; and (B) all dividends, principal, interest payments and other distributions paid or payable in respect of the Security Shares (notwithstanding that they may have accrued in respect of an earlier period) which are received by the Mortgagor (or any nominee of that Mortgagor) contrary to paragraph (A) above, shall be held on trust by the relevant recipient for the benefit of the Collateral Agent and shall forthwith be paid and transferred to the Collateral Agent in the same form so received to form part of the Security Shares and held by the Collateral Agent (as agent and trustee for the Beneficiaries) on the terms of this Share Mortgage Agreement as additional security; (iii) subject to paragraph (iv) below, so long as no Enforcement Event shall have occurred and be continuing, any and all voting and other consensual rights attaching to the relevant Security Shares may be exercised by the Mortgagor provided such exercise is not in violation of the terms of any condition Finance Documents; (iv) upon the occurrence of and during the continuance of an Enforcement Event: (A) any voting and other consensual rights; or (B) any other powers or rights under the terms of such Security Shares, which the Mortgagor would otherwise be entitled to exercise pursuant hereto shall, upon written notice from the Collateral Agent to the Mortgagor, cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other rights under the terms of such Security Shares. (v) in order to permit the Collateral Agent to exercise the rights which it may be entitled to exercise and to receive all dividends and other distributions which it may be entitled to receive under this Clause 3.1 (Mortgage): (A) the Mortgagor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may from time to time reasonably request; (B) without limiting the effect of paragraph (iv)(A) above, the Mortgagor irrevocably appoints the Collateral Agent as the Mortgagor's proxy to exercise all voting and other consensual rights under the terms of the loanSecurity Shares which proxy shall be effective automatically and without the necessity of any action by any other person, upon the occurrence of an Event of Enforcement and which proxy shall only terminate upon the payment in full of the Secured Liabilities, the ORIGINATING INSTITUTION cure of such Event of Enforcement or waiver thereof as evidenced in writing by the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionCollateral Agent.

Mortgage. The BORROWER hereby secures Landlord shall have the right to place trust deeds or mortgages against the Leased Premises as security for a loan and other obligations stipulated herein, obtained or to be obtained by a first mortgage on real property (ies) and improvements now Landlord. Tenant agrees to execute such documents as may be reasonably required by the lending agency making any such existing or which may thereafter exist thereon absolutely owned subsequent loans, including attornment agreements, subordination agreements and estoppel certificates, if requested; provided that if a mortgage or trust deed is to be placed on the Leased Premises, the Landlord and lender shall execute a subordination and non-disturbance agreement in a form consistent with the terms of this Lease and reasonably acceptable to Tenant. If Landlord's interest in the Leased Premises is sold or conveyed upon the exercise of any remedy provided for in any Underlying Mortgages, or otherwise by the BORROWERoperation of law, free from all liens then, so long as Tenant is not in default hereunder; (a) this Lease (and encumbrances of whatever natureany amendments, modifications and extensions thereof) will not be affected in any way, and which property is more particularly described herein and/or Tenant will attorn and recognize the new owner as Tenant's landlord under this Lease and Tenant will confirm such attornment in a supplementary page list appended hereto, writing within ten (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee10) days after request; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurredb) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER new owner shall not be released from his liability but (i) liable for any act or omission of Landlord under this Lease occurring prior to such sale or conveyance; or (ii) subject to any defense or offset, abatement or reduction of rent because of any default of Landlord under this Lease occurring prior to such sale or conveyance; (iii) .liable to Tenant for any rent paid more than one (1) month in advance; or (iv) bound by any amendment or modification of this Lease made without the lender's consent. This Lease is subject and subordinate to all mortgages, trust deeds, ground Leases or other encumbrances which may now or hereafter may affect the Leased Premises (the "Underlying Mortgages") and to all renewals, modifications, consolidations, replacements and extensions of any such Underlying Mortgages provided that the holder of such Underlying Mortgage and Tenant shall be liable jointly execute a subordination and severally non-disturbance agreement in a form consistent with the transferee unless expressly released therefrom in writing under existing policy terms of the ORIGINATING INSTITUTION, the NHMFC or its transferee this Lease and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses reasonably acceptable to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition Tenant prior to the remedies it may have by law or under this Agreement, declare all amortizations on date such Underlying Mortgage is recorded as a lien against the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionLeased Premises.

Mortgage. 10.1 The BORROWER Allottee(s) hereby secures agrees and consents that no lien or encumbrance shall arise against the loan Said Independent Floor as a result of this Agreement or any money deposited hereunder by the Allottee(s). The Allottee(s) further agree that the provisions of this Agreement are and shall continue to be subject and subordinate to the lien of any mortgage hereto before or hereinafter made/created by the Company and such mortgage(s) or encumbrances shall not constitute an objection to the title of the Said Independent Flooror excuse the Allottee(s) for payment of the Total Price of the Said Independent Floor or performing its other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing hereunder or which may thereafter exist thereon absolutely owned by to the BORROWER, free from all liens and encumbrances basis of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as any claim against or liability of Company provided that at the “Mortgaged Property” irrespective time of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency execution of the Mortgaged Property at a level acceptable to or directed by Deed the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lostSaid Independent Floor shall be free and clear from encumbrances, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, lien and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged propertywhatsoever. In case the BORROWER or hisAllottee(s) have opted for long term payment plan with any financial institutions/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulatedbanks, the ORIGINATING INSTITUTION, NHMFC or its assigneeconveyance of the Said Independent Floor in favor of the Allottee(s) shall be executed only on receiving no objection certificate by the Company from such financial institutions/transferee may, in addition to banks. 10.2 The Company shall have the remedies it may have by law or under this Agreement, declare all amortizations first charge/lien on the loan immediately due Said Independent Floor for the recovery of Total Price, Additional Charges and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts Deposits as may be necessary demanded by the Company from time to dispose time. Further, in the event of the Mortgaged Property in accordance with Allottee(s) failure to pay Total Price, Additional Charges and Deposits, the provisions Company will be entitled to enforce the charge/lien by selling the Said Independent Floor to recover and receive the outstanding dues out of Act No. 3135 as amended; and,the sale proceeds thereof. 3. pending 10.3 The Allottee(s) may obtain finance from any financial institution/bank or any other source but the Allottee(s) obligation to purchase the Said Independent Floor pursuant to this Agreement shall not be contingent on the Allottee(s) ability or competency to obtain such disposition, financing and the Allottee(s) will remain bound under this Agreement whether or not the Allottee(s) have been able to perform all other acts of administration and management in the manner most advantageous to and obtain financing for the best interest purchase of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionSaid Independent Floor.

Mortgage. The BORROWER Tenant and every successor and assign of Tenant is hereby secures given the loan right by Landlord in addition to any other rights herein granted, without Landlord's prior written consent, but only with prior written notice to Landlord, to mortgage Tenant's interests in this Lease, or any part or parts thereof, under one or more leasehold Mortgage(s), and other obligations stipulated to assign this Lease, or any part or parts thereof, and any subleases, or parts thereof, as collateral security for such Mortgage(s), upon the condition that all rights acquired under such Mortgage(s) shall be subject to each and every one of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the right given so to mortgage such interest in this Lease, except as expressly provided herein. Notwithstanding the foregoing, Tenant is prohibited from mortgaging the leasehold solely for the purposes of effecting a first transfer of its leasehold interest to a third party in any transaction that does not involve a contemporaneous exchange of equivalent value determined on independent, arm's length basis. If Tenant and/or Tenant's successors and assigns shall mortgage on real property (iesthis leasehold or any part or parts thereof, and if the holder(s) of such Mortgage(s) shall send to Landlord written notice of such Mortgage(s) specifying the name and address of the Mortgagee(s) and improvements now existing the pertinent recording data with respect to such Mortgage(s), Landlord agrees that so long as any such leasehold Mortgage(s) shall remain unsatisfied of record or which may thereafter exist thereon absolutely owned until written notice of satisfaction is given by the BORROWERholder(s) to Landlord, free from all liens the following provisions shall apply. (a) There shall be no cancellation, surrender or material modification of this Lease by joint action of Landlord and encumbrances Tenant without at least ten (10) days advance written notice to the leasehold Mortgagee given in accordance with Section XXIII below. (b) Landlord shall, upon serving Tenant with any notice of whatever naturedefault, simultaneously serve a copy of such notice upon the holder(s) of such leasehold Mortgagee(s), and which property no such notice of default to Tenant shall be effective unless and until a copy of such notice is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transfereeserved upon each such holder. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct leasehold Mortgagee(s) shall thereupon have the same property herein mortgaged. period, after service of such notice upon it, to maintain remedy or cause to be remedied the integritydefaults complained of, quality and sufficiency Landlord shall accept such performance by or at the instigation of such leasehold Mortgagee(s) as if the Mortgaged Property at same had been done by Tenant. (c) If the Landlord shall elect to terminate this Lease by reason of any default of Tenant, the leasehold Mortgagee(s) shall have the right by delivering written notice thereof to Landlord prior to the effective date of such termination, to postpone and extend the specified date for the termination of this Lease as fixed by Landlord in its notice of termination, for a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; period reasonably sufficient to allow the ORIGINATING INSTITUTION or leasehold Mortgagee to conduct a foreclosure of its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral mortgage, but in no event more than six (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (246) months from takethe date of Landlord's termination notice, provided that such leasehold Mortgagee(s) shall cure or cause to be cured any then existing monetary defaults and meanwhile pay all rent, additional rent and other monetary payments due hereunder, and comply with and perform all of the other terms, conditions and provisions of this Lease on Tenant's part to be complied with or performed, other than past non-out date monetary defaults which cannot reasonably be cured by such Mortgagee, and (provided further, that the leasehold Mortgagee(s) shall forthwith take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurredMortgage(s) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by and shall prosecute the BORROWERsame to completion with all due diligence. If, during said six (6) month period, the BORROWER leasehold Mortgagee(s) shall have promptly commenced and shall have actively engaged in steps to acquire or sell Tenant's interest herein, but shall not be released from his liability but shall be liable jointly and severally with have acquired or sold such interest at the transferee unless expressly released therefrom in writing under existing policy end of the ORIGINATING INSTITUTIONsuch period, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses time of said Mortgagee to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance comply with the provisions of Act No. 3135 this Section 16.01 shall be extended for such period as amended; and,shall be reasonably necessary to complete such steps with reasonable diligence and continuity. 3. pending (d) Landlord agrees that in the event of foreclosure by such dispositionmortgagee on this Lease by reason of any default by Tenant that Landlord will enter into a new lease of the demised premises directly with the leasehold Mortgagee(s) or its nominee(s), for the remainder of the term, effective as of the date of such termination, at the rent and additional rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to all matters of record and all rights, if any, of the parties then in possession of any part of the demised premises, provided: (i) Said Mortgagee(s) or its nominee(s) shall make written request upon Landlord for such new lease within fifteen (15) days after the date of such foreclosure and such written request is accompanied by payment to Landlord of all sums then due to Landlord under this Lease. (ii) Said Mortgagee(s) or its nominee(s) shall pay to Landlord at the time of the execution and delivery of said new lease, any and all sums which would at the time of the execution and delivery thereof, be due pursuant to this Lease but for such termination, and in addition thereto, any expenses, including reasonable attorney's fees, to which Landlord shall have been subjected by reason of such default. (iii) Said Mortgagee(s) or its nominee(s) shall perform and observe all covenants herein contained on Tenant's part to be performed and shall further remedy any other acts conditions which Tenant under the terminated lease was obligated to perform under the terms of administration and management in the manner most advantageous to and for the best interest this Lease. (iv) Landlord shall not warrant possession of the ORIGINATING INSTITUTION or demised premises to the NHMFC Tenant under the new lease. (v) Such new lease shall be expressly made subject to the rights, if any, of Tenant under the terminated lease. (vi) The Tenant under such new lease shall have the same right, title and interest in and to the buildings and improvements on the demised premises as Tenant had under the terminated lease. (vii) Nothing herein contained shall require the leasehold Mortgagee(s) or its assignee/transferee. nominee(s) to cure any default of Tenant referred to in Article XIX hereof. (viii) The latter hereby reserves proceeds from any insurance policies or arising from a condemnation are to be held by any leasehold Mortgagee(s) and distributed pursuant to the provisions of this Lease, but the leasehold Mortgagee(s) may reserve its right to bid at apply to the appropriate public auctionmortgage debt all, or any part, of Tenant's share of such proceeds pursuant to such mortgage(s).

Mortgage. The BORROWER hereby secures A Deed of Trust and Security Agreement executed by Borrower (hereinafter the loan "Mortgage") securing to Lender the repayment of the Notes and other obligations stipulated herein, by granting Lender (1) a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges priority lien on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivideProperty, leasetogether with all appurtenances thereto, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until a first priority security interest in all of Borrower's right, title, and interest in and to (i) all supplies and building materials delivered to the loan is fully paid. In site during completion of the event Project, (ii) all machinery, equipment, furniture, fixtures and furnishings owned by Borrower and located at the mortgaged property is soldProperty during construction of the Project or thereafter, disposed whether now owned or hereafter acquired, (iii) all of or otherwise transferred Borrower's attachments, accessories, parts and special tools used in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally connection with the transferee unless expressly released therefrom in writing under existing policy Improvements, (iv) all contract rights, accounts, instruments, documents, chattel paper, and general intangibles now owned or hereafter acquired by Borrower relating to the Property, (v) any other form of tangible personal property now owned or hereafter acquired by Borrower relating to the Property, and (vi) all of the ORIGINATING INSTITUTION, proceeds therefrom (the NHMFC or its transferee "Collateral"). The priority of the lien of the Mortgage as a good and successor-in-interest. In all cases this mortgage shall constitute a valid first and superior lien on the mortgaged propertyProperty shall be evidenced by a mortgagee title insurance policy (ALTA-B) issued by a title company acceptable to Lender. In case The policy shall be subject to no exception other than the BORROWER or his/her successor-in-interest fails or refuses current year's taxes and such other exceptions as Lender shall agree to pay the loan herein securedin writing, and specifically containing no exception for unfiled mechanics', materialmen's, or violates laborers liens, matters which would be disclosed by an accurate survey, exception for parties in possession, or other exceptions not acceptable to counsel for the Lender. The policy shall show no delinquent taxes or assessments affecting the Property or any term or conditions herein stipulatedpart thereof, and shall specifically insure pedestrian and vehicular avenues of ingress and egress to and from the ORIGINATING INSTITUTIONProperty and public rights-of-way satisfactory to Lender and its counsel. Such policy shall include such endorsements as Lender deems necessary and customary for this type of loan and Project, NHMFC or its assignee/transferee mayincluding, in addition to the remedies it may have by law or under this Agreementbut not limited to, declare all amortizations on the loan immediately due comprehensive, contiguity and payable and may immediately foreclose on this mortgage, judicially or extrajudiciallyaccess endorsements. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale The title policy shall take place be in the city or capital face amount of the province where any of the mortgaged property is located; 2Loan plus $250,000.00. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorneyThe above-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management mentioned security interest in the manner most advantageous Collateral shall be perfected to and for our counsel's satisfaction by the best interest signing of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionall financing statements deemed reasonably necessary by our counsel.

Mortgage. The BORROWER hereby secures Tenant agrees that its interest under this Lease shall be subordinate to any present or future mortgage, deed of trust or similar encumbrance placed upon the loan Leased Premises; and other obligations stipulated hereinthat Tenant will subordinate its rights under this Lease to the lien thereof and to all advances made or hereafter to be made upon the security thereof, and, that within ten (10) days of a request by Landlord from time to time, Tenant shall execute and deliver to Landlord a first mortgage on real property (ies) subordination, non-disturbance and improvements now existing attornment agreement in the form reasonably required by Landlord or which may thereafter exist thereon absolutely owned Landlord's mortgagee; PROVIDED, HOWEVER, if requested by Tenant, as a condition of any subordination requested by the BORROWERholder of a mortgage executed after the date hereof, free from all liens and encumbrances the holder of whatever natureany such mortgage, Tenant, and Landlord shall enter into an SNDA recognizing Tenant's rights under this Lease. All instruments and agreements to be executed under this Section shall be in form reasonably acceptable to the parties. Notwithstanding the foregoing, a lender holding a mortgage encumbering the property of which property the Leased Premises is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as part or the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property purchaser at a level acceptable foreclosure sale shall have the right and option to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property make this Lease superior. . If in connection with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations Landlord obtaining financing for the first twenty-four (24) months property of which the Leased Premises is a part, from take-out date and (time to time, such lender shall request reasonable modifications in the 25th checkthis Lease as a condition of providing Landlord such financing, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER then Tenant shall not be released from his liability but unreasonably withhold, delay, or defer its consent; provided, that such modifications do not increase the obligations of Tenant hereunder or materially affect the leasehold interest created hereby or increase the Base Rent or additional rent due hereunder. No amendment or modification of this Lease occurring after the date of any mortgage shall be liable jointly and severally with the transferee binding on any Landlord's mortgagee unless such amendment or modification is expressly released therefrom approved in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionmortgagee.

Mortgage. The BORROWER hereby secures Landlord shall have the right to place trust deeds or mortgages against the Lease Premises as security for a loan and other obligations stipulated herein, obtained or to be obtained by a first mortgage on real property (ies) and improvements now Landlord. Tenant agrees to execute such documents as may be reasonably required by the lending agency making any such existing or which may thereafter exist thereon absolutely owned subsequent loans, including attornment agreements, subordination agreements and estoppel certificates, if requested; provided that if a mortgage or trust deed is to be placed on the Leased Premises, the Landlord and lender shall execute a subordination and non-disturbance agreement in a form consistent with the terms of this Lease and reasonably acceptable to Tenant. If Landlord's interest in the Leased Premises is sold or conveyed upon the exercise of any remedy provided for in any Underlying Mortgages, or otherwise by the BORROWERoperation of law, free from all liens then, so long as Tenant is not in default hereunder: (a) this Lease (and encumbrances of whatever natureany amendments, modifications and extensions thereof) will not be affected in any way, and which property is more particularly described herein and/or Tenant will attorn and recognize the new owner as Tenant's landlord under this Lease and Tenant will confirm such attornment in a supplementary page list appended hereto, writing within ten (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee10) days after request; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurredb) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER new owner shall not be released from his liability but (i) liable for any act or omission of Landlord under this Lease occurring prior to such sale or conveyance, or (ii) subject to any defense or offset, abatement or reduction of rent because of any default of Landlord under this Lease occurring prior to such sale or conveyance, (iii) liable to Tenant for any rent paid more than one (1) month in advance; or (iv) bound by any amendment or modification of this Lease made without the lender's request. This Lease is subject and subordinate to all mortgages, trust deeds, ground Leases or other encumbrances which may now or hereafter may affect the Leased Premises (the "Underlying Mortgages") and to all renewals, modifications, consolidations, replacements and extensions of any such Underlying Mortgages provided that the holder of such Underlying Mortgage and Tenant shall be liable jointly execute a subordination and severally non-disturbance agreement in a form consistent with the transferee unless expressly released therefrom in writing under existing policy terms of the ORIGINATING INSTITUTION, the NHMFC or its transferee this Lease and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses reasonably acceptable to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition Tenant prior to the remedies it may have by law or under this Agreement, declare all amortizations on date such Underlying Mortgage is recorded as a lien against the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionLeased Premises.

Mortgage. The BORROWER hereby secures the loan and other obligations stipulated hereinTHIS MORTGAGE (“Mortgage”) is given on , 2004 , by Urban League of Champaign County Development Corporation (the “Borrower”) to The City of Urbana, a first mortgage on real property unit of local government (ies) and improvements now existing or the “Grantor”). Borrower conditionally owes the Grantor a maximum amount of One Hundred Two Thousand Forty One Dollars ($102,041). This debt is evidenced by Xxxxxxxx’s promissory note dated the same date as this Mortgage (the “Note”), a copy of which may thereafter exist thereon absolutely owned by the BORROWERis attached hereto as Exhibit “A”, free from all liens and encumbrances of whatever naturewhich provides for a five-year term, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Affordability Period,” commencing on , 2004. This Mortgage secures to the Grantor: (a) all repayment of the debt evidenced by the Note, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums advanced by the Grantor pursuant to paragraph 7 of this Mortgage to protect the security of this Mortgage; and (c) the performance of Borrower’s covenants and agreements under this Mortgage, Affordable Rental Housing Development Regulatory Agreement between Borrower and Grantor dated the date hereof (the “Land Use Restriction Agreement”) and the Note. For these purposes, Borrower hereby mortgages, grants and conveys to the Grantor, its successors and assigns, the real property described on Exhibit “B”, attached hereto and incorporated by reference herein, located in the County of Champaign, State of Illinois, together with (a) all the improvements now or hereafter erected on the property and all easements, rights and appurtenances thereto; (b) all leases and licenses with respect to the property; (c) all rents, royalties and profits thereof; and (d) all fixtures and equipment now or hereafter in or on the property. All replacements and additions shall also be covered by this Mortgage. The real property referenced in Exhibit B and all of the other property subject to this mortgage is hereinafter referred to collectively in this Mortgage as the “Property”. Borrower covenants that Xxxxxxxx is the lawful owner of the Property conveyed by this Mortgage and has the full right and power to mortgage, grant and convey the Property and that the Property is unencumbered, except for the encumbrances of record described in Exhibit “C” irrespective of numberhereto acceptable to the Grantor (the “Permitted Encumbrances”). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION Borrower warrants and subsequently will defend generally the NHMFC or its assignee/ transferee. The BORROWER further agrees title to the Property against all claims and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integritydemands, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due subject to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit Permitted Encumbrances. Borrower covenants to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, Grantor as amendedfollows: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. The BORROWER hereby secures notices or other instruments in connection with all claims under all policies; and (iv) to assign all policies in the loan and event of the foreclosure of this Mortgage or other obligations stipulated hereintransfer of title to the Mortgaged Property. In the event of payment under any of the policies, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned the proceeds of the policies shall be paid by the BORROWERinsurer to Lender and Lender shall, free from subject to the next succeeding paragraph: (i) apply such proceeds, wholly or partially, after deducting all liens and encumbrances costs of whatever naturecollection, and which property is more particularly described herein and/or in a supplementary page list appended heretoincluding reasonable attorneys’ fees, either (hereinafter referred to as A) toward the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC alteration, reconstruction, repair or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency restoration of the Mortgaged Property at or any portion thereof; or (B) as a level acceptable payment on account of the Mortgagor’s liabilities under the Note (without affecting the amount or time of subsequent installment payments required to or directed be made by the ORIGINATING INSTITUTION Mortgagor to Lender under the Note), whether or its assignee/transfereenot then due or payable; or (ii) deliver the same to allow Mortgagor. Upon the ORIGINATING INSTITUTION occurrence of a fire or its assignee/transferee other casualty to inspect the Mortgaged Property during reasonable hours that does not constitute a Major Casualty, and notwithstanding any provision to ascertain its condition the contrary contained in this Mortgage, Mortgagor may insist upon the restoration of the improvements previously located on the Premises (the “Improvements”), provided that all proceeds for rebuilding or actual market valuerestoring the Improvements shall be deposited by the insurance carrier into an account (the “Escrow”) at a title insurance and escrow company reasonably acceptable to Lender (the “Title Company”) pursuant to an Escrow Trust Agreement between Mortgagor, and Lender, if applicable; to substitute and the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds Title Company must insure that the Mortgaged Property insurance proceeds are disbursed only as work is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit completed to the ORIGINATING INSTITUTION or its assignee/transferee proof Improvements and only after the Title Company has reviewed the condition of title to the Premises to verify that (A) the title policy issued to Lender in connection with the Loan is continued through the date of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber disbursement with certification over mechanic lien claims in the Mortgaged Property without the prior written consent amount of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, proceeds disbursed to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (B) no new exceptions to title have arisen that are asserted to be superior to the lien of this Mortgage or have not previously been approved in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paidwriting by Lender other than taxes not due and payable. In such event, and provided the event conditions of this paragraph and the mortgaged property paragraph below have been satisfied, Lender shall make the “Insurance Payment” (as that term is sold, disposed hereinafter defined) available for the cost of restoration or otherwise transferred rebuilding of Improvements. In any instance in whole or in part by which the BORROWERImprovements are being restored, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or following conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amendedwill govern: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. The BORROWER For valuable consideration, the receipt and sufficiency of which are hereby secures acknowledged and confirmed, Terremark has executed and delivered the loan Debentures and the other obligations stipulated Loan Documents (as such terms and all other capitalized terms used in this Mortgage are hereinafter defined in this Mortgage or in Rider 1, attached hereto and incorporated herein by this reference as if set out in full herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon hereby irrevocably and absolutely owned grants, transfers, assigns, mortgages, bargains, sells and conveys to Mortgagee all the following (collectively, the "Mortgaged Property"): (a) the leasehold estate created by the BORROWERNAPA Lease in and to the Leased Premises, free from all liens being a portion of the Project upon the land located in Miami-Dade County, Florida and encumbrances of whatever nature, and which property is more particularly described in EXHIBIT "A," attached hereto and incorporated herein by this reference, including, without limitation, all of Mortgagor's rights to surrender, terminate, cancel, modify, change, supplement, alter, or amend the NAPA Lease, and all of Mortgagor's options to extend and/or renew the NAPA Lease; (b) any and all other rights of Mortgagor with respect to the Leased Premises, whether pursuant to the NAPA Lease or otherwise; (c) the Improvements, and any and all appurtenances and additions thereto and any and all betterments, renewals, substitutions and replacements thereof; (d) the Equipment; (e) all right, title and interest of Mortgagor in a supplementary page list appended heretoand to all construction and other materials of every kind and nature used or installed in, on, or in connection with, or incorporated into, the Improvements from time to time, or intended to be used or installed in, on, or in connection with, or incorporated into, the Improvements from time to time, whether or not located upon the Leased Premises or any other portion of the Project; (f) all and singular the tenements, hereditaments, agreements, privileges, royalties, and rights of way and appurtenances belonging or in anywise appertaining to the Leased Premises and Improvements, including all agreements or rights granting, conveying or creating, for the benefit of the Leased Premises, any easement, right or license in any way affecting or accruing to the benefit of the Leased Premises or the Improvements (whether in gross or appurtenant, and whether for ingress and egress, drainage, utilities, parking or any other purposes), and the reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all the estate, right, title, interest, property, claim and demand whatsoever of Mortgagor, of, in and to the same and of, in and to every part and parcel thereof; (g) all right, title and interest of Mortgagor, if any, in and to the land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Leased Premises or any other portion of the Project, on, in or to the air space over the Project, or any parcel thereof, and all rights of ingress and egress with respect to the Leased Premises or any other portion of the Project; (h) all Rents and all rights (but not obligations) of Mortgagor in, to and under any and all Leases, and the rights to enforce, whether at law or in equity or by any other means, all terms, covenants and other provisions thereof and all options thereunder; (i) all rights (but not obligations) of Mortgagor in, to and under any and all Contracts; (j) all rights (but not obligations) of Mortgagor in, to and under any and all insurance policies maintained by or for the benefit of Mortgagor with respect to the Mortgaged Property, and/or the business of Mortgagor conducted in connection therewith, all premiums paid thereunder and all proceeds paid or due and payable thereunder; (k) all sums held in escrow at any time and from time to time by Mortgagee or any third party pursuant to this Mortgage and/or any other Loan Document, including, but not limited to, any account for (i) Property Taxes or Insurance premiums, (hereinafter referred ii) security deposits, Contract deposits and operating expenses, or (iii) reserves of any kind. (l) all rights (but not obligations) of Mortgagor in, to as the “Mortgaged Property” irrespective and under any and all proceeds, compensation, awards, damages and other payments (collectively, "proceeds") paid or due and payable by any Governmental Authority on account of number). BORROWER is making this first mortgage any Taking in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency respect of the Mortgaged Property Property, including interest thereon, and the right to receive the same; (m) all rights (but not obligations) of Mortgagor in, to and under all Accounts Receivable; (n) all rights (but not obligations) of Mortgagor in, to and under any and all claims and/or causes of action of any kind whatsoever arising in tort, by contract or otherwise which Mortgagor now has or may at a level acceptable any time hereafter acquire with respect to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours or any of portion of the Project, or any part thereof or interest therein, or the business of Mortgagor conducted in connection therewith; (o) all rights (but not obligations) of Mortgagor in, to ascertain its condition or actual market value; to substitute and under all contracts of sale for the Mortgaged Property with new or any other portion of the Project, or any part thereof or interest therein, and all sums paid or due and payable thereunder, including, without limitation, any and all earnest moneys and/or provide additional collateral other deposits made or due and payable thereunxxx; (p) all rights (but not obligations) of Mortgagor in, to and under all General Intangibles; (q) all rights (but not obligations) of Mortgagor in, to and under all Permits, Plans, Warranties and Reports; (r) all rights (but not obligations) of Mortgagor in, to and under all Equipment Leases; (s) if all rights (but not obligations) of Mortgagor with respect to: (i) any construction, design, architectural and engineering agreements relating to the ORIGINATING INSTITUTION Improvements or its assignee/transferee finds that any part thereof, and (ii) payment and/or performance bonds, sureties, letters of credit and similar instruments issued with respect to all or any part of the Mortgaged Property is lostLeased Premised, impaired Improvements, or depreciated due Equipment, together with any and all rights (but not obligations) of Mortgagor relating to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION foregoing and necessary or its assignee/transferee, nor commit desirable for Mortgagee to use any act which may impair directly or indirectly, the value of the said mortgaged property; andforegoing upon the occurrence of an Event of Default under any of the Loan Documents; (t) all right, title and interest of Mortgagor as "declarant," "developer," "owner" or other similar capacity in, to issue twenty-five (25) post-dated checks (PDCs) and under any declaration of covenants, restrictions and easements and any other homeowners' or property owners' documents filed in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed respect of or otherwise transferred in whole affecting the Leased Premises or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy any other portion of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is locatedProject; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. The BORROWER (a) Lessor and Lessee intend that the Lessee shall treat this Lease, for accounting purposes, as an operating lease and as a financing for tax purposes. If, however, a court of competent jurisdiction determines that the transaction represented by this Lease and the other Operative Documents will be treated as a financing transaction, then in such event it is the intention of the parties hereto (i) that this Lease be treated as a mortgage and security agreement or other similar instrument (the "CONSTRUCTIVE MORTGAGE") from Lessee, as grantor, to Lessor, as grantee ("MORTGAGEE") for the benefit of Lessor and the Holders, encumbering the Property and securing the B-Notes and Lessor Investment in the aggregate and that the Lessee, as grantor, hereby secures (A) grants, bargains and sells to the loan Mortgagee for the benefit of the Lessor and other obligations stipulated hereinthe Holders, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever naturePremises, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage Constructive Mortgage shall constitute a first and superior lien paramount Lien on the mortgaged property. In case Premises, and (B) grants a security interest to Lessor in the BORROWER Premises for the benefit of the Holders, (ii) that Lessor for the benefit of itself and of the Holders shall have, as a result of such determination, all of the rights, powers and remedies of a mortgagee and/or secured party available under Applicable Law to take possession of and sell (whether by foreclosure, power of sale or his/her successor-in-interest fails or refuses otherwise) the Premises, (iii) that the effective date of the Constructive Mortgage shall be the effective date of this Lease, (iv) that the recording of an instrument referencing this provision shall be deemed to pay be the loan herein securedrecording of the Constructive Mortgage, or violates any term or conditions herein stipulated(v) that the obligations secured by the Constructive Mortgage shall be the secured obligations; provided, however, that the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition maximum amount secured by such Constructive Mortgage shall be equal to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital principal amount of the province where B-Notes issued with respect to the Property plus accrued and unpaid interest and any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution costs and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amendedexpenses reimbursable by Lessee pursuant hereto; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.

Mortgage. The BORROWER hereby secures Landlord shall have the loan right to place and record Underlying Mortgages against the Leased Premises as security for loans or other obligations stipulated herein, consideration obtained or to be obtained by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever natureLandlord, and which property is more particularly described herein and/or Tenant agrees to execute such documents as may be reasonably required by any Mortgagee, including commercially reasonable attornment agreements and subordination agreements in a supplementary page list appended heretoform consistent with the terms of this Lease (each an “SNDA”), (hereinafter referred and Landlord and Tenant hereby approve the form of SNDA attached hereto as Exhibit D. This Lease is subject and subordinate to as the “Mortgaged Property” irrespective all Underlying Mortgages, and to all renewals, modifications, consolidations, replacements and extensions of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: any such Underlying Mortgages provided that the loan proceeds were utilized to acquire/construct holder of such Underlying Mortgage, Tenant and Landlord shall execute an SNDA consistent with the same property herein mortgagedterms of this Lease as required by such Underlying Mortgages. to maintain If Landlord’s interest in the integrityLeased Premises is sold or conveyed upon the exercise of any remedy provided for in any Underlying Mortgage, quality or otherwise by operation of law, then, so long as Tenant is not in default hereunder: (a) this Lease (and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (sany amendments, modifications and extensions thereof) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to will not be affected in any cause whatsoever; to duly pay or discharge all taxes, assessmentsway, and charges on Tenant will attorn and recognize the Mortgaged Property new owner as Tenant’s landlord under this Lease and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of Tenant will confirm such paymentattornment in writing within ten (10) days after request; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurredb) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER new owner shall not be released from his liability but shall be (i) liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy for any act or omission of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or Landlord under this AgreementLease occurring prior to such sale or conveyance; or (ii) subject to any defense or offset, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially abatement or extrajudicially. In case reduction of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach Rent because of any condition default of Landlord under this Lease occurring prior to such sale or conveyance; (iii) liable to Tenant for any Rent paid more than one (1) month in advance; or (iv) bound by any amendment or modification of this Lease made without the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWERMortgagee’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionconsent.

Mortgage. (a) The BORROWER hereby secures Mortgage (i) is enforceable against the loan and other obligations stipulated hereinmortgagor named therein in accordance with its terms, by a first mortgage on real property (iesii) and improvements now existing or which may thereafter exist thereon absolutely owned is in proper form under applicable laws of the State to be accepted for recording by the BORROWER, free from all liens County Recorder identified in Schedule A attached hereto and encumbrances of whatever nature, (iii) creates and which property is more particularly described herein and/or in constitutes (A) a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first valid mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: lien on that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency portion of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral that constitutes real property (s"Real Property") if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (B) a valid security interest in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property (as defined in accordance with the Mortgage) (the "UCC Property") as is subject to the provisions of Act No. 3135 Article 9 of the Uniform Commercial Code as amended; and, 3. pending such disposition, to perform all other acts of administration and management in effect in the manner most advantageous to and for State of Minnesota (the best interest "UCC"). (b) The recording of the ORIGINATING INSTITUTION Mortgage with the County Recorder identified in Schedule A attached hereto is the only filing or recording necessary to give constructive notice of the NHMFC lien created by the Mortgage to subsequent purchasers and mortgagees of the Real Property. No other recordings, filings, re-recordings or its assignee/transfereerefilings other than those identified in Schedule A are necessary in order to maintain the validity or priority of the lien created by the Mortgage. (c) Assuming that the Mortgage has been properly filed with the office identified in Schedule A attached hereto, as a fixture filing, the security interest, lien or pledge created by the Mortgage in that portion of the Mortgaged Property which constitutes fixtures and is subject to the provisions of Article 9 of the UCC (the "Fixtures") is duly perfected, without the filing of any separate UCC-1 financing statement. The latter hereby reserves its right Mortgage adequately identifies such Mortgaged Property described therein to bid at provide sufficient notice to third parties of the appropriate public auctionsecurity interest referenced therein. (d) The priority of the mortgage lien on the Real Property created by the Mortgage with respect to any obligatory extension of credit or other obligatory advance (each, a "Future Advance") secured thereby made or deemed to have been made after the date of recording of the Mortgage will be the same XXXXXX & XXXXXXX LLP [LOGO] XXXXXX as the priority of the Mortgage applicable on such date of recording, if the correct amount of mortgage registry tax has been timely paid on such Future Advance, and such priority will not be affected by the rights in and to the Real Property of any third party whose interest in the Real Property attached thereto after the date of such recording but prior to the date of such Future Advance.

Mortgage. The BORROWER hereby secures Lessee may mortgage its interest in this Lease by any means without the loan consent of the Lessor. The Lessor confirms that any Mortgagee may enforce its security to the fullest extent and other obligations stipulated hereinacquire the Lessee’s leasehold interest in any lawful way and, by its representative or a first receiver, as the case may be, and subject to Section 18.2, take possession of and manage the Land and transfer, assign, or sublease the leasehold interest in the Land without prior notice to the Lessor and without the necessity of obtaining any consent from the Lessor. Notwithstanding anything else in this Lease, any mortgage will be subject to the following conditions: if the Mortgagee takes possession of the Land or acquires the Lessee’s equity of redemption then the Mortgagee will perform and observe all the Lessee’s covenants and agreements under the Lease while in possession of the Land and until the Lease is transferred or assigned as provided in Section 18.2(b) or (c); if the Lease is registered in the Land Titles Office, the Mortgagee of the Lease will cause any transferee or assignee of the leasehold interest to agree in writing to assume, perform and observe all the Lessee’s covenants and agreements under the Lease, and upon registration of the transfer or assumption agreement in the Land Titles Office and upon delivery of the transfer or assumption agreement to the Lessor, the Mortgagee will be deemed to be released from any and all obligations under this Lease; if the Lease is registered in the Land and Resources Register, the Mortgagee of the Lease will cause any transferee of the leasehold interest to agree in writing to assume, perform and observe all the Lessee’s covenants and agreements under the Lease, and upon registration of the transfer agreement in the Land and Resources Register and upon delivery of the transfer agreement to the Lessor, the Mortgagee will be deemed to be released from any and all obligations under this Lease; the Mortgagee (excluding a Mortgagee of a Sublessee’s leasehold interest) will not disturb a Sublessee’s rights once a sublease is registered in the Land Titles Office or recorded in the Lands and Resources Register. The mortgage of the Lessee’s leasehold interest by the Lessee will not relieve or discharge the Lessee from any of its obligations or liabilities under this Lease. Throughout any period of time during which, as a result of proceedings for default under a Mortgage including transfer of title under the National Housing Act, Canada Mortgage and Housing Corporation holds leasehold title to this Lease: The Lessor waives, as against the Mortgagee and Canada Mortgage and Housing Corporation and their successors and assigns, all rent and additional rent and interest accruing and otherwise required to be paid under this Lease, but for the purposes of this waiver, rent and additional rent do not include taxes and utility charges required to be paid by the Lessee, and the actual costs of construction, maintenance and repair of damages that are the responsibility of the Lessee; and The consent of the Lessor shall not be required with respect to any vacancy of or removal of goods from the Premises. If at any time the Improvements are damages or destroyed to the extent of 25% or more of their full replacement cost, then the Mortgagee or Canada Mortgage and Housing Corporation or a successor may elect to require that the insurance proceeds not be applied toward the repair or rebuilding or restoration of the Improvements, and in the event of such an election the insurance proceeds shall be applied, in priority: First, but only if and to the extent required by the Lessor or the Lessee, toward clearing and restoring the Land as nearly as possible to their condition prior to the commencement of construction; Second, towards payment of all moneys owing on real property the Mortgage; Third, towards payment of all moneys payable to the Lessor under this Lease; and Fourth, in payment to the Lessor and the Lessee in accordance with their interests therein, and the Lessee shall not be obligated to repair or rebuild or restore. There shall be no obligation on Canada Mortgage and Housing Corporation to arrange or maintain any insurance. Where Canada Mortgage and Housing Corporation makes the election specified in Section 18.5 and there exists no or insufficient proceeds, as a result of Canada Mortgage and Housing Corporation not having arranged or maintained insurance, Canada Mortgage and Housing Corporation shall not be required to do more than clear and restore the Land, as nearly as possible, to its condition prior to the commencement of construction, and shall be entitled to apply to that end whatever insurance proceeds may be available. There shall be no obligation on Canada Mortgage and Housing Corporation to indemnify the Lessor except where Canada Mortgage and Housing Corporation would be so obligated apart from the terms of this Lease. In the case of any arbitration or any other dispute resolution process, the Lessee must give timely notice of such proceedings to the Canada Mortgage and Housing Corporation and any Mortgagee. The Canada Mortgage and Housing Corporation and any Mortgagee may participate fully in the proceedings of any arbitration or any other dispute resolution process, if in their respective reasonable opinions, the outcome of those proceedings may affect their respective security. NON-DISTURBANCE The Lessor covenants to and in favour of the Lessee and to and in favour of and for the benefit of every Sublessee, Mortgagee, licencee, permittee or holder of any other interest in the Lessee’s leasehold interest or in any interest derived from this Lease (ies) each called an “Interested Party”), that if this Lease is terminated for any reason whatsoever before the expiration of the Term or if any rights of the Lessee under this Lease are terminated, suspended or interfered with for any reason whatsoever, the Lessor will not disturb or interfere with the possession, interest or rights of any Interested Party in respect of the Land during the Term provided that the Interested Party observes and improvements now existing performs for and in favour of the Lessor, its covenants and obligations contained in its sublease, mortgage, licence, permit or other instrument under which that Interested Party’s interest in respect of the Land arises subject to the proviso that the covenants and obligations cannot be inconsistent with the covenants and obligations of the Lessee under this Lease to the Lessor or which create a liability or payment obligation (i.e. property taxes, utilities, insurance) on the Lessor. The Lessor will sign non-disturbance agreements as may thereafter exist thereon absolutely owned be reasonably requested by an Interested Party to confirm the BORROWERLessor’s agreements under this Section 19 but subject always to payment without delay of the Lessor’s reasonable legal and consulting costs. Notwithstanding anything to the contrary in this Lease, free from all liens if this Lease is registered in the Land Titles Office and encumbrances of whatever nature, and which property the Lessor is more particularly described herein and/or in a supplementary page list appended heretoposition to terminate this Lease pursuant to the provisions of Section 27, (hereinafter referred to as the “Mortgaged Property” irrespective Lessee will, upon the written request of number). BORROWER is making a Mortgagee of this first mortgage in favor Lease, execute a transfer or an assignment of ORIGINATING INSTITUTION and subsequently this Lease for the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency unexpired Term of the Mortgaged Property at Lease to a level acceptable to or directed by Mortgagee of the ORIGINATING INSTITUTION Lease or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property Mortgagee will execute any documentation to give effect to that transfer or assignment of this Lease and submit further will attend to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent immediate registration of the ORIGINATING INSITUTION transfer or its assignee/transfereeassignment of this Lease despite any act, nor commit any act which may impair directly omission or indirectly, the value default of the said mortgaged property; andLessee under this Lease, subject to issue twenty-five (25) post-dated checks (PDCs) in favor the following conditions: the Mortgagee of NHMFC to cover this Lease is the monthly amortizations for mortgagee of a mortgage registered against the first twenty-four (24) months from take-out date and (Leasehold interest in the 25th check, which may also be held to cover Land; and all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately monies due and payable pursuant to this Lease are paid in full to the date of the transfer or assignment of this Lease to a Mortgagee of this Lease. Notwithstanding anything to the contrary in this Lease, the Lessor hereby covenants to and in favour of and for the benefit of every Sublessee, if this Lease is not otherwise transferred or assigned to a Mortgagee of this Lease pursuant to Section 18, upon the cancellation of this Lease for any reason prior to the expiry of the Term, the Lessor may immediately foreclose require a Sublessee to enter into a lease or a Sublessee may request from the Lessor a new lease and the Lessor will grant a new lease or will cause a new sublease to be offered to that Sublessee on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, the same terms as amended: 1. the auction sale shall take place contained in any sublease held by that Sublessee in the city or capital Land, provided: the default in respect of which the Lease is cancelled has been cured in relation to that part of the province where any Land comprised by the sublease held by that Sublessee; the covenants and obligations contained in the new lease to be issued are not inconsistent with the covenants and obligations of the mortgaged property Lessee to the Lessor as they relate to the subleased Land; the terms of the new lease contain arrangements as are reasonably required to ensure that the new leases make appropriate arrangements for the use, maintenance and payment for all common parts and facilities, or infrastructure required for the use and occupation of the Land demised by the new leases; any new lease granted is located; 2. effective upon subject to the breach interests of any condition Mortgagee of that sublease to reflect the interests, and rights of the loan, Mortgagee of that sublease prior to the ORIGINATING INSTITUTION termination of this Lease or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose request for the grant of the Mortgaged Property new lease as appropriate; the reasonable legal and consulting costs of the Lessor required to issue a lease are payable by the Sublessee to whom the new lease is to be granted. The Lessor makes the covenants and agreements in accordance this Section 19 with the intention that they are enforceable by any Interested Party for whom the covenant or agreement is expressed to be for the benefit of and are fully enforceable by any Interested Party notwithstanding that Interested Party is not a party to the terms of the Lease. The Lessor will not do anything or make any argument to prevent or obstruct whether directly or indirectly any Interested Party in taking the benefit of and enforcing the provisions of Act No. 3135 as amended; and, 3. pending such disposition, the Lease expressed to perform all other acts of administration and management in the manner most advantageous to and be for the best interest benefit of any Interested Party based upon the ORIGINATING INSTITUTION or fact that the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at Interested Party is not a party the appropriate public auctionLease.

Mortgage. The BORROWER hereby secures In order to secure the loan full and prompt payment and performance when due of the Secured Obligations (as hereinafter defined), Mortgagor does by these presents specifically mortgage, convey and hypothecate and grant a first-priority security interest (subject to the Permitted Title Exceptions as defined below) unto and in favor of Mortgagee, with power of sale, any and all of Mortgagor’s present and future rights, title and interest in and to the following described property (collectively, the “Premises”): (a) all those certain tracts, pieces or parcels of land (and any easements, rights of way or other obligations stipulated hereinrights or interests in land) owned by Mortgagor and located in the Counties of the State of Illinois identified on Exhibit A hereto and made a part hereof, including, without limitation, those parcels specifically described on Exhibit A (the “Land” ); (b) the leasehold and easement estates (collectively, the “Leaseholds”) created by and under those certain leases and grants of easement identified on Exhibit B hereto and made a first mortgage on part hereof (collectively, the “Leasehold Leases”) by which the lessors and grantors therein have leased, let and demised or granted to Mortgagor Leaseholds in that certain real property located in the Counties of the State of Illinois as described on Exhibit B hereto and made a part hereof (ies) the “Leased Property”), together with any after-acquired estate of Mortgagor in the Leased Property and improvements any option to purchase the Leased Property now or hereafter existing in favor of Mortgagor (the Land, the Leaseholds and the Leasehold Leases and any such after acquired estate or which may thereafter exist thereon absolutely owned by option in the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (Leased Property are hereinafter referred to collectively as the “Mortgaged Real Property” ”); (c) all buildings, structures and improvements of every nature whatsoever now or hereafter situated on, under or above the Real Property and all fixtures now or hereafter attached thereto, including all telecommunications and radio transmitting and receiving equipment, antennas, microwave communication equipment, machinery, satellite dishes, poles, posts, towers, cross-arms, conduits, ducts, lines (whether overhead or underground or otherwise), wires, cables, exchanges, switches, including, without limitation, host switches and remote switches, desks, testboards, frames, racks, motors, generators, batteries, central office equipment, pay stations, protectors, subscriber “Improvements”); (d) all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water rights, minerals, crops, timber and other emblements now or hereafter located on the Real Property or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Real Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Mortgagor (the “Easements and Appurtenances”; together with the Real Property, the Leasehold Leases and the Improvements, are hereinafter referred to collectively as the “Property”); (e) any and all leases, rental agreements and arrangements of any sort now or hereafter affecting the Property or any portion thereof and including any and all extensions, renewals and modifications thereof (the “Leases”) and guaranties of the performance or obligations of any tenants or lessees thereunder (the “Tenants”), providing for or resulting in the payment of money to Mortgagor for the use of the Property or any portion thereof, whether the user enjoys the Property or any portion thereof as tenant for years, invitee, licensee, tenant at sufferance or otherwise, and irrespective of number). BORROWER is making this first mortgage whether such leases, rental agreements and arrangements be oral or written, together with all income, rents, issues, profits and revenues from the Leases (including all tenant security deposits and all other xxxx nt deposits, whether held by Mortgagor or in favor of ORIGINATING INSTITUTION a trust account, and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees all other deposits and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due escrow funds relating to any cause whatsoever; to duly pay or discharge all taxes, assessmentsLeases), and charges on all the Mortgaged Property estate, right, title, interest, property, possession, claim and submit demand whatsoever at law, as well as in equity, of Mortgagor of, in and to the ORIGINATING INSTITUTION or its assignee/transferee proof same; provided, however, that although this Mortgage contains (and it is hereby agreed that this Mortgage contains) a present, current, unconditional and absolute assignment of all of said income, rents, issues, profits and revenues, Mortgagor and Mortgagee have agreed that so long as there shall exist no Default (as hereinafter defined) Mortgagor shall have a revocable license to collect routine rental payments and revenues which do not relate to periods more than one month after collection, it being agreed that Mortgagee shall be entitled at all times to possession of all other income, rents, issues, profits and revenues (including deposits), and it being further agreed that upon the occurrence of a Default hereunder such payment; not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property license shall be automatically revoked without the prior written consent necessity of further action by Mortgagee; (f) any and all awards, payments, proceeds and the ORIGINATING INSITUTION right to receive the same, either before or its assignee/transfereeafter any foreclosure hereunder, nor commit as a result of any act which may impair directly temporary or indirectlypermanent injury or damage to, taking of or decrease in the value of the said mortgaged property; andProperty by reason of casualty, to issue twenty-five condemnation or otherwise; (25g) post-dated checks (PDCs) in favor all claims and causes of NHMFC to cover the monthly amortizations for the first twenty-four (24) months action arising from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses related to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and all cash (or evidences of cash or of rights to cash) or other property is locatedor rights thereto relating to such claims or causes of action; 2. effective upon the breach (h) all other real property of every kind, nature and description, and wheresoever located, now owned or leased or hereafter acquired or leased by Mortgagor; and (i) all extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auctionforegoing.

Mortgage. The BORROWER hereby secures the loan and other obligations stipulated herein, by a first mortgage on real property (ies) and improvements now existing or which may thereafter exist thereon absolutely owned by the BORROWER, free from all liens and encumbrances of whatever nature, and which property is more particularly described herein and/or in a supplementary page list appended hereto, (hereinafter referred to as the “Mortgaged Property” irrespective of number). BORROWER is making this first mortgage in favor of ORIGINATING INSTITUTION and subsequently the NHMFC or its assignee/ transferee. The BORROWER further agrees and warrants: that the loan proceeds were utilized to acquire/construct the same property herein mortgaged. to maintain the integrity, quality and sufficiency of the Mortgaged Property at a level acceptable to or directed by the ORIGINATING INSTITUTION or its assignee/transferee; to allow the ORIGINATING INSTITUTION or its assignee/transferee to inspect the Mortgaged Property during reasonable hours to ascertain its condition or actual market value; to substitute the Mortgaged Property with new and/or provide additional collateral (s) if the ORIGINATING INSTITUTION or its assignee/transferee finds that the Mortgaged Property is lost, impaired or depreciated due to any cause whatsoever; to duly pay or discharge all taxes, assessments, and charges on the Mortgaged Property and submit to the ORIGINATING INSTITUTION or its assignee/transferee proof of such payment; and, not to subdivide, lease, sell, dispose, mortgage or encumber the Mortgaged Property without the prior written consent of the ORIGINATING INSITUTION or its assignee/transferee, nor commit any act which may impair directly or indirectly, the value of the said mortgaged property; and, to issue twenty-five (25) post-dated checks (PDCs) in favor of NHMFC to cover the monthly amortizations for the first twenty-four (24) months from take-out date and (in the 25th check, which may also be held to cover all penalties, surcharges and/or liabilities incurred) the remaining outstanding balances every two (2) years until the loan is fully paid. In the event the mortgaged property is sold, disposed of or otherwise transferred in whole or in part by the BORROWER, the BORROWER shall not be released from his liability but shall be liable jointly and severally with the transferee unless expressly released therefrom in writing under existing policy of the ORIGINATING INSTITUTION, the NHMFC or its transferee and successor-in-interest. In all cases this mortgage shall constitute a first and superior lien on the mortgaged property. In case the BORROWER or his/her successor-in-interest fails or refuses to pay the loan herein secured, or violates any term or conditions herein stipulated, the ORIGINATING INSTITUTION, NHMFC or its assignee/transferee may, in addition to the remedies it may have by law or under this Agreement, declare all amortizations on the loan immediately due and payable and may immediately foreclose on this mortgage, judicially or extrajudicially. In case of extrajudicial foreclosure under Act No.3135, as amended: 1. the auction sale shall take place in the city or capital of the province where any of the mortgaged property is located; 2. effective upon the breach of any condition of the loan, the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee is hereby appointed BORROWER’s attorney-in-fact with full power of substitution and authority to perform such acts as may be necessary to dispose of the Mortgaged Property in accordance with the provisions of Act No. 3135 as amended; and, 3. pending such disposition, to perform all other acts of administration and management in the manner most advantageous to and for the best interest of the ORIGINATING INSTITUTION or the NHMFC or its assignee/transferee. The latter hereby reserves its right to bid at the appropriate public auction.