Common use of Obligations Secured Clause in Contracts

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this Mortgage or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the purpose other secured parties. The Obligations include, without limitation, all indebtedness and obligations of securing Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “LoanBorrower”) executed evidenced by Mortgagor and that certain other partiesPromissory Note dated as of February 9, 2012 made by Borrower as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and maker payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of Secured Party as payee in the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars up to $1,500,350.00 ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may hereafter be modified or amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance . Secured Party may also the be beneficiary of all covenants and obligations an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement Secured Party (as the same hereafter may be amendedamended or modified, restated the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or replaced from time hereafter arising owed or owing by Debtor to timeSecured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Loan AgreementNote Indebtedness”), dated January 27and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, 2011whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and among Borrowersbetween Secured Party and any assignee or transferee (any such assignee or transferee, Mortgagee, and Lenders (as defined in the Loan Agreementan “Assignee”), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement)Note, and all other “Loan Documents” as defined the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, event of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all such assignment or part of the Subject Property may agree to pay and/or perform (whether as principaltransfer, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other Swap Agreement (party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such terms are defined capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Loan AgreementOther Indebtedness shall constitute a default under the Note Indebtedness, which agreement is evidenced and any default by Debtor under the Note Indebtedness shall constitute a writing default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations entities identified as a secured hereby, however evidenced, including, without limitation: (i) modifications of party hereunder may serve as collateral agent for the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesother secured parties hereunder.

Obligations Secured. Mortgagor Trustor makes this Mortgage grant and assignment for the purpose of securing the following obligations (“"Secured Obligations”"): (a) Payment to Lenders (as defined in the Loan Agreement) Beneficiary of all sums at any time owing under one or more secured promissory notes (initially dated January 27that certain Amended, 2011Restated and Consolidated Promissory Note, and maturing on January 27of even date herewith, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Twenty-Six Million Six Hundred Fifty Thousand and Sixty Million No/100 Dollars ($360,000,000) (the “Loan”) 26,650,000.00), executed by Mortgagor Trustor and certain other partiesMontrose Office Park Joint Venture, as borrowers a Maryland joint venture (“"Co-Borrower"; Trustor and Co-Borrower collectively, "Borrowers”), from time to time in connection with the Loan Agreement, ") and payable to the order of one or more Lenders, including, without limitation Beneficiary (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be modified, amended, supplemented, replaced or restated or replaced from time to time, the “"Note”"); and (b) Payment and performance of all covenants and obligations of Mortgagor Trustor under this MortgageDeed of Trust; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Trustor under that certain Amended Loan Agreement, of even date herewith, by and Restated between Trustor and Consolidated Loan Agreement Co-Borrower and Beneficiary (as the same may be modified, amended, supplemented or restated or replaced from time to time, “the "Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders ") (as capitalized terms used herein but not defined herein shall have the meaning provided for such terms in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, obligations on the part of any rider attached as an Exhibit to this Mortgageeach of the Borrowers under all of the Loan Documents; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeBeneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (gf) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a notethe Note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage The security interest in the Collateral is given as general and continuing security for the purpose payment, performance and satisfaction of securing any and all indebtedness and liability of the following Debtor to the Secured Party (including interest thereon), present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof, including all advances on current or running account and all future advances and re-advances, and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether the Debtor be bound alone or with another or others, and including without limitation, the indebtedness and liability of the Debtor to the Secured Party under or arising in connection with the Debtor's obligations (“Secured Obligations”):under: (a) Payment to Lenders (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially a guarantee and subordination agreement dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith in favour of the Secured Party (collectivelyincluding all duly executed renewals, modifications and extensions thereof) (the "Guarantee") in which the Debtor has guaranteed absolutely and unconditionally the due and punctual payment to the Secured Party of all debts and liabilities of Borrower described in the Guarantee, the liability of the Debtor under the Guarantee being limited to CDN$2,160,680.98, together with certain interest charges and other costs and expenses as therein set forth; (b) the Debtor's obligations with respect to payment of any costs and expenses incurred or advances made by Secured Party pursuant to this Agreement or any other documents executed by Debtor securing or relating to the Loans, the Guarantee and/or the Collateral, whether executed prior to, contemporaneously with or subsequent to this Agreement (this Agreement, the loan consolidation agreement made effective as of the 1st day of October, 2003, entered into between the Borrower and the Secured Party, as the same may be amended, extended, renewed, replaced, restated or replaced and in effect from time to time, any other promissory notes, commitment letters or loan agreements relating to the “Note”); and (bLoan and the Guarantee, and such other documents, are herein collectively referred to as the "Loan Documents") Payment to protect the Collateral or fulfill Debtor's obligations under the Loan Documents, together with interest thereon from the time such costs and performance expenses are incurred or advances made, at the rate set out in Section 2.4 of all covenants the loan consolidation agreement made effective as of the 1st day of October, 2003 between the Secured Party and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (Borrower as the same may be amended, restated or replaced extended, renewed, replaced, restated, supplemented, superseded and in effect from time to time. (c) Performance of each agreement, “term and condition set forth or incorporated by reference herein or in any other Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; andDocument; (d) Payment and performance of all covenants and obligations, if any, any additional existing or future obligations of any rider attached as an Exhibit Debtor to this MortgageSecured Party; and (e) Payment any and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principalamendments, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, renewals and/or extensions and renewals of any of the obligations foregoing including, but not limited to, amendments, modifications, renewals or extensions which are evidenced by new or additional instruments, documents or agreements or which change the rate of interest on any obligation secured hereby, however evidenced, including, without limitation: (i) modifications of collectively the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes"Obligations").

Obligations Secured. Mortgagor makes this Mortgage for The security interest granted herein is given to secure all present and future obligations of DTN: (i) under the purpose Revolving Credit Agreement; (iii) under the 1996 Revolving Credit Agreement dated as of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (June 28, 1996 as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), amended from time to time in connection with between DTN, FNB-O, FNB-W, Norwest, NBD, First Bank, Sumitomo, Mercantile, Montreal, LaSalle and The Boatmen's National Bank of St. Louis ("Boatmen's"); (iv) under the 1995 Restated Loan Agreement dated as of June 29, 1995, as amended from time to time between DTN and FNB-O, FNB-W, US Bank, NBD , Norwest, and Boatmen's; (v) under the 1993 Restated Loan Agreement dated as of November 8, 1993, as amended from time to time, between DTN and FNB-O, US Bank, FNB-W, NBD, Norwest and Boatmen's; (vi) under the Loan AgreementAgreement dated as of October 9, 1992, as amended from time to time, between DTN and FNB-O, US Bank, and payable to the order of FNB-W, or under any interest rate protection agreement entered into by DTN with one or more Lenders; (vii) under any and all Notes previously, including, without limitation (i) any replacement Note executed now or hereafter made by DTN to the Lenders pursuant to Section 2.15 any of the foregoing Loan Agreement in connection with an increase Agreements and interest rate protection agreements (all of which are referred to herein as the "Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000Agreements") and (ii) or any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement predecessor loan agreements, including, without limitation, that certain Second Amended the Existing Term Notes and Restated and Consolidated any notes given in extension, renewal or substitution of the Notes; (viii) to reimburse the Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of Party for all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligationssums, if any, of any rider attached as an Exhibit advanced to this Mortgageprotect the Collateral; and and (eix) Payment to reimburse Secured Party for all costs and performance of all future advances and other obligations that the then record owner of all or part expenses incurred in collection of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidencedforegoing, including, without limitation: (i) modifications , costs of repossession and sale and reasonable attorneys' fees. This Security Agreement shall not be deemed to extinguish existing indebtedness of DTN under any of the required principal payment dates agreements referenced in this Section 3 or interest payment dates any of the notes issued thereunder or bothto release, as terminate or affect the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate priority of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesany security therefor.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing This Agreement is executed and delivered by Borrower to secure and enforce the following obligations (“Secured collectively, the "Obligations”"): (a) Payment All Indebtedness, obligations and liabilities, whether now in existence or hereafter arising, whether by acceleration or otherwise, of Borrower, arising out of or under the Credit Agreement and each other Loan Document to Lenders (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenderswhich Borrower is a party, including, without limitation (i) any replacement Note all Indebtedness evidenced by all promissory notes executed by Borrower pursuant to Section 2.15 of the Credit Agreement and all notes given in substitution for the foregoing promissory notes, or in modification, renewal or extension thereof, in whole or in part (such promissory notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal, rearrangement or extension thereof, in whole or in part, being hereafter collectively called the "Notes"), together with interest, collection fees and attorneys' fees, all as provided in the Credit Agreement and the Loan Agreement Documents, whether such Notes are held by the original payees thereunder or by any assignee or successor of any of said initial payees. (b) All Indebtedness, obligations and liabilities, whether now in connection with an increase existence or hereafter arising, whether by acceleration or otherwise, in respect of the Loan to a maximum principal amount all Letters of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed Credit issued pursuant to Section 3.4 the Credit Agreement and all reimbursement obligations in respect thereof; (c) All additional loans or advances made by the Lenders to or for the benefit of the Loan Agreement in connection with the joinder of additional Borrowers Borrower pursuant to the Credit Agreement or any other Loan Document (it being contemplated that the Lenders may lend additional sums to Borrower pursuant to the Credit Agreement from time to time, and Borrower agrees that any such additional loans shall be secured by this Agreement). (d) All Indebtedness, obligations and liabilities of Borrower under any Secured Hedging Agreement (including, without limitation, that certain Second Amended any amounts payable in respect of a liquidation of, an acceleration of obligations under, or an early termination of, such Secured Hedging Agreement, and Restated and Consolidated any unpaid amounts owing in respect thereof), but excluding any additional transactions or confirmations entered into after any Secured Promissory Note of even date herewith Hedging Counterparty to whom such obligations are owed ceases to be a Secured Hedging Counterparty. (collectively, as the same e) Any sums which may be amendedadvanced or paid by Secured Party or the Lenders under the terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of Borrower to comply with the covenants of Borrower contained herein, restated or replaced from time the failure of Borrower to timecomply with the covenants of Borrower contained in the Credit Agreement or any other Loan Documents; and all other indebtedness of Borrower to the Secured Creditors arising pursuant to the provisions of this Agreement, the “Note”); andincluding penalties, indemnities, reasonable legal and other fees, charges and expenses, and amounts advanced and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise. (bf) Payment All interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in respect of all of the Obligations described in this Section 1.05 and all costs of collection and reasonable attorneys' fees, all as provided herein and in the other Loan Documents. (g) Punctual performance when due of all present and future obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired, of Borrower under any Security Instruments or this Agreement to Secured Party or any other Secured Creditor. (h) To the extent not otherwise included, payment and performance of all covenants and obligations of Mortgagor under this Mortgage; andIndebtedness. (ci) Payment All renewals, extensions, amendments and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amendedchanges of, restated or replaced from time to timesubstitutions or replacements for, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or any part of the Subject Property may agree to pay and/or perform Obligations described under paragraphs (whether as principal, surety or guarantora) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by through (h) in this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesSection 1.05.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) and performance of all sums at any time owing covenants and obligations on the part of Mortgagor under one or more secured promissory notes that certain Reimbursement and Credit Agreement (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “LoanReimbursement Agreement”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”)by and between Mortgagor and Mortgagee; and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Mortgagor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders Credit Documents (as defined in the Loan Reimbursement Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligationsFuture Advances (as hereinafter defined). Future Advances means any loan of money from Mortgagee to Xxxxxxxxx made within twenty (20) years from the date hereof. The Mortgagee has no obligation whatsoever, if any, of any rider attached as an Exhibit to this Mortgagemake a Future Advance; and (e) Payment and performance of all future advances covenants and obligations of Mortgagor under any interest rate swap agreement, or other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of interest rate agreement executed by and between Mortgagor and Mortgagee, when such future advance or obligation which agreement is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: ; (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes. It is expressly understood and agreed that the indebtedness secured hereby will in no event exceed $47,579,454.00. This Mortgage secures the repayment of future draws on the Letter of Credit (as defined in the Reimbursement Agreement) which may be made after the date hereof to the same extent as if such future draws were made on the date of the execution of this Mortgage, although there may be no advance made on the date of the execution of this Mortgage, and although there may be no indebtedness outstanding at the time the draw is made. The total principal amount of the Obligations secured by this Mortgage may decrease or increase from time to time but the total unpaid principal balance so secured at any one time shall not exceed $23,789,727, plus interest thereon, and any and all disbursements made by the Mortgagee for the payment of taxes, special assessments or insurance on the Subject Property, with interest on such disbursements. The parties hereby acknowledge and intend that all draws under the Letter of Credit, including future draws whenever hereafter made, shall be a lien from the time this Mortgage is recorded.

Obligations Secured. Mortgagor Trustor makes this Mortgage Deed of Trust for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Beneficiary and Lenders (as defined in the Loan AgreementAgreement (as defined below)) of all sums at any time owing under one or more secured promissory notes (initially the Secured Promissory Note, dated January 27, 2011as of the date hereof, and maturing on January 2714, 2016 2014 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ONE HUNDRED ELEVEN MILLION DOLLARS ($360,000,000111,000,000) (the “Loan”) executed by Mortgagor and certain other partiesTrustor, as borrowers borrower (“BorrowersBorrower”), from time to time in connection with the Loan Agreement, and each payable to the order of one or more Lendersa Lender, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor Trustor under this MortgageDeed of Trust; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Borrower, under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011as of the date hereof, by and among BorrowersBorrower, Mortgagee, Lenders and Lenders (as defined in the Loan Agreement)Beneficiary, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), ) and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this MortgageDeed of Trust; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeBeneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this MortgageDeed of Trust, and all advances or disbursements of Beneficiary with respect to the Property for the payment of taxes, assessments, insurance premiums or costs incurred for the protection of the Property; and (f) Payment and performance of all covenants and obligations of Borrowers (or Borrower under any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement), which agreement is (i) evidenced by a writing that recites it is secured by this Deed of TrustTrust or (ii) with Beneficiary or a Lender as counterparty; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor Grantor makes this Mortgage Deed of Trust for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan AgreementAgreement (as defined below)) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, 2011 and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor Grantor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor Grantor under this MortgageDeed of Trust; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, MortgageeBeneficiary, and Lenders (as defined in the Loan Agreement)Lenders, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this MortgageDeed of Trust; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeBeneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this MortgageDeed of Trust; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.”

Obligations Secured. Mortgagor makes this Mortgage grant and assignment for the purpose of securing the following obligations (each, a “Secured Obligation” and collectively, the “Secured Obligations”): (a) Payment payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing and performance of all other Obligations arising under one or more secured in connection with that certain promissory notes note (initially “Note”) dated January 27as of ____________________, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate maximum principal amount of Three Hundred and Sixty Million _____________________________________ Dollars ($360,000,000) (the “Loan”) ________________), with interest as provided therein, executed by Mortgagor and certain other partiespayable to Mortgagee or its order, as borrowers (“Borrowers”), from time to time in connection together with the Loan Agreement, payment and payable to the order performance of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 other Obligations of Mortgagor under the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement includingDocuments, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated whether or replaced from time to time, the “Note”)not specifically referenced therein; and (b) Payment payment and performance of all covenants and obligations of Mortgagor under this Mortgage, together with all advances, payments or other expenditures made by Mortgagee as or for the payment or performance of any such obligations of Mortgagor; and (c) Payment payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amendedobligations, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgageeif any, and Lenders (as defined in the Loan Agreement)contracts under which they arise, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), which any rider attached to and all other “Loan Documents” as defined in the Loan Agreementrecorded with this Mortgage recites are secured hereby; and (d) Payment payment to Mortgagee of all liability, whether liquidated or unliquidated, defined, contingent, conditional or of any other nature whatsoever, and performance of all covenants and other obligations, if any, of arising under any rider attached as an Exhibit to this MortgageSwap Agreement at any time entered into with Mortgagee in connection with any Secured Obligation; and (e) Payment subject to the Section hereof entitled Future Advances, payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when any such future advance or other obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, Secured Obligations (including without limitation: , (i) modifications modifications, extensions or renewals at a different rate of interest, or (ii) deferrals or accelerations of the required principal payment dates or interest payment dates or both, as the case may bein whole or in part), deferring or accelerating payment dates wholly or partly; or (ii) modificationshowever evidenced, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor Grantor makes this Mortgage Deed of Trust for the purpose of securing the following obligations (“Secured collectively, the "Obligations”"): (a) Payment to Lenders when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (as defined in including payment of amounts that would become due but for the Loan Agreementoperation of the automatic stay under Section 362 (a) of all sums at any time owing under one or more secured promissory notes (initially dated January 27the Bankruptcy Code, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below11 U.S.C. Section 362(a)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation of: (i) the principal sum which is, at any replacement Note executed pursuant to Section 2.15 of time, advanced and unpaid under the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement not to exceed Seven Million Six Hundred Thousand and NO/100 Dollars (as defined in $7,600,000.00) at any one time; (ii) interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the Loan Agreement(all including, without limitation, interest and other charges that would accrue on such obligations, but for the filing of a petition in bankruptcy with respect to Grantor); and (iii) any other obligations of Grantor under the Note referred to below; all according to the terms of that certain Promissory Note dated concurrently herewith made by Grantor and payable to the order of First National Bank, Rapid City, South Dakota (herein referred to as either the "Lender" or the "Beneficiary"), according to the terms and provisions of said Note, and all renewals, extensions, amendments, restatements, replacements, substitutions and other “Loan Documents” modifications thereof (hereinafter collectively referred to as the "Note"). (b) Payment and performance of every obligation, covenant, promise and agreement of Grantor herein contained or incorporated herein by reference, including any sums paid or advanced by Beneficiary (which are defined below) pursuant to the terms hereof. (c) Payment of the expenses and costs incurred or paid by Beneficiary in the Loan Agreement; andpreservation and enforcement of the rights and remedies of Beneficiary and the duties and liabilities of Grantor hereunder, including, but not by way of limitation, reasonable attorney's fees, court costs, witness fees, expert witness fees, collection costs, and reasonable costs and expenses paid by Beneficiary in performing for Grantor's account any obligation of said Grantor. (d) Payment of additional sums and performance interest thereon which may hereafter be loaned to Grantor pursuant to the Loan Agreement when evidenced by a promissory note or Note which recite that this Deed of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; andTrust is security therefor. (e) Payment Performance and payment of every obligation, warranty, representation, covenant, agreement and promise of Grantor contained in that certain Loan Agreement (the "Loan Agreement") executed concurrently, or substantially concurrent, herewith by Grantor, and Beneficiary in its capacity as the Lender, as well as performance and payment of every, obligation, warranty, representation, covenant, agreement and promise of Grantor contained in all future advances extensions, renewals, amendments, restatements and other obligations that the then record owner modifications of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage for This Mortgage, and all rights, titles, interests, liens, security interests, powers, privileges and remedies created hereby or arising hereunder or by virtue hereof, are given to secure the purpose payment and performance of securing the following indebtedness and obligations (the “Secured Obligations”):), in such order of priority as Mortgagee may elect: (a) Payment to Lenders (as defined in the Loan Agreement) of all sums at principal, interest and any time other amounts now or hereafter owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Note and the other Loan Agreement, and payable to Documents (as such term is defined in the order of one or more Lenders, including, without limitation Note (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note costs incurred by Mortgagee in the exercise of even date herewith (collectivelyits rights under the Loan Documents, as such term in defined in the same may be amendedNote) and in any renewal, restated extension or replaced from time to time, the “Note”); andmodification thereof; (b) Payment and performance of all covenants and obligations amounts now or hereafter due Mortgagee under this Mortgage (including, without limitation, costs incurred by Mortgagee in the exercise of Mortgagor its rights under this Mortgage; and); (c) Payment and performance Performance of all covenants and obligations on now or hereafter due Mortgagee under this Mortgage, the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, MortgageeDocuments, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in instruments securing the Loan AgreementNote; and (d) Payment and performance To secure in accordance with Section 29-3-50, as amended, Code of all covenants and obligationsLaws of South Carolina, if any1976, of any rider attached as an Exhibit to this Mortgage; and amended: (ei) Payment and performance of all future advances and re-advances that may subsequently be made to Mortgagor by Mortgagee, evidenced by the aforesaid Note, or any other obligations promissory notes, and all renewals and extensions thereof; provided, however, that nothing contained herein shall create an obligation on the then record owner part of Mortgagee to make future advances or re-advances to Mortgagor and (ii) all other indebtedness of Mortgagor to Mortgagee, now or hereafter existing, whether direct or indirect, the maximum amount of all or part indebtedness outstanding at any one time secured hereby not to exceed twice the face amount of the Subject Property Note, plus interest thereon, all charges and expenses of collection incurred by Mortgagee, including court costs, and reasonable attorneys’ fees. This Mortgage has been given and is intended to secure the full and prompt payment and performance of the Secured Obligations, This Mortgage may agree secure any additional indebtedness, whether direct, indirect, existing, future, contingent or otherwise, that may be advanced by the Mortgagee to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgageethe Mortgagor, when such future advance or obligation is evidenced by a writing which recites provided that it is secured by this Mortgage; and (f) Payment and performance the maximum principal amount of all covenants and obligations of Borrowers (or indebtedness which may be secured hereby at any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement time is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any $14,934,339.60. The priority of the lien hereunder securing any future advances and future obligations secured herebyshall relate back to the date this Mortgage was recorded. In addition, however evidencedthe Mortgage shall secure unpaid balances of advances made by the Mortgagee with respect to the Mortgaged Property, for the payment of taxes, insurance premiums and costs incurred for the protection of the Mortgaged Property and any charges, expenses and fees, including, without limitation: (i) modifications , attorneys’ fees, which, by the terms hereof, shall be added to and increase the Secured Obligations. The Mortgagor agrees that all of the required principal payment dates duties and obligations imposed on it hereunder, whether absolute or interest payment dates contingent, due or bothto become due, as are for the case may bereasonable protection of the lien of this Mortgage. This Mortgage shall remain in full force and effect with respect to all of the Mortgaged Property until all Secured Obligations shall have been paid and performed in full. If the Secured Obligations are paid and performed in accordance with the terms of the applicable Loan Documents, deferring or accelerating payment dates wholly or partly; or (ii) modificationsincluding, extensions or renewals at a different rate of interest whether or not in the case of a notewithout limitation, the modificationobservance of all the agreements contained in this Mortgage, extension or renewal is evidenced by a new or additional promissory note or notesthis Mortgage shall become void and shall be released at the expense of the Mortgagor. The Mortgagor acknowledges that nothing in this Article One obligates the Mortgagee to make future advances to the Mortgagor.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes that certain Promissory Note (initially dated January 27“Note”) of even date herewith, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Ten Million, Two Hundred and Sixty Million Thousand Dollars ($360,000,000) (the “Loan”10,200,000) executed by Mortgagor and certain other partiesXxxxxxxxx, as borrowers borrower (“BorrowersBorrower”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectivelyMortgagee, as the same may be amended, restated or replaced from time to time, the “Note”)lender; and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Borrower under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, Non-Revolving) (“Loan Agreement”), dated January 27, 2011, ) of even date herewith by and among Borrowers, between Borrower and Mortgagee, and Lenders (as defined in the Loan Agreement)lender, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan AgreementAgreement ; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and Xxxxxxxxx hereby acknowledges and agrees that this Mortgage is given to secure advances that may be made by Mortgagee and obligations that may be incurred by Xxxxxxxxx in addition and subsequent to the advances evidenced by the Note, provided, however, that the aggregate principal amount of future advances outstanding at any time shall not exceed $17,000,000 such maximum amount being stated herein pursuant to and in accordance with Indiana Code § 32-29-1-10 and not being a commitment by Mortgagee to make future advances and provided further that the aggregate amount of indebtedness secured by this Mortgage in all events shall not exceed $200,000,000; and (f) Payment and performance of all covenants and obligations of Borrowers (Mortgagor under any interest rate swap agreement, or any of them) under (i) the Existing Swap other interest rate agreement executed by and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreementbetween Mortgagor and Mortgagee, which agreement is evidenced by a writing which recites that recites it is secured by this Deed of TrustMortgage; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor Grantor makes this Mortgage the foregoing grant and assignment and those set forth in Articles 3 and 4 hereof and elsewhere herein for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment a. Full and punctual payment to Lenders (as defined in the Loan Agreement) Grantee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and; (b) b. Payment and performance of all covenants and obligations of Mortgagor Grantor under this Mortgage; andSecurity Deed including, without limitation, indemnification obligations and advances made to protect the Property; (c) c. Payment and performance of all additional covenants and obligations on the part of Borrowers Grantor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and; (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) d. Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeGrantee, when such future advance or the obligation is evidenced by a writing which recites that it is secured by this Mortgage; andSecurity Deed; (f) e. Payment and performance of under any swap, derivative, foreign exchange or hedge transaction or arrangement or similar transaction or arrangement howsoever described or defined at any time entered into between Grantor and Grantee in connection with the Note (“Swap Agreement”); f. All interest and charges on all covenants obligations secured hereby including, without limitation, prepayment charges, late charges and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; andloan fees; (g) g. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.; and h. Payment and performance of any other obligations which are defined as “Secured Obligations” in the Note. DEED TO SECURE DEBT (GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113532/Store No. 588

Obligations Secured. Mortgagor makes this Mortgage for the purpose of ------------------- securing the following obligations (“collectively, the "Secured Obligations”"): (a) Payment to Lenders when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), of: (i) the principal sum which is, at any time, advanced and unpaid under the Credit Facility (as defined in the Loan Credit Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27), 2011, and maturing on January 27, 2016 (subject not to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three exceed One Hundred and Sixty Million Dollars ($360,000,000100,000,000.00) at any one time, all on a reducing revolving line of credit basis; (ii) interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the “Loan”) executed by Mortgagor Credit Facility (all including, without limitation, interest and certain other partiescharges that would accrue on such obligations, as borrowers but for the filing of a petition in bankruptcy with respect to Empress Entertainment, Inc., a Delaware corporation, Mortgagor, Empress Casino Hammond Corporation, an Indiana corporation (“collectively, "Borrowers”"), from time or any of them; and (iii) any other obligations of Borrowers, or any of them, under the RLC Note referred to time in connection with below; all according to the Loan Agreementterms of a Revolving Credit Promissory Note dated June 17, 1998 which is made by Xxxxxxxxx and is payable to the order of one Mortgagee according to the tenor and effect of said Revolving Credit Promissory Note, and all renewals, extensions, amendments, restatements, replacements, substitutions and other modifications thereof (hereinafter collectively referred to as the "RLC Note"). (b) Payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or more Lendersotherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, including11 U.S.C. (S) 362(a)), without limitation of: (i) the principal sum which is, at any replacement Note executed pursuant time, advanced and unpaid under the Swingline Facility (as defined in the Credit Agreement), not to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two exceed Five Million Dollars ($372,000,0005,000,000.00) and at any one time, all on a revolving line of credit basis; (ii) any replacement Note executed pursuant to Section 3.4 of interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement Swingline Facility (all including, without limitation, interest and other charges that certain Second Amended would accrue on such obligations, but for the filing of a petition in bankruptcy with respect to Borrowers, or any of them); and Restated (iii) any other obligations of Borrowers, or any of them, under the S/L Note referred to below; all according to the terms of a Swingline Note dated June 17, 1998 which is made by Borrowers and Consolidated Secured Promissory Note is payable to the order of even date herewith Mortgagee according to the tenor and effect of said Swingline Note, and all renewals, extensions, amendments, restatements, replacements, substitutions and other modifications thereof (collectively, hereinafter referred to as the same may be amended"S/L Note", restated or replaced from time and together with the RLC Note, collectively referred to time, as the “Note”"Notes"); and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and. (c) Payment and performance of all covenants every obligation, warranty, representation, covenant, promise and obligations on the part agreement of Borrowers under Borrowers, or any of them, contained in that certain Amended Certificate and Restated Indemnification Regarding Hazardous Substances, together with all extensions, renewals, amendments, restatements and Consolidated Loan Agreement (as the same may be amendedother modifications thereof, restated or replaced from time to timewhich is executed by Empress Entertainment, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, MortgageeInc., and Lenders (as defined in the Loan Agreement)Empress Casino Xxxxxxx Corporation under date of June 17, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement)1998 and which is to be executed by Xxxxxxxxx on or before July 31, and all other “Loan Documents” as defined in the Loan Agreement; and1998. (d) Payment and performance of all covenants every obligation, covenant, promise and obligationsagreement of Mortgagor herein contained or incorporated herein by reference, if any, including any sums paid or advanced by Mortgagee or any of any rider attached as an Exhibit the Banks (which are defined below) pursuant to this Mortgage; andthe terms hereof. (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principalexpenses and costs incurred or paid by Mortgagee or any of the Banks in the preservation and enforcement of the rights and remedies of Mortgagee and the duties and liabilities of Mortgagor hereunder, surety including, but not by way of limitation, reasonable attorney's fees, court costs, witness fees, expert witness fees, collection costs, and reasonable costs and expenses paid by Mortgagee or guarantor) any of the Banks in performing for the benefit Xxxxxxxxx's account any obligation of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; andsaid Xxxxxxxxx. (f) Payment and performance of all covenants and obligations of Borrowers (any sums which may hereafter be owing by Borrowers, or any of them) , to any of the Banks or any of their affiliates, under (i) the Existing Swap and (ii) terms of any interest rate swap agreement, interest rate cap agreement, basis swap agreement, forward rate agreement, interest collar agreement or interest floor agreement to which Borrowers, or any of them, may be a party, or under any other Swap Agreement (as such terms are defined in the Loan Agreementagreement or arrangement to which Borrowers, or any of them, may be a party, which agreement in each case is evidenced by a writing that recites it is designed to protect Borrowers, or any of them, against fluctuations in interest rates or currency exchange rates with respect to any indebtedness secured by this Deed of Trust; andthe Mortgage. (g) All modificationsPayment of additional sums and interest thereon which may hereafter be loaned to Borrowers, extensions and renewals of or any of them, pursuant to the obligations secured herebyCredit Agreement when evidenced by a promissory note or notes which recite that this Mortgage is security therefor. (h) Performance and payment of every obligation, however evidencedwarranty, includingrepresentation, without limitation: covenant, agreement and promise of Borrowers, or any of them, contained in that certain Credit Agreement (ithe "Original Credit Agreement") executed under date of June 17, 1998 by Xxxxxxxxx, the Lenders therein named (each, together with their respective successors and assigns, individually referred to herein as a "Lender" and collectively referred to herein as the "Lenders"), the Swingline Lender therein named (together with its successors and assigns, referred to herein as the "Swingline Lender"), the L/C Issuer therein named (together with its successors and assigns, referred to herein as the "L/C Issuer"), and Xxxxx Fargo Bank, National Association, as administrative and collateral agent for the Lenders, the Swingline Lender and the L/C Issuer (referred to herein, in such capacity, together with its successors and assigns, as the "Agent Bank" and together with the Lenders, the Swingline Lender and the L/C Issuer, collectively referred to herein as the "Banks"), as well as performance and payment of every obligation, warranty, representation, covenant, agreement and promise of Borrowers, or any of them, contained in all extensions, renewals, amendments, restatements and other modifications of the required principal payment dates or interest payment dates or bothOriginal Credit Agreement (with the Original Credit Agreement, as so extended, renewed, amended, restated, substituted and/or otherwise modified being collectively referred to herein as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes"Credit Agreement").

Obligations Secured. Mortgagor Grantor makes this Mortgage the foregoing grant and assignment and those set forth in Articles 3 and 4 hereof and elsewhere herein for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment a. Full and punctual payment to Lenders (as defined in the Loan Agreement) Grantee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and; (b) b. Payment and performance of all covenants and obligations of Mortgagor Grantor under this Mortgage; andSecurity Deed including, without limitation, indemnification obligations and advances made to protect the Property; (c) c. Payment and performance of all additional covenants and obligations on the part of Borrowers Grantor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and; (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) d. Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeGrantee, when such future advance or the obligation is evidenced by a writing which recites that it is secured by this Mortgage; andSecurity Deed; (f) e. Payment and performance of under any swap, derivative, foreign exchange or hedge transaction or arrangement or similar transaction or arrangement howsoever described or defined at any time entered into between Grantor and Grantee in connection with the Note (“Swap Agreement”); f. All interest and charges on all covenants obligations secured hereby including, without limitation, prepayment charges, late charges and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; andloan fees; (g) g. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.; and h. Payment and performance of any other obligations which are defined as “Secured Obligations” in the Note. DEED TO SECURE DEBT (GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113557/Store No. 613

Obligations Secured. Mortgagor makes The obligations secured by this Mortgage for are the purpose result of securing the following obligations $115,000,000 credit facility established pursuant to the terms of the Credit Agreement dated March 24, 2000 among Mortgagor, as borrower, each of the guarantors party thereto (“Secured Obligations”): individually, a "Guarantor" and collectively, the "Guarantors"), the Lenders party thereto and the Agent (as amended from time to time, the "Credit Agreement") and evidenced by (a) Payment to Lenders those revolving loan promissory notes of the Mortgagor (as referenced and defined in the Loan Credit Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated modified, supplemented, extended, renewed or replaced from time to time, the “Note”"Revolving Notes"); and , (b) Payment and performance those letters of all covenants and obligations credit for the account of the Mortgagor under this Mortgage; and (as referenced in the Credit Agreement, the "Letters of Credit"), (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement those Tranche A term promissory notes made by Mortgagor (as such note or notes are referenced and defined in the same may be Credit Agreement, as amended, restated extended, renewed or replaced from time to time, “Loan the "Tranche A Term Notes") and (d) those Tranche B term promissory notes made by Mortgagor (as such note or notes are referenced and defined in the Credit Agreement”, as amended, extended, renewed or replaced from time to time, the "Tranche B Term Notes"). The Revolving Notes, dated January 27, 2011, by the Tranche A Term Notes and among Borrowers, Mortgageethe Tranche B Term Notes are hereinafter collectively referred to as the "Notes", and Lenders the loans and extensions of credit under the Credit Agreement may be referred to as the "Loans"). This Mortgage is given to secure the payment and performance of all indebtedness and other obligations now or hereafter owing under the Notes, the Letters of Credit, the Credit Agreement, this Mortgage and the other Credit Documents from the Mortgagor to any Lender or Agent, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including without limitation, any liability arising under Hedging Agreements (as defined in the Loan Credit Agreement)) if and to the extent agreed to by a Credit Party in the documentation evidencing same and all obligations and liabilities incurred in connection with the collection and enforcement of the foregoing (collectively, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement"Indebtedness"), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“"Secured Obligations”"): (a) Payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)i) made that certain Revolving Line of Credit Note of even date herewith in the aggregate principal amount of Three Hundred and Sixty Forty Five Million Dollars ($360,000,00045,000,000) (the “Loan”"Credit Note"), and (ii) that certain Term Note of even date herewith in the principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000) (the "Term Note"; and, together with the Credit Note, the "Notes") executed by Mortgagor and certain other partiesVIRCO MFG. CORPORATION, as borrowers a Delaware corporation (“Borrowers”"Borrower"), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectivelyMortgagee, as the same may be amended, restated or replaced from time to time, the “Note”)lender; and (b) Payment to Mortgagee of all sums representing Bank Product Obligations, as defined in the Credit Agreement referred to below; and (c) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (cd) Payment and performance of all covenants and obligations on the part of Borrowers Borrower under that certain Amended and Restated and Consolidated Loan Credit Agreement (as the same may be amended, restated or replaced from time to time, “Loan "Credit Agreement”), dated January 27, 2011, ") of even date herewith by and among Borrowers, between Borrower and Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement)lender, and all each other “Loan Documents” as defined Document executed in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgageconnection therewith; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes that certain Promissory Note (initially dated January 27“Note”) of even date herewith, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Four Million, Nine Hundred and Sixty Million Eighty-Seven Thousand, Nine Hundred Seventy-Six Dollars ($360,000,000) (the “Loan”4,987,976) executed by Mortgagor and certain other partiesXxxxxxxxx, as borrowers borrower (“BorrowersBorrower”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectivelyMortgagee, as the same may be amended, restated or replaced from time to time, the “Note”)lender; and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Borrower under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, Non-Revolving) (“Loan Agreement”), dated January 27, 2011, ) of even date herewith by and among Borrowers, between Borrower and Mortgagee, and Lenders (as defined in the Loan Agreement)lender, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan AgreementAgreement ; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (Mortgagor under any interest rate swap agreement, or other interest rate hedge agreement of any of them) under (i) the Existing Swap type executed by and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreementbetween Mortgagor and Mortgagee, which agreement is evidenced by a writing that recites it is secured by this Deed of TrustMortgage; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this This Mortgage for secures the purpose of securing the following obligations (“Secured Obligations”):full and timely payment and performance of: (a) Payment any and all obligations of Mortgagor to Lenders (as defined in the Loan Agreement) of all sums at any time Mortgagee, whether now or hereafter owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lendersexisting, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of limitation, all obligations under the Loan Agreement in connection Documents and all Future Advances and the full and timely payment, performance and discharge of all other obligations or undertaking now or hereafter made by or for the benefit of Mortgagor, including any guaranty or surety obligations of Mortgagor and the undertakings of Mortgagor to immediately pay to Mortgagee the amount of any overdraft on any deposit account maintained with an increase of the Loan Mortgagee, up to a maximum principal amount of Three Hundred and Seventyindebtedness outstanding at any one time equal to Twenty-Two Five Million Dollars ($372,000,000) 25,000,000.00), plus all accrued and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”)unpaid interest thereon; and (b) Payment any and performance all (i) obligations, costs or expenses assumed or incurred by Mortgagee in connection with any of all covenants the Secured Indebtedness; (ii) advances Mortgagee may make or become obligated to make for the protection of the security hereby given, including, without limitation, the unpaid balances of advances made with respect to the Mortgaged Property for the payment of taxes, assessments, maintenance charges, insurance premiums and obligations costs incurred for the protection of Mortgagor under the Mortgaged Property or the lien of this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreementexpenses incurred by Mortgagee by reason of an Event of Default by Mortgagor hereunder; and and (diii) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit advances Mortgagee may make to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of pay toward all or part of the Subject Property may agree to pay and/or perform (whether as principalcost of completing any erection, surety construction, alteration or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals repair of any part of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications Mortgaged Property. All of the required principal payment dates or interest payment dates or bothobligations, indebtedness and undertakings described in this Section 3 may be referred to collectively as the case may be"Secured Indebtedness". IT IS THE EXPRESS INTENT OF MORTGAGOR THAT THE MORTGAGED PROPERTY SHALL SECURE NOT ONLY THE OBLIGATIONS UNDER THE LOAN DOCUMENTS, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesBUT ALSO ALL OTHER BANK INDEBTEDNESS UNDER AND AS DEFINED IN THE LOAN AGREEMENT.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment The security interest created herein secures payment and performance of all covenants liabilities and obligations of Mortgagor under this Mortgage; and (c) Payment the Debtor to the Secured Party of every kind and character, now existing or hereafter incurred, whether direct or indirect, absolute or contingent, joint or several, however owned, held or acquired by the Secured Party. IT BEING THE EXPRESS INTENTION OF THE DEBTOR BY THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT TO SECURE ALL LIABILITIES AND OBLIGATIONS OF THE DEBTOR TO, AND ALL FINANCIAL ACCOMMODATIONS BY, THE SECURED PARTY, TO OR FOR THE BENEFIT OF THE DEBTOR, INCLUDING BUT NOT LIMITED TO LOANS, LINES OF CREDIT, HONORED OVERDRAFTS, GUARANTIES OF THE OBLIGATIONS OF THIRD PARTIES AND DISCOUNTS. Without limiting the generality of the foregoing, the security interest created hereby secures payment and performance of: If Checked Here [X] all indebtedness of the debtor evidenced by the promissory note in the principal amount of $2,500,000.00, dated October 29, 1996, all covenants obligations contained therein, and obligations on the part any amendments, replacements, and substitutions therefor or extensions thereof; If Checked Here [ ] arising out of Borrowers under that certain Amended letter of credit agreement dated -----------, 19---, between the Debtor and Restated and Consolidated Loan the Secured Party; If Checked Here [ ] arising out of that certain Guaranty Agreement (dated ----------, 19---, guarantying certain Guarantied Obligations, as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if anytherein defined, of any rider attached as an Exhibit ------------------------------- to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.Secured Party;

Obligations Secured. Mortgagor Grantor makes this Mortgage Deed of Trust for the purpose of securing the following obligations (“"Secured Obligations”"): (a) Payment to Lenders (as defined in the Loan Agreement) Beneficiary of all sums at any time owing under one or more secured promissory notes under: (initially i) that certain Revolving Line of Credit Note, dated January 2726, 20112004, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate stated principal amount of Three Five Million Five Hundred Thousand and Sixty Million No/100 Dollars ($360,000,000) (the “Loan”5,500,000.00) executed by Mortgagor and certain other parties, as borrowers Grantor (“Borrowers”the "Revolving Credit Note"), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Term Note of even date herewith in the stated principal amount of Eight Million and No/100 Dollars (collectively, as $8,000,000.00) executed by Grantor (the same may be amended, restated or replaced from time to time, the “"Term Note”"); and (b) Payment and performance of all covenants and obligations of Mortgagor Grantor under this MortgageDeed of Trust; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Grantor under that certain Amended and Restated Credit Agreement of even date herewith by and Consolidated Loan Agreement between Grantor and Beneficiary, as lender (as the same may be amended, restated or replaced from time to time, “"Loan Agreement”"), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligationsobligations of Grantor pursuant to any other documents executed in connection with the loans evidenced, if anygoverned or secured by the Revolving Credit Note and the Term Note (collectively, of any rider attached as an Exhibit to this Mortgage; the "Note") or the Loan Agreement (collectively, the "Loan Documents"), and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property Grantor may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeBeneficiary, when such future advance or obligation is evidenced by a writing signed by Grantor which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (gf) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage the foregoing mortgage, conveyance, grant and assignment and those set forth in Articles 3 and 4 hereof and elsewhere herein for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment a. Full and punctual payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and; (b) b. Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; andMortgage including, without limitation, indemnification obligations and advances made to protect the Property; (c) c. Payment and performance of all additional covenants and obligations on the part of Borrowers Mortgagor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and; (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) d. Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or the obligation is evidenced by a writing which recites that it is secured by this MortgageMortgage and such future advances shall at no time exceed $2,480,000.00 plus interest, attorneys’ fees, and court costs incurred in collection of amounts due hereunder; andTO THE EXTENT PROVIDED IN THE NOTE, INTEREST OR DISCOUNT WILL BE DEFERRED, ACCRUED, OR CAPITALIZED; (f) e. Payment and performance of under any swap, derivative, foreign exchange or hedge transaction or arrangement or similar transaction or arrangement howsoever described or defined at any time entered into between Mortgagor and Mortgagee in connection with the Note (“Swap Agreement”); f. All interest and charges on all covenants obligations secured hereby including, without limitation, prepayment charges, late charges and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; andloan fees; (g) g. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes; and MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 h. Payment and performance of any other obligations which are defined as “Secured Obligations” in the Note.

Obligations Secured. Mortgagor Grantor makes this Mortgage the foregoing grant and assignment and those set forth in Articles 3 and 4 hereof and elsewhere herein for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment a. Full and punctual payment to Lenders (as defined in the Loan Agreement) Grantee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and; (b) b. Payment and performance of all covenants and obligations of Mortgagor Grantor under this Mortgage; andSecurity Deed including, without limitation, indemnification obligations and advances made to protect the Property; (c) c. Payment and performance of all additional covenants and obligations on the part of Borrowers Grantor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and; (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) d. Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeGrantee, when such future advance or the obligation is evidenced by a writing which recites that it is secured by this Mortgage; andSecurity Deed; (f) e. Payment and performance of under any swap, derivative, foreign exchange or hedge transaction or arrangement or similar transaction or arrangement howsoever described or defined at any time entered into between Grantor and Grantee in connection with the Note (“Swap Agreement”); f. All interest and charges on all covenants obligations secured hereby including, without limitation, prepayment charges, late charges and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; andloan fees; (g) g. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.; and h. Payment and performance of any other obligations which are defined as “Secured Obligations” in the Note. DEED TO SECURE DEBT (GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113573/Store No. 523

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment The pledge, assignment and security interest granted herein to Lenders the Secured Party shall secure: (1) payment and performance of the Obligations (as defined in the Loan Agreement) of the Borrowers to Secured Party; (2) payment and performance of any and all sums at any time owing presently existing or hereafter arising debts, liabilities, or obligations of the Sellers to the Secured Party arising under one or more secured promissory notes this Agreement; and (initially dated January 27, 2011, 3) all costs and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made expenses incurred by Secured Party in the aggregate principal amount collection of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred foregoing, including attorneys' fees and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith expenses (collectively, as the same may be amended, restated or replaced from time to time, the “Note”"Secured Obligations"); and. (b) Payment In the furtherance of the pledge, assignment and performance security interest granted herein Sellers agree to: (1) deliver the original of all covenants the Note to the Secured Party; (2) endorse the Note indicating the pledge of the Note to Secured Party; and obligations (3) execute a notice to the Escrow Agent of Mortgagor under this Mortgage; andthe assignment of Sellers' interest in the Escrow Account and the proceeds and distributions thereof and therefrom in the form of the notice attached hereto and marked Exhibit "C", (c) Payment So long as: (1) no Default or Event of Default has occurred and performance of all covenants and obligations on is continuing under the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement or Loan Documents; (as 2) Borrower has not, within ten (10) days after receipt from Secured Party of written notice of such Default or Event of Default and Secured Party's intent not to deliver to Borrower any and all sums received by Secured Party by way of proceeds of the same may be amendedNote or distributions from the Escrow Account, restated cured such Default or replaced from time to timeEvent of Default; and, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined 3) there is current availability based upon the borrowing base formula in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), : Secured Party agrees to deliver to Borrower any and all other “Loan Documents” as defined in sums received by Secured Party by way of proceeds of the Loan Agreement; andNote or distributions from the Escrow Account. The availability calculation under the borrowing base formula shall not be affected by any amounts received by Coast or MAI from the Note or the Escrow Account. (d) Payment Secured Party agrees to endorse the Note back to Sellers and performance of all covenants and obligations, if any, of any rider attached as to notify the Escrow Agent that Secured Party no longer has an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined interest in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of Escrow Account upon the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesSecured Obligations having been indefeasibly paid to Coast.

Obligations Secured. Mortgagor makes this Mortgage for the ------------------- purpose of securing the following obligations (“collectively, the "Secured Obligations”"): (a) Payment to Lenders when due, whether at stated maturity (which is June 18, 2003), by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), of: (i) the principal sum which is, at any time, advanced and unpaid under the Credit Facility (as defined in the Loan Credit Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27), 2011, and maturing on January 27, 2016 (subject not to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three exceed One Hundred and Sixty Million Dollars ($360,000,000100,000,000.00) at any one time, all on a reducing revolving line of credit basis; (ii) interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the “Loan”) executed by Credit Facility (all including, without limitation, interest and other charges that would accrue on such obligations, but for the filing of a petition in bankruptcy with respect to Empress Entertainment, Inc., a Delaware corporation, Empress Casino Joliet Corporation, an Illinois corporation, Mortgagor and certain other parties(collectively, as borrowers (“"Borrowers”"), from time or any of them; and (iii) any other obligations of Borrowers, or any of them, under the RLC Note referred to time in connection with below; all according to the Loan Agreementterms of a Revolving Credit Promissory Note executed concurrently, or substantially concurrent, herewith which is made by Borrowers and is payable to the order of one Mortgagee according to the tenor and effect of said Revolving Credit Promissory Note, and all renewals, extensions, amendments, restatements, replacements, substitutions and other modifications thereof (hereinafter collectively referred to as the "RLC Note"). (b) Payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or more Lendersotherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, including11 U.S.C. (S) 362(a)), without limitation of: (i) the principal sum which is, at any replacement Note executed pursuant time, advanced and unpaid under the Swingline Facility (as defined in the Credit Agreement), not to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two exceed Five Million Dollars ($372,000,0005,000,000.00) and at any one time, all on a revolving line of credit basis; (ii) any replacement Note executed pursuant to Section 3.4 of interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement Swingline Facility (all including, without limitation, interest and other charges that certain Second Amended would accrue on such obligations, but for the filing of a petition in bankruptcy with respect to Borrowers, or any of them); and Restated (iii) any other obligations of Borrowers, or any of them, under the S/L Note referred to below; all according to the terms of a Swingline Note executed concurrently, or substantially concurrent, herewith which is made by Borrowers and Consolidated Secured Promissory Note is payable to the order of even date herewith Mortgagee according to the tenor and effect of said Swingline Note, and all renewals, extensions, amendments, restatements, replacements, substitutions and other modifications thereof (collectively, hereinafter referred to as the same may be amended"S/L Note", restated or replaced from time and together with the RLC Note, collectively referred to time, as the “Note”"Notes"); and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and. (c) Payment and performance of all covenants every obligation, warranty, representation, covenant, promise and obligations on the part agreement of Borrowers under Borrowers, or any of them, contained in that certain Amended Certificate and Restated Indemnification Regarding Hazardous Substances, together with all extensions, renewals, amendments, restatements and Consolidated Loan Agreement (as the same may other modifications thereof, which is executed by Empress Entertainment, Inc. and Mortgagor concurrently, or substantially concurrent, herewith and which is to be amendedexecuted by Empress Casino Joliet Corporation on or before July 31, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and1998. (d) Payment and performance of all covenants every obligation, covenant, promise and obligationsagreement of Mortgagor herein contained or incorporated herein by reference, if any, including any sums paid or advanced by Mortgagee or any of any rider attached as an Exhibit the Banks (which are defined below) pursuant to this Mortgage; andthe terms hereof. (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principalexpenses and costs incurred or paid by Mortgagee or any of the Banks in the preservation and enforcement of the rights and remedies of Mortgagee and the duties and liabilities of Mortgagor hereunder, surety including, but not by way of limitation, reasonable attorney's fees, court costs, witness fees, expert witness fees, collection costs, and reasonable costs and expenses paid by Mortgagee or guarantor) any of the Banks in performing for the benefit Mortgagor's account any obligation of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; andsaid Mortgagor. (f) Payment and performance of all covenants and obligations of Borrowers (any sums which may hereafter be owing by Borrowers, or any of them) , to any of the Banks or any of their affiliates, under (i) the Existing Swap and (ii) terms of any interest rate swap agreement, interest rate cap agreement, basis swap agreement, forward rate agreement, interest collar agreement or interest floor agreement to which Borrowers, or any of them, may be a party, or under any other Swap Agreement (as such terms are defined in the Loan Agreementagreement or arrangement to which Borrowers, or any of them, may be a party, which agreement in each case is evidenced by a writing that recites it is designed to protect Borrowers, or any of them, against fluctuations in interest rates or currency exchange rates with respect to any indebtedness secured by this Deed of Trust; andthe Mortgage. (g) All modificationsPayment of additional sums and interest thereon which may hereafter be loaned to Borrowers, extensions and renewals of or any of them, pursuant to the obligations secured herebyCredit Agreement when evidenced by a promissory note or notes which recite that this Mortgage is security therefor. (h) Performance and payment of every obligation, however evidencedwarranty, includingrepresentation, without limitation: covenant, agreement and promise of Borrowers, or any of them, contained in that certain Credit Agreement (ithe "Original Credit Agreement") executed concurrently, or substantially concurrent, herewith by Borrowers, the Lenders therein named (each, together with their respective successors and assigns, individually referred to herein as a "Lender" and collectively referred to herein as the "Lenders"), the Swingline Lender therein named (together with its successors and assigns, referred to herein as the "Swingline Lender"), the L/C Issuer therein named (together with its successors and assigns, referred to herein as the "L/C Issuer"), and Xxxxx Fargo Bank, National Association, as administrative and collateral agent for the Lenders, the Swingline Lender and the L/C Issuer (referred to herein, in such capacity, together with its successors and assigns, as the "Agent Bank" and together with the Lenders, the Swingline Lender and the L/C Issuer, collectively referred to herein as the "Banks"), as well as performance and payment of every obligation, warranty, representation, covenant, agreement and promise of Borrowers, or any of them, contained in all extensions, renewals, amendments, restatements and other modifications of the required principal payment dates or interest payment dates or bothOriginal Credit Agreement (with the Original Credit Agreement, as so extended, renewed, amended, restated, substituted and/or otherwise modified being collectively referred to herein as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes"Credit Agreement").

Obligations Secured. Mortgagor makes this Mortgage for The obligations secured hereby are the purpose of securing the following obligations (“Secured Obligations”): payment and performance of: (a) Payment to Lenders all present and future Indebtedness of Vicon Industries, Inc. (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “LoanDebtor”) executed by Mortgagor and certain other partiesPledgor to Lender, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, all Indebtedness governed or evidenced by that certain Second Amended and Restated and Consolidated Secured Promissory Note Term Loan Agreement of even date herewith (collectivelyherewith, as the same may be amendedby and between Lender and Borrower, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to timetime amended, restated, extended, supplemented or otherwise modified, the “Loan Agreement”), dated January 27, 2011, by ; (b) all obligations of Pledgor and among Borrowers, Mortgagee, rights of Lender under this Agreement; and Lenders (as defined c) all present and future obligations of Pledgor and Debtor to Lender of other kinds. The word "Indebtedness" is used herein in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), its most comprehensive sense and includes any and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment advances, debts, obligations and performance liabilities of all covenants Debtor and obligationsPledgor, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) , heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under (i) the Existing Swap any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and (ii) any other Swap Agreement (as whether Pledgor may be liable individually or jointly with others, or whether recovery upon such terms are defined in Indebtedness may be or hereafter becomes unenforceable. Pledgor hereby acknowledges that but for Pledgor’s execution of this Agreement, Lender would not execute the Loan AgreementAgreement and consummate the transactions contemplated thereby. Pledgor is a wholly owned subsidiary TeleSite U.S.A. Inc., which agreement is evidenced by a writing wholly owned subsidiary of Debtor, and Pledgor will materially benefit from the Loan Agreement and transactions contemplated thereby. Pledgor acknowledges that recites it is secured by has received adequate consideration for its pledges, obligations, covenants, and other terms contained in this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesAgreement.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“"Secured Obligations”"): (a) a. Payment to Lenders (as defined in the Loan AgreementAgreement (as defined below) and as identified on Exhibit B attached hereto) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) evidencing the Loan executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) b. Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) c. Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “"Loan Agreement”"), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement)Lenders, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) d. Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) e. Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this MortgageMortgage up to a maximum additional indebtedness of $372,000,000.00; and (f) f. Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of TrustMortgage; and (g) g. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor a. Trustor makes this Mortgage grant, transfer and assignment of the Property for the purpose of securing the prompt and punctual payment and performance of the following liabilities, obligations and indebtedness (“collectively, the "Secured Obligations”"): (ai) Payment all liabilities, obligations and indebtedness (including principal, interest, fees and other charges) due and owing or to Lenders become due and owing by Trustor, whether jointly, severally or jointly and severally, to Beneficiary arising under or in connection with that certain Third Amended and Restated Credit Agreement of even date herewith (the "Credit Agreement") by and among Matrix Service Company, a Delaware corporation, Trustor and others as borrowers and Beneficiary as lender, or any of the "Loan Documents" (as such term is defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, Credit Agreement and maturing on January 27, 2016 (subject to extension in accordance used hereinafter with the Loan Agreement referenced below)same meaning) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreementdelivered thereunder, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended all principal, interest, liabilities, obligations and Restated and Consolidated Secured Promissory Note indebtedness from time to time arising under or evidenced by (A) the "Revolving Note" referred to in the Credit Agreement in the maximum principal amount of even date herewith $20,000,000.00 (collectivelythe same, as the same may be amended, restated modified, increased or replaced extended from time to time, together with any promissory notes accepted in renewal, substitution or replacement thereof or therefor, is hereinafter called the “"Revolving Note”"); and , (bB) Payment and performance the "Term Note" referred to in the Credit Agreement in the amount of all covenants and obligations of Mortgagor under this Mortgage; and $5,900,000.01 (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (same, as the same may be amended, restated modified, increased or replaced extended from time to time, “Loan Agreement”together with any promissory notes accepted in renewal, substitution or replacement thereof or therefor, is hereinafter called the "Term Note"), dated January 27and (C) any "Acquisition Note" from time to time delivered pursuant to the Credit Agreement (the same, 2011as amended, by modified, increased or extended from time to time, together with any promissory notes accepted in renewal, substitution or replacement thereof or therefor, are hereinafter collectively called the "Acquisition Notes"; the Revolving Note, the Term Note and among Borrowersany Acquisition Notes are hereinafter collectively called the "Notes"); (ii) all other currently existing liabilities, Mortgageeobligations and indebtedness of Trustor to Beneficiary or any affiliate of Beneficiary, and Lenders including, without limitation, (A) all "Reimbursement Obligations" (as such term is defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Credit Agreement), and (B) any and all other “Loan Documents” obligations, contingent or otherwise, of Trustor to Beneficiary arising under or in connection with any "Rate Management Transactions" (as such term is defined in the Loan Credit Agreement); (iii) any sums which may hereafter be advanced by Beneficiary under the terms hereof; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (iiiv) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, and all extensions and renewals of any of the obligations secured herebyforegoing. b. This Deed of Trust is also executed and delivered by Trustor to secure Trustor's prompt and punctual performance and observance of and compliance with all covenants, however evidenced, including, without limitation: (i) modifications conditions and agreements contained herein. c. If Trustor shall pay all of the required principal payment dates Secured Obligations arising under or evidenced by the Term Note in accordance with its terms and shall punctually perform and comply with and observe all the covenants, conditions and agreements contained herein, and if no Event of Default shall have occurred under the terms of the Credit Agreement, then, and in that event only, this Deed of Trust shall be and become null and void, and the Property shall be reconveyed of record in accordance with Section 34 hereof, at the cost of Trustor. d. All persons who may have or acquire an interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a noteProperty shall be deemed to have notice of, and shall be bound by, the modification, extension or renewal is evidenced by a new or additional promissory note or notesterms of the Loan Documents and each of the Secured Obligations.

Obligations Secured. Mortgagor makes this Mortgage for The security interest granted herein is given to secure all present and future obligations of Debtor: (i) under the purpose 1998 Revolving Credit Agreement dated as of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27December 7, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties1998, as borrowers (“Borrowers”), amended from time to time in connection with between the Loan Debtor and First National Bank of Omaha, FNB-W, Norwest, First of Chicago, U.S. Bank, Dresdner, Mercantile, Montreal, LaSalle, and NBC; (ii) under the 1997 Revolving Credit Agreement dated as of February 26, 1997, as amended from time to time between the Debtor and First National Bank of Omaha, and the other Lenders named therein; (iii) under the 1997 Term Credit Agreement, dated as of February 26, 1997, between the Debtor and payable First National Bank of Omaha, and the other Lenders named therein, which agreement further amends and restates the 1996 Term Credit Agreement dated as of May 3, 1996 among such parties; (iv) under the 1996 Revolving Credit Agreement dated as of June 28, 1996 as amended from time to time between the order Borrower, First National Bank of Omaha, and the other Lenders named therein; (v) under the 1995 Restated Loan Agreement dated as of June 29, 1995, as amended from time to time between the Borrower and First National Bank of Omaha, and the other Lenders named therein; (vi) under the 1993 Restated Loan Agreement dated as of November 8, 1993, as amended from time to time, between Debtor and First National Bank of Omaha, and other Lenders named therein; (vii) under any interest rate protection agreement entered into by Debtor with one or more Lenders; (viii) under any and all Notes previously, including, without limitation (i) any replacement Note executed now or hereafter made by Debtor to the Lenders pursuant to Section 2.15 any of the foregoing Loan Agreement in connection with an increase Agreements and interest rate protection agreements (all of which are referred to herein as the "Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000Agreements") and (ii) or any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement predecessor loan agreements, including, without limitation, that certain Second Amended the Existing Term Notes and Restated and Consolidated any notes given in extension, renewal or substitution of the Notes; (ix) to reimburse the Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of Party for all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligationssums, if any, of any rider attached as an Exhibit advanced to this Mortgageprotect the Collateral; and and (ex) Payment to reimburse Secured Party for all costs and performance of all future advances and other obligations that the then record owner of all or part expenses incurred in collection of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidencedforegoing, including, without limitation: (i) modifications , costs of repossession and sale and reasonable attorneys' fees. This Security Agreement shall not be deemed to extinguish existing indebtedness of the required principal payment dates Debtor under any of the agreements referenced in this Section 3 or interest payment dates any of the notes issued thereunder or bothto release, as terminate or affect the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate priority of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesany security therefor.

Obligations Secured. Mortgagor makes this Mortgage for The Agent and the purpose Lenders have agreed to establish credit facilities in the aggregate amount of securing $61,500,000 (hereinafter the following obligations loans and extensions of credit thereunder may be called the "Loans") in favor of the Borrower pursuant to the terms of those certain credit agreements dated as of the date hereof among the Borrower, each of the Borrower's Domestic Subsidiaries (“Secured Obligations”): the Borrower's Domestic Subsidiaries, individually a "Guarantor" and collectively the "Guarantors"), the Agent and the Lenders, one in the amount of $55,000,000 (athe "Credit Agreement") Payment to Lenders and one in the amount of $6,500,000 (the "Working Capital Credit Agreement") (as amended, modified, supplemented, extended, renewed or replaced from time to time, collectively the "Credit Agreements"; terms used but not otherwise defined herein shall have the meanings provided in the Loan Credit Agreement) of all sums at any time owing under one or more secured and as evidenced by (i) those revolving credit promissory notes (initially of the Borrower dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with as of the Loan Agreement referenced below)) made date hereof in the aggregate principal amount of Three Hundred $17,500,000 and Sixty Million Dollars having maturity dates of April 29, 2001 ($360,000,000) (as referenced and defined in the “Loan”) executed by Mortgagor and certain other partiesCredit Agreement, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated modified, supplemented, extended, renewed or replaced from time to time, the “Note”"Revolving Notes"); and , (bii) Payment those revolving credit promissory notes of the Borrower dated as of the date hereof in the aggregate principal amount of $6,500,000 and performance having maturity dates of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement April 29, 2001 (as referenced and defined in the same may be Credit Agreement, as amended, restated modified, supplemented, extended, renewed or replaced from time to time, “Loan Agreement”the "Working Capital Revolving Notes"), (iii) those Tranche A term loan promissory notes of the Borrower dated January 27as of the date hereof in the aggregate principal amount of $20,000,000 and having maturity dates of April 29, 2011, by and among Borrowers, Mortgagee, and Lenders 2001 (as referenced and defined in the Loan Credit Agreement), as amended, modified, supplemented, extended, renewed or replaced from time to time, the Hazardous Materials Indemnity Agreement "Tranche A Term Loan Notes") and (iv) those Tranche B term loan promissory notes of the Borrower dated as of the date hereof in the aggregate principal amount of $17,500,000 and having maturity dates of October 29, 2003 (as referenced and defined in the Credit Agreement, as amended, modified, supplemented, extended, renewed or replaced from time to time, the "Tranche B Term Loan AgreementNotes") (hereinafter the Revolving Notes, the Working Capital Revolving Notes, the Tranche A Term Loan Notes and the Tranche B Term Loan Notes may be referred to as the "Notes"), and (v) all other “Loan Documents” as defined documents executed in connection with the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesNotes.

Obligations Secured. Mortgagor makes This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this Mortgage or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the purpose other secured parties. The Obligations include, without limitation, all indebtedness and obligations of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (Debtor evidenced by that certain Promissory Note dated even date herewith made by Debtor as defined in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and maker payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of Secured Party as payee in the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars up to $1,500,350.00 ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may hereafter be modified or amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance . Secured Party may also be the beneficiary of all covenants and obligations an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement Secured Party (as the same hereafter may be amendedamended or modified, restated the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or replaced from time hereafter arising owed or owing by Debtor to timeSecured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Loan AgreementNote Indebtedness”), dated January 27and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, 2011whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and among Borrowersbetween Secured Party and any assignee or transferee (any such assignee or transferee, Mortgagee, and Lenders (as defined in the Loan Agreementan “Assignee”), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement)Note, and all other “Loan Documents” as defined the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, event of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all such assignment or part of the Subject Property may agree to pay and/or perform (whether as principaltransfer, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other Swap Agreement (party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such terms are defined capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Loan AgreementOther Indebtedness shall constitute a default under the Note Indebtedness, which agreement is evidenced and any default by Debtor under the Note Indebtedness shall constitute a writing default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations entities identified as a secured hereby, however evidenced, including, without limitation: (i) modifications of party hereunder may serve as collateral agent for the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesother secured parties hereunder.

Obligations Secured. Mortgagor Trustor makes this Mortgage Deed of Trust for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan AgreementAgreement (as defined below)) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor Trustor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor Trustor under this MortgageDeed of Trust; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, MortgageeBeneficiary, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this MortgageDeed of Trust; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeBeneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this MortgageDeed of Trust; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.”

Obligations Secured. Mortgagor makes this This Mortgage for is given to secure the purpose payment and performance of securing the following indebtedness and obligations (the “Secured Obligations”):), in such order of priority as Mortgagee may elect: (a1) Payment to Lenders (as defined of an indebtedness in the Loan Agreement) maximum principal sum of all sums at any time owing under one or more secured promissory notes up to (initially dated January 27$ ), 2011with interest thereon (the “[{Alpine Valley}, {Mount Snow}, {JFBB}, {Boston Xxxxx/Brandywine}] Loan”), according to the terms of the Note, which Note is by this reference made a part hereof, and maturing on January 27any and all extensions, 2016 (subject to extension modifications, substitutions, replacements or renewals thereof and judgments in accordance with enforcement thereof, and the Loan Agreement referenced below)) made performance and discharge of each and every obligation of Mortgagor set forth in the aggregate Note, including any additional advances to Mortgagor thereunder; (2) [Payment of an indebtedness in the maximum principal amount sum of Three Hundred up to ($ ), with interest thereon (the “Alpine Valley Loan”), according to the terms of a certain Amended and Sixty Million Dollars Restated Promissory Note ($360,000,000Alpine Valley) dated , 20 , made by Peak and Sycamore Lake, Inc., to EPT Ski Properties, Inc. (the “Alpine Valley Note”), which Alpine Valley Note is by this reference made a part hereof, and any and all extensions, modifications, substitutions, replacements or renewals thereof and judgments in enforcement thereof, and the performance and discharge of each and every obligation of Mortgagor set forth in the Alpine Valley Note, including any additional advances to Mortgagor thereunder; (3) Payment of an indebtedness in the maximum principal sum of up to ($ ), with (4) Payment of an indebtedness in the maximum principal sum of up to ($ ), with interest thereon (the “JFBB Loan”), according to the terms of a certain Amended and Restated Promissory Note (Xxxx Frost/Big Boulder) dated , 20 , made by Peak and JFBB Ski Areas, Inc., to EPT Ski Properties, Inc. (the “JFBB Note”), which JFBB Note is by this reference made a part hereof, and any and all extensions, modifications, substitutions, replacements or renewals thereof and judgments in enforcement thereof, and the performance and discharge of each and every obligation of Mortgagor set forth in the JFBB Note, including any additional advances to Mortgagor thereunder; (5) Payment of an indebtedness in the maximum principal sum of up to ($ ), with interest thereon (the “Mount Snow Loan”), according to the terms of a certain Amended and Restated Promissory Note (Mount Snow Ski Resort) dated , 20 , made by Peak and Mount Snow, Ltd., to EPT Mount Snow, Inc. (the “Mount Snow Note”), which Mount Snow Note is by this reference made a part hereof, and any and all extensions, modifications, substitutions, replacements or renewals thereof and judgments in enforcement thereof, and the performance and discharge of each and every obligation of Mortgagor set forth in the Mount Snow Note, including any additional advances to Mortgagor thereunder] (the Alpine Valley Loan, the Boston Xxxxx/Brandywine Loan, the JFBB Loan, and the Mount Snow Loan are hereafter collectively referred to as the “Loan”) executed by Mortgagor , and certain other partiesthe Alpine Valley Note, the Boston Xxxxx/Brandywine Note, the JFBB Note, and the Mount Snow Note are hereafter collectively referred to as borrowers (the “BorrowersNotes”); (6) Payment to Mortgagee of all other sums, from time with interest thereon, becoming due or payable under the provisions hereof, and under the provisions of any and all other instruments, agreements and documents evidencing, securing or otherwise relating to time any of the obligations secured by this Mortgage, including the instruments, agreements and documents executed in connection with the Loan Agreement(all of such other instruments, agreements and payable to the order of one or more Lendersdocuments, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection together with the joinder of additional Borrowers Notes, any and all other documents which Borrowers, or any other party or parties have executed and delivered, or may hereafter execute and deliver, to evidence, secure or guarantee the Loan Agreement includingobligations evidenced by such documents, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectivelyor any part thereof, as the same may be amended, restated or replaced from time to timetime be extended, amended, restated, supplemented or otherwise modified, including without limitation, the Loan Agreement (collectively, the “NoteLoan Documents”); and), or any Related Agreement (as hereinafter defined); (b7) Payment Due, prompt and complete observance and performance of all covenants each and obligations every obligation, covenant and agreement of Mortgagor under this Mortgage; andBorrowers contained herein or in the Notes, or in any of the other Loan Documents and Related Agreements; (c) Payment and performance 8) The payment of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (such additional sums with interest thereon as the same may be amendedhereafter borrowed from Mortgagee, restated its successors or replaced from time to time, “Loan Agreement”), dated January 27, 2011assigns, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part owners of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, Land when such future advance or obligation is evidenced by a writing another promissory note or notes, which recites that it by the terms thereof is or are secured by this Mortgage; and (f9) Payment The payment and performance of any and all covenants other indebtedness, obligations and liabilities of any kind, of Mortgagor to Mortgagee, now or hereafter existing, absolute or contingent, joint and/or several, due or not due, secured or unsecured, or direct or indirect, including indebtedness, obligations and liabilities to Mortgagee of Borrowers (Mortgagor as a member of any partnership, syndicate, association or other group and whether incurred by Mortgagor as principal, surety, endorser, guarantor, accommodation party or otherwise and any obligations which give rise to an equitable remedy for breach of them) under (i) performance if such breach gives rise to an obligation by Mortgagor to pay Mortgagee, provided that the Existing Swap and (ii) evidence of any other Swap Agreement (as such terms are defined in the Loan Agreementindebtedness, which agreement is evidenced by obligation or liability contains a writing written provision that recites it is to be secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesMortgage.

Obligations Secured. Mortgagor makes this Mortgage The aforesaid security interest is granted by Debtor as security for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders the payment of the Time Balance (as defined set forth in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000Schedule) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment payment and performance of all covenants other indebtedness and obligations now or hereafter owing by Debtor to Secured Party, of Mortgagor any and every kind and description under this Mortgage; and the Agreement evidenced by such Loan Schedule, and any and all renewals and extensions of the foregoing, and all interest, fees, charges, expenses and attorneys' fees accruing or incurred in connection with any of the foregoing (call of which Time Balance, indebtedness and obligations are hereinafter referred to as the "Liabilities") Payment and (b) the payment and performance of all covenants other indebtedness and obligations now or hereafter owing by Debtor to Secured Party, of any and every kind and description, howsoever arising or evidenced including without limitation those arising under other Loan Schedules, (all of which indebtedness and obligations are hereinafter referred to as the "Other Liabilities"). Subject to Paragraph 16, any nonpayment of any installment or other amounts within ten days of when due hereunder shall result in the obligation on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement Debtor promptly to pay also an amount equal to five percent (as the same may be amended, restated or replaced from time to time, “Loan Agreement”5%), dated January 27(or the maximum rate permitted by law, 2011whichever is less) of the installment or other amounts overdue. 4. DISCLAIMER OF WARRANTIES. DEBTOR ACKNOWLEDGES THAT SECURED PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. Secured Party shall not be liable to Debtor for any loss, damage or expense of any kind or nature caused, directly or indirectly, by any Equipment secured hereunder or the use or maintenance thereof or the failure of operation thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repairs, service or adjustment, or by any interruption of service or loss of use thereof or for any loss of business howsoever caused. The Equipment shall be shipped directly to Debtor by the supplier thereof and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit Debtor agrees to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all accept such delivery. No defect or part unfitness of the Subject Property may agree to pay and/or perform (whether as principalEquipment, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or nor any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.failure or

Obligations Secured. Mortgagor makes this Mortgage the foregoing mortgage, conveyance, grant and assignment and those set forth in Articles 3 and 4 hereof and elsewhere herein for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment a. Full and punctual payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and; (b) b. Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; andMortgage including, without limitation, indemnification obligations and advances made to protect the Property; (c) c. Payment and performance of all additional covenants and obligations on the part of Borrowers Mortgagor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and; (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) d. Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or the obligation is evidenced by a writing which recites that it is secured by this MortgageMortgage and such future advances shall at no time exceed $2,740,000.00 plus interest, attorneys’ fees, and court costs incurred in collection of amounts due hereunder; andTO THE EXTENT PROVIDED IN THE NOTE, INTEREST OR DISCOUNT WILL BE DEFERRED, ACCRUED, OR CAPITALIZED; (f) e. Payment and performance of under any swap, derivative, foreign exchange or hedge transaction or arrangement or similar transaction or arrangement howsoever described or defined at any time entered into between Mortgagor and Mortgagee in connection with the Note (“Swap Agreement”); f. All interest and charges on all covenants obligations secured hereby including, without limitation, prepayment charges, late charges and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; andloan fees; (g) g. All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes; and MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 h. Payment and performance of any other obligations which are defined as “Secured Obligations” in the Note.

Obligations Secured. Mortgagor Trustor makes this Mortgage Deed of Trust for the purpose of securing the following obligations (“"Secured Obligations”"): (a) Payment to Lenders (as defined in the Loan AgreementAgreement (as defined below)) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor Trustor and certain other parties, as borrowers (“"Borrowers”"), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor Trustor under this MortgageDeed of Trust; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “"Loan Agreement”"), dated January 27, 2011, by and among Borrowers, MortgageeBeneficiary, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this MortgageDeed of Trust; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeBeneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this MortgageDeed of Trust; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.”

Obligations Secured. Mortgagor makes this Mortgage grant and assignment for the purpose of securing the following obligations (each, a “Secured Obligation” and collectively, the “Secured Obligations”): (a) Payment payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing and performance of all other obligations arising under one or more secured in connection with that certain promissory notes note (initially “Note”) dated January 27as of July 21, 20112009, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred Twenty Five Million and Sixty Million N0/100 Dollars ($360,000,000) (the “Loan”) 25,000,000), with interest as provided therein, executed by Mortgagor and certain payable to Mortgagee or its order, together with the payment and performance of any other parties, as borrowers (“Borrowers”), from time to time indebtedness or obligations incurred in connection with the Loan Agreementcredit accommodation evidenced by the Note, and payable to the order of one whether or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”)not specifically referenced therein; and (b) Payment payment and performance of all covenants and obligations of Mortgagor under this Mortgage, together with all advances, payments or other expenditures made by Mortgagee as or for the payment or performance of any such obligations of Mortgagor; and (c) Payment payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amendedobligations, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgageeif any, and Lenders (as defined in the Loan Agreement)contracts under which they arise, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), which any rider attached to and all other “Loan Documents” as defined in the Loan Agreementrecorded with this Mortgage recites are secured hereby; and (d) Payment payment to Mortgagee of all liability, whether liquidated or unliquidated, defined, contingent, conditional or of any other nature whatsoever, and performance of all covenants and other obligations, if anyarising under any swap, of derivative, foreign exchange or hedge transaction or arrangement (or other similar transaction or arrangement howsoever described or defined) at any rider attached as an Exhibit to this Mortgagetime entered into with Mortgagee in connection with any Secured Obligation; and (e) Payment payment and performance of all future advances (whether obligatory or to be made at the option of Mortgagee, or otherwise) made by Mortgagee, to the same extent as if such future advances were made on the date of execution of this Mortgage, and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when any such future advance or other obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, Secured Obligations (including without limitation: , (i) modifications modifications, extensions or renewals at a different rate of interest, or (ii) deferrals or accelerations of the required principal payment dates or interest payment dates or both, as the case may bein whole or in part), deferring or accelerating payment dates wholly or partly; or (ii) modificationshowever evidenced, extensions or renewals at a different rate of interest whether or not in the case of a note, the any such modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”) of even date herewith, in the principal amount of One Hundred Million Dollars ($100,000,000) executed by Xxxxxxxxx and certain other parties, as borrowers (“Borrowers”), and payable to the order of Mortgagee, as lender; and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Borrower under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, ) of even date herewith by and among between Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan AgreementAgreement ; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and Xxxxxxxxx hereby acknowledges and agrees that this Mortgage is given to secure advances that may be made by Mortgagee and obligations that may be incurred by Xxxxxxxxx in addition and subsequent to the advances evidenced by the Note; and (f) Payment and performance of all covenants and obligations of Borrowers (Mortgagor under any interest rate swap agreement, or other interest rate hedge agreement of any of them) under (i) the Existing Swap type executed by and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreementbetween Mortgagor and Mortgagee, which agreement is evidenced by a writing which recites that recites it is secured by this Deed of TrustMortgage; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. Mortgagor makes this Mortgage for The grants, assignments and transfers made in Sections 1.1 and 1.2 secure, in such order of priority as Beneficiary, in its absolute discretion, may determine, the purpose due, prompt and complete payment, performance, observance and satisfaction by Trustor of securing all of its obligations, covenants, agreements and conditions under all of the following obligations (collectively, the “Secured Obligations”): 1.3.1 that certain Guaranty Agreement (athe “Trustor Guaranty”) Payment to Lenders of even date herewith, made by Trustor in favor of Beneficiary in respect of (as defined i) that certain Senior Secured Note (Deferred Payment), in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate original principal amount of Three Hundred and Sixty Million Dollars $4,250,000, of even date herewith made by Eagle Mountain Acquisition LLC ($360,000,000“Borrower”) to Beneficiary (the “Loan”) executed by Mortgagor and certain other parties, as borrowers (“BorrowersSenior Note”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Junior Secured Promissory Note Note, in the original principal amount of $19,000,000, of even date herewith made by Borrower to Beneficiary (collectivelythe “Junior Note,” and, as together with the same may be amended, restated or replaced from time to timeSenior Note, the “NoteNotes”); and (b) Payment and performance 1.3.2 this Deed of Trust, including all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligationsadditional advances, if any, made by Beneficiary under this Deed of any rider attached as an Exhibit to Trust. NOTWITHSTANDING ANY OTHER PROVISION OF THIS DEED OF TRUST OR ANY PROVISION OF THE TRUSTOR GUARANTY OR ANY OTHER TRANSACTION AGREEMENT TO THE CONTRARY, this Mortgage; and (e) Payment Deed of Trust does not, and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principalshall not be deemed to, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under secure (i) the Existing Swap and obligations of the Borrower under either of the Notes or any other obligation of the Borrower guaranteed by Trustor pursuant to the Trustor Guaranty (the obligations so guaranteed by Trustor, the “Guaranteed Obligations”), or (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals obligation of any person other than Trustor in respect of all or any portion of the Guaranteed Obligations, including but not limited to the obligations of any person other than Trustor under any other guaranty of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of guaranteed by the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notesGuaranteed Obligations.

Obligations Secured. Mortgagor Grantor makes this Mortgage Security Deed for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan AgreementAgreement (as defined below)) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, 2011 and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars ($360,000,000) (the “Loan”) executed by Mortgagor Grantor and certain other parties, as borrowers (“Borrowers”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectively, as the same may be amended, restated or replaced from time to time, the “Note”); and (b) Payment and performance of all covenants and obligations of Mortgagor Grantor under this MortgageSecurity Deed; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”), dated January 27, 2011, by and among Borrowers, MortgageeGrantee, and Lenders (as defined in the Loan Agreement)Lenders, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this MortgageSecurity Deed; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of MortgageeGrantee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this MortgageSecurity Deed; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of TrustSecurity Deed; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.”

Obligations Secured. Mortgagor makes this Mortgage for the purpose of securing the following obligations (“Secured Obligations”): (a) Payment to Lenders (as defined in the Loan Agreement) Mortgagee of all sums at any time owing under one or more secured promissory notes that certain Promissory Note (initially dated January 27“Note”) of even date herewith, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Six Million, Nine Hundred and Sixty Million Thousand Dollars ($360,000,000) (the “Loan”6,900,000) executed by Mortgagor and certain other partiesXxxxxxxxx, as borrowers Mortgagor (“BorrowersMortgagor”), from time to time in connection with the Loan Agreement, and payable to the order of one or more Lenders, including, without limitation (i) any replacement Note executed pursuant to Section 2.15 of the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended and Restated and Consolidated Secured Promissory Note of even date herewith (collectivelyMortgagee, as the same may be amendedMortgagee, restated or replaced from time to timewhich is due on November 9, the “Note”)2008; and (b) Payment and performance of all covenants and obligations of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers Mortgagor under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, Non-Revolving) (“Loan Agreement”), dated January 27, 2011, ) of even date herewith by and among Borrowers, between Mortgagor and Mortgagee, and Lenders (as defined in the Loan Agreement)Mortgagee, the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan AgreementAgreement ; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (Mortgagor under any interest rate swap agreement, or other interest rate hedge agreement of any of them) under (i) the Existing Swap type executed by and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreementbetween Mortgagor and Mortgagee, which agreement is evidenced by a writing that recites it is secured by this Deed of TrustMortgage; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

Obligations Secured. This Mortgage is executed, acknowledged and delivered by Mortgagor makes this Mortgage for the purpose of securing to secure and enforce the following obligations (the “Secured Obligations”):) of Mortgagor: (a) Payment The obligations of Mortgagor to Lenders (as defined Mortgagee under the promissory note, dated the 21SI day of February, 2000 in the Loan Agreement) of all sums at any time owing under one or more secured promissory notes (initially dated January 27, 2011, and maturing on January 27, 2016 (subject to extension in accordance with the Loan Agreement referenced below)) made in the aggregate principal amount of Three Hundred and Sixty Million Dollars five million dollars ($360,000,000) U.S.$5,000,000), (the “LoanNote”) executed by together with interest thereon at the rate and upon the terms provided in the Note; (b) The obligations of Mortgagor and certain other parties, as borrowers Sterling Mining Company a Montana corporation (“BorrowersSterling”) to Mortgagee set out in Section 3.03 of the Asset Purchase Agreement and Sale Agreement, Xxxx Mine and Rock Creek Project effective as of February 21, 2000 (the “Purchase Agreement”) which obligations may, depending upon future events, involve a payment, in addition to the Note with value up to ten million one hundred twenty five thousand dollars (U.S. $10,125,000); (c) The other obligations of Mortgagor to Mortgagee to perform each and every term, from time to time in connection covenant and condition of the Note, together with the Loan Agreementobligations of Mortgagor to Mortgagee to perform each and every term, covenant and payable condition of this Mortgage; (d) All indebtedness, liabilities and obligations of Mortgagor to the order of one or more Lenders, including, without limitation (i) any replacement Note executed Mortgagee arising pursuant to Section 2.15 of this Mortgage or the Loan Agreement in connection with an increase of the Loan to a maximum principal amount of Three Hundred and Seventy-Two Million Dollars Note ($372,000,000) and (ii) any replacement Note executed pursuant to Section 3.4 of the Loan Agreement in connection with the joinder of additional Borrowers to the Loan Agreement including, without limitation, that certain Second Amended all costs and Restated expenses reasonably incurred by Mortgagee, including, without limitation, all legal, engineering and Consolidated Secured Promissory consulting fees, made and arising pursuant to this Mortgage or the Note or any part thereof, any renewal, extension or change of even date herewith (collectivelyor substitution for such obligations or any part thereof, as or the same may be amendedacquisition or perfection of the security therefor, restated or replaced from time to timewhether such advances, costs and expenses were made and incurred at the “Note”); and (b) Payment and performance of all covenants and obligations request of Mortgagor under this Mortgage; and (c) Payment and performance of all covenants and obligations on the part of Borrowers under that certain Amended and Restated and Consolidated Loan Agreement (as the same may be amended, restated or replaced from time to time, “Loan Agreement”Mortgagee), dated January 27, 2011, by and among Borrowers, Mortgagee, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement (as defined in the Loan Agreement), and all other “Loan Documents” as defined in the Loan Agreement; and (d) Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Mortgage; and (e) Payment All renewals, extensions, amendments and performance of all future advances and other obligations that the then record owner of changes of, or substitutions for, all or any part of the Subject Property may agree to pay and/or perform Obligations described in paragraphs (whether as principal, surety or guarantora) for the benefit through (d) of Mortgagee, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Mortgage; and (f) Payment and performance of all covenants and obligations of Borrowers (or any of them) under (i) the Existing Swap and (ii) any other Swap Agreement (as such terms are defined in the Loan Agreement, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and (g) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notessection 1.2.