Common use of Security Agreement Clause in Contracts

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders Secured Parties may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with With respect to the Service Equipment, fixtures, Contracts, Rents items of personal property and Leases. To fixtures referred to and described in the Granting Clause of this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED Mortgage and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment included as part of the Tranche A NotesCollateral, this Mortgage is hereby made and the full declared to be a security agreement encumbering each and timely performance every item of personal property and discharge fixtures now or hereafter owned by Mortgagor and included herein as a part of the Liabilities. It is the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to Trustee hereinMortgagee, as "Secured Party", a security interest in and to all of the property now or hereafter owned by Mortgagor which constitutes the personal property and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Mortgagor agrees with Beneficiary to deliver to Beneficiarythat Mortgagee may file this Mortgage, or a reproduction thereof, in form and substance reasonably satisfactory to Beneficiarythe real estate records or other appropriate index, such “Financing Statements”, as such term is used in the Codeas, and this Mortgage shall be deemed to be, a financing statement filed as a fixture filing in accordance with the laws of the State. Any reproduction of this Mortgage or of any other security agreement or financing statement executed by Mortgagor shall be sufficient as a financing statement. In addition, Mortgagor agrees to execute and deliver such further assurances to Mortgagee, upon Mortgagee's request, any other security agreement and financing statements, as Beneficiary maywell as extensions, from time to time, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary’s amendments thereof, and reproductions of this Mortgage, in such form as Mortgagee may reasonably require to perfect a security interest herein grantedwith respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and Tranche A Lenders shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may cause such statements reasonably require. Except as is provided in the Credit Agreement, and assurances except for the Permitted Encumbrances, without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to be recorded created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and filedfixtures, including any replacements and additions thereto. Upon the occurrence and continuance of an Event of Default under this Mortgage, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as such prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and places for all purposes and in all proceedings, both legal and equitable, shall be, regarded as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are or are to become fixtures; as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein granted may be obtained from either party at the address of such party is also set forth herein. For purposes This information hereof is provided in order that this Mortgage shall comply with the requirements of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth Uniform Commercial Code as enacted in the first paragraph State for instruments to be filed as financing statements. In accordance with the laws of the State, this Deed Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of Trustrecord or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This Deed With respect to the items of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within and fixtures referred to and described in the meaning of the Code, and shall evidence until the grant Granting Clause of this Deed of Trust shall terminateand included as part of the Trust Premises, this Deed of Trust is hereby made and declared to be a security agreement encumbering each and every item of personal property and fixtures now or hereafter owned by Trustor and included herein as a part of the Trust Premises, in compliance with the provisions of the Uniform Commercial Code as enacted in the State. In this respect (and notwithstanding the conveyance to the Trustee rather than directly to the Beneficiary as provided in this Deed of Trust), Trustor, as "Debtor", expressly grants to Beneficiary, as "Secured Party", a first and prior security interest under in and to all of the Code as property now or hereafter owned by Trustor which constitutes the personal property and fixtures hereinabove referred to property within and described in this Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the scope thereof and sale or other disposition thereof. Trustor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the state where real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with the Property is situated laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement executed by Trustor shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary, upon Beneficiary's request, any other security agreement and financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust, in such form as Beneficiary may reasonably require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Service EquipmentCredit Agreement, and except for the Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, Contractsincluding any replacements and additions thereto. Upon the occurrence and continuance of an Event of Default under this Deed of Trust, Rents the Beneficiary shall have and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest shall be entitled to exercise any and all of Grantor’s rightthe rights and remedies (i) as prescribed in this Deed of Trust, title or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and interest specified in said Uniform Commercial Code, all at Beneficiary's sole election. Trustor and Beneficiary agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Trustor and Beneficiary that everything located in, toon or about, under or used or intended to be used with or in connection with the use, operation or enjoyment of, the Trust Premises, which is described or reflected as a fixture in this Deed of Trust, is, and with respect to the Service Equipmentat all times and for all purposes and in all proceedings, fixturesboth legal and equitable, Contractsshall be, Rents, Leases and Proceeds to secure the full and timely payment regarded as part of the Tranche A NotesReal Estate conveyed hereby. Trustor warrants that Trustor's name, identity and the full and timely performance and discharge address are as set forth herein. The mailing address of the LiabilitiesBeneficiary from which information may be obtained concerning the security interest created herein is also set forth herein. It This information hereof is the intent of Grantor, Beneficiary and Trustee provided in order that this Deed of Trust encumber all Leases and that all items contained shall comply with the requirements of the Uniform Commercial Code as enacted in the definition of “Leases” which are included within State for instruments to be filed as financing statements. In accordance with the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions laws of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryState, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This this Deed of Trust shall also constitute remain effective as a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of filing until this Deed of TrustTrust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Premises.

Security Agreement. This Deed (a) Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust Schedule A of the Credit/Sales Agreement does not apply; (ib) Purchaser hereby grants to Seller, and Seller takes, a security interest in all Goods described on the applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder; (c) Purchaser shall execute such documents as may be construed required to give Seller’s security interest priority, as a Deed purchase money security interest or otherwise, over the interests of Trust all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on real propertyits behalf; (d) Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee; (e) Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with Seller’s written consent; (f) For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the Seller a security interest in, and (ii) shall also constitute and serve as the Seller hereby takes a “Security Agreement” on personal property within the meaning security interest in, all of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of GrantorPurchaser’s right, title and interest inin and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods; (g) For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, to, under and with respect Purchaser grants to the Service EquipmentSeller a floating charge on all Purchaser’s real, fixturesimmovable and leasehold property, Contracts, Rents, Leases both present and Proceeds future. The floating charge shall become a fixed charge when Seller proceeds to secure enforce payment; (h) Upon default hereunder the full Seller may exercise all rights and timely payment of remedies available to it under the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Personal Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor Security Act (GrantorYukon) and any similar statute in any other province or territory in Canada which affects the secured party Goods; and (Beneficiaryi) are set forth in The Seller may exercise all rights and remedies available to it under the first paragraph of this Deed of TrustBuilders Lien Act (Yukon).

Security Agreement. This Deed 7.1 To further secure the Indebtedness, Mortgagor hereby grants to Mortgagee a security interest in all of Trust (i) shall be construed Mortgagor's rights, titles and interests in and to the Mortgaged Properties insofar as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning such Mortgaged Properties consist of the Codegoods, and shall evidence until the grant of this Deed of Trust shall terminateequipment, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipmentaccounts, fixturescontract rights, Contractsgeneral intangibles, Rents and Leases. To this endinventory, Grantor GRANTS tohydrocarbons, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee goods that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures, as-extracted collateral and any and all other personal property of any kind or character defined in and subject to the provisions of the Texas Uniform Commercial Code, including the proceeds and products from any and all of such personal property (all of the foregoing being in this Article VII collectively called the "Collateral") provided that Collateral shall not include office buildings, garages, work and storage buildings at the Borrower's principal office location, office equipment and personalty related to the office, storage and garage locations, automotive equipment, mobile drilling units, equipment inventory, tanks and drilling equipment related to Borrower's contract drilling services, and the like. Upon the occurrence of any Event of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Texas Uniform Commercial Code with reference to the personal property and fixtures in which Mortgagee has been granted a security interest herein, or the Trustee or Mortgagee may proceed as to both the real and personal property covered hereby in accordance with the rights and remedies granted under this instrument in respect of the real property covered hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted Trustee or Mortgagee under any other provision of this instrument or under any other instrument executed in connection with or as security for the Notes or any of the Indebtedness. Mortgagor, as Debtor (and in this Article VII and otherwise herein called "Debtor") covenants and agrees with Mortgagee, as Secured Party (and in this Article VII and otherwise herein called "Secured Party") that: (a) To the extent permitted by law, Debtor expressly waives any notice of sale or other disposition of the Collateral and any other right or remedies of a debtor or formalities prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or remedy of Secured Party existing after default hereunder; information and to the extent any such notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor's address set out herein at least ten (10) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice. (b) Following the occurrence and during the continuance of an Event of Default, Secured Party is expressly granted the right at its option, to transfer at any time to itself or to its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Secured Party may elect. All rights to marshalling of assets of Debtor, including any such right with respect to the Collateral, are hereby waived. (c) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Collateral or any part thereof hereunder shall, in the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall be required to establish full legal propriety of the sale or other action or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action and of any fact, condition or thing incident thereto shall be presumed conclusively to have been performed or to have occurred. (d) All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorneys' fees, legal expenses and costs, shall be added to the Indebtedness and the Debtor shall be liable therefor. (e) Should Secured Party elect to exercise its rights under the Texas Uniform Commercial Code as to part of the Collateral, this election shall not preclude Secured Party or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of the Collateral. (f) Any copy of this instrument may also serve as a financing statement under the Texas Uniform Commercial Code between the Debtor, whose present address is Mortgagor's address listed on the first page of this Mortgage, and Secured Party, whose present address is Mortgagee's address listed on the first page of this Mortgage. Debtor is a Tennessee corporation whose organizational identification number is set forth on the signature page hereof. (g) So long as any amount remains unpaid on any of the Indebtedness, Debtor will not execute and there will not be filed in any public office any financing statement or statements affecting the Collateral other than financing statements in favor of Secured Party hereunder and financing statements pertaining to Permitted Encumbrances, unless the prior written specific consent and approval of Secured Party shall have first been obtained. (h) Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements, or amendment to existing financing statements, covering the Collateral, and Debtor will pay the cost of filing or recording this instrument, as a financing statement, in all public offices at any time and from time to time whenever filing or recording of any financing statement or of this instrument is reasonably deemed by Secured Party to be necessary or desirable. (i) The office where Debtor keeps Debtor's accounting records concerning the Collateral covered by this Security Agreement is Mortgagor's chief executive office and is listed on the first page of this Mortgage. 7.2 Portions of the Collateral consist of (a) oil, gas and other minerals (as-extracted collateral) produced or to be produced from the lands described in the Leases and to the accounts resulting from the sale thereof at the wellhead, or (b) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Properties, and Debtor hereby agrees that this instrument shall be filed for record in the real property records and the Uniform Commercial Code records of the counties in which the Mortgaged Properties are located as a financing statement to perfect the security interest herein granted may of Secured Party in said portions of the Collateral. The said oil, gas and other minerals and accounts will be obtained from either party financed at the address wellhead of such the oil and gas xxxxx located on the lands described in the Leases. The name of the record owner of the Mortgaged Properties is the party set forth hereinnamed herein as Mortgagor and Debtor. For purposes If allowed by applicable law, this Mortgage when filed for record in the real estate records in the county shall constitute a financing statement for Fixtures and As-Extracted Collateral, as those terms are defined in the Uniform Commercial Code. Nothing herein contained shall impair or limit the effectiveness of this document as a security agreement or financing statement for other purposes. 7.3 Debtor warrants and represents to Secured Party that, except for (a) the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph Collateral granted hereby, and (b) the Permitted Encumbrances, Debtor is the owner and holder of this Deed the Collateral free of Trustany adverse claim, security interest or encumbrance, and Debtor agrees to defend the Collateral against all other claims and demands against the same or any interest therein. Debtor further warrants and represents that there are no financing statements signed by Debtor now on file in any public office which have not been terminated or assigned to Mortgagee, except those statements true and correct copies of which have been delivered to Secured Party and financing statements pertaining to Permitted Encumbrances. 7.4 Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's attorney-in-fact (such agency being coupled with an interest), and as such attorney-in-fact, Mortgagee may, without the obligation to do so, in Mortgagee's name or in the name of Mortgagee, prepare, execute, file and record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve any of Mortgagee's security interests and rights in or to any of the Mortgaged Properties, and upon a default hereunder, take any other action required of Mortgagor.

Security Agreement. This Deed In addition to, but not in lieu of, any statutory lien which Landlord has under Florida law, including under Section 83.08, Florida Statutes, Tenant hereby grants to Landlord and Landlord shall have at all times, a valid first priority security interest, to secure payment of Trust all sums of money due and payable under this Lease from Tenant and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any term, covenant, or condition contained herein, in and to all goods, inventory, equipment, fixtures, and all other tangible and intangible personal property owned by Tenant and all insurance proceeds of or relating to any of the foregoing (icollectively, “Personal Property”) presently or hereafter situate in or about the Premises, and all proceeds therefrom, and such Personal Property shall not be removed therefrom without the consent of Landlord until all arrearage in Base Rent and any Additional Rent then due and payable to Landlord under this Lease shall first have been paid and discharged and all the provisions of this Lease have been fully complied with by Tenant. If Tenant shall default under this Lease, or is no longer in possession of the Premises for any reason, then Landlord may, in addition to any other remedies provided in this Lease or allowed at law or in equity, all of which are cumulative, enter upon the Premises and take possession of any and all of the Personal Property, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale the Landlord or its assigns may purchase such Personal Property unless otherwise prohibited by law. The requirement of reasonable notice shall be met if such notice is given in the manner prescribed in this Lease at least five (5) days before the date of the sale. The proceeds from any such disposition of the Personal Property, less all expenses incurred in connection with the taking of possession, holding, and selling of the Personal Property (including, without limitation, reasonable attorneys’ fees and disbursements) shall be construed applied as a Deed of Trust on real propertycredit against the indebtedness secured by this security interest. Any surplus shall be paid to Tenant or as otherwise required by law, and (ii) Tenant shall also constitute and serve as a “Security Agreement” on personal property within the meaning pay any deficiencies forthwith. Although title to all of the CodePersonal Property shall be in Tenant, none of such property or any right or interest therein or thereto shall be conveyed, transferred, assigned, mortgaged, or encumbered in any manner by Tenant without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. The provisions of this Section 16 shall constitute a security agreement under the Uniform Commercial Code of the State of Florida (“UCC”), and create a security interest in the Personal Property, and Tenant agrees to execute, as debtor, such financing statements as Landlord may now or hereafter reasonably request to perfect the foregoing security interest pursuant to the UCC. Simultaneously with the execution of this Lease, Tenant agrees to execute all UCC-1 financing statements necessary to perfect Landlord’s security interest granted by this Section 16. Tenant shall take all necessary action to maintain and preserve such security interest including, but not limited to, the execution, delivering, filing, refiling, recording, or re-recording of any financing statements, continuation statements, or other security agreements and the giving of such instruments of further assurance as Landlord from time to time may request to protect its security interest. Without limiting the foregoing, Tenant appoints Landlord as Tenant’s attorney-in-fact to execute, deliver and file such instruments for and on behalf of Tenant, but Landlord shall not be required, and shall evidence until not be deemed to be under any duty to Tenant, any guarantor or surety with respect to this Lease, or any other person to protect, perfect, secure, or insure the grant security interest nor shall Landlord have any obligation for, among other things, the filing of any financing statements under the UCC. The limited part of attorney granted by Tenant in the immediately preceding sentence, being coupled with an interest, is deemed to be irrevocable by Tenant. Notwithstanding the expiration or sooner termination of this Deed Lease, the terms of Trust this Section 16 shall terminate, survive as a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated agreement with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and until repayment or satisfaction in full of all obligations of Grantor’s rightTenant under this Lease. The Personal Property shall at all times remain in the Premises, title and interest in, to, under and with respect subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure control of Landlord. In the full and timely payment event of a sale or ground lease of the Tranche A NotesPremises, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in shall be automatically transferred to the purchaser or ground lessor. In addition, Landlord may, at its election, file a copy of this Section 3; and Lease at any time as a financing statement. Landlord, as secured party, shall be entitled to all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant rights and remedies afforded a secured party under the UCC in addition to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiaryall other rights and remedies under this Lease, at law, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required equity or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustotherwise.

Security Agreement. This Deed of Trust (i) shall be construed Mortgage is also a security agreement between Mortgagor, as a Deed of Trust on real propertydebtor, and (ii) shall also constitute Mortgagee, as secured party. The security interest created hereby is specifically intended to cover and serve as a “Security Agreement” on personal property within the meaning include all leases of the CodeProperty, if any, presently existing or hereafter entered into (herein, together with all amendments and supplements thereto made as provided therein, called the “Leases”), between Mortgagor (or parties acting on behalf of Mortgagor), as lessor or as successor to or assignee from the lessor, and shall evidence until tenants which occupy the grant of this Deed of Trust shall terminate, a first and prior security interest Property under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service EquipmentLeases, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest including all extended terms and all extensions and renewals of Grantor’s the terms thereof, as well as any amendments to or replacements of said Leases, together with all the right, title and interest inof Mortgagor, toas lessor thereunder, under and with respect to including, without limiting the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment generality of the Tranche A Notesforegoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the rents, charges and other revenues, rents, income, revenues, issues and profits and moneys payable as damages or in lieu of rent and moneys payable as the purchase price of the Property or any part thereof or of awards or claims for money and other sums of money payable or receivable thereunder howsoever payable, and to bring actions and proceedings thereunder or for the full enforcement thereof, and timely performance to do any and discharge of all things which Mortgagor or any lessor is or may become entitled to do under the Liabilities. It is the intent of GrantorLeases, Beneficiary and Trustee provided, that this Deed provision shall not impair or diminish any obligation of Trust encumber all Leases and that all items contained in Mortgagor under the definition of “Leases” which are included within the Code , nor shall any obligation be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee hereinimposed upon Mortgagee. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor, from time to time, reasonably consider necessary upon each request of Mortgagee, promptly shall (a) execute and deliver to createMortgagee all financing statements as required by Mortgagee in order to establish or maintain the validity, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required perfection or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes priority of the security interest herein grantedwith respect to the Accessories or fixtures; (b) pay to Mortgagee on demand all costs of preparation and filing of financing statements pursuant hereto and all costs of Code searches reasonably required by Mortgagee; and (c) give to Mortgagee a certificate in form satisfactory to Mortgagee listing all trade names of Mortgagor and under which Mortgagor operates or intends to operate the Property or any part thereof, the addresses and give to Mortgagee advance written notice of debtor any proposed change of any such trade name and of any change of name (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph or trade name or assumed name), identity or structure of this Deed of TrustMortgagor.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with With respect to the Service Equipment, fixtures, Contracts, Rents items of personal property and Leases. To fixtures referred to and described in the Granting Clause of this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED Mortgage and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment included as part of the Tranche A NotesCollateral, this Mortgage is hereby made and the full declared to be a security agreement encumbering each and timely performance every item of personal property and discharge fixtures now or hereafter owned by Mortgagor and included herein as a part of the Liabilities. It is the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to Trustee hereinMortgagee, as "Secured Party", a security interest in and to all of the property now or hereafter owned by Mortgagor which constitutes the personal property and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Mortgagor agrees with Beneficiary to deliver to Beneficiarythat Mortgagee may file this Mortgage, or a reproduction thereof, in form the real estate records or other appropriate index, as, and substance reasonably satisfactory this Mortgage shall be deemed to Beneficiarybe, such “Financing Statements”, a financing statement filed as such term is used a fixture filing in accordance with the Uniform Commercial Code as enacted in the CodeState. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, and Mortgagor agrees to execute and deliver such further assurances to Mortgagee, upon Mortgagee's request, any other security agreement and financing statements, as Beneficiary maywell as extensions, from time to time, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary’s amendments thereof, and reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest herein grantedwith respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and Tranche A Lenders shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may cause such statements and assurances reasonably require. Without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to be recorded created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and filedfixtures, including any replacements and additions thereto. Upon the occurrence of an Event of Default under this Mortgage, or any other violation of the covenants, terms and conditions of the security agreement contained herein, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as such prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and places for all purposes and in all proceedings, both legal and equitable, shall be, regarded as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are or are to become fixtures; as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein granted may be obtained from either party at the address of such party is also set forth herein. For purposes This information hereof is provided in order that this Mortgage shall comply with the requirements of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth Uniform Commercial Code as enacted in the first paragraph State for instruments to be filed as financing statements. In accordance with the Uniform Commercial Code as enacted in the State, this Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of this Deed of Trustrecord or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. (a) This Deed of Trust (i) shall be construed as is both a Deed real property deed of Trust on real property, trust and (ii) shall also constitute and serve as a “Security Agreement” on personal property "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Property. Trustor by executing and shall evidence until the grant of delivering this Deed of Trust shall terminatehas granted and hereby grants to Beneficiary and Trustee, as security for the Debt, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Trust Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect full extent that the Trust Property may be subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment Uniform Commercial Code (said portion of the Tranche A Notes, and Trust Property so subject to the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted being called in this Section 3; and all items contained in paragraph the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein"COLLATERAL"). Grantor Trustor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, financing statements and execute and deliver such further assurances as Beneficiary may, may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s 's security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code. All or part As such, this Deed of Trust covers all items of the Property Collateral that are or are to become fixtures; information . Information concerning the security interest herein granted may be obtained from either party the parties at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are parties set forth in the first paragraph of this Deed of Trust. (b) If an Event of Default shall occur, Beneficiary and Trustee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary or Trustee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary or Trustee, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and Trustee at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary and Trustee on demand any and all expenses, including attorneys' fees and disbursements, incurred or paid by Beneficiary and Trustee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary and Trustee with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary and Trustee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and any of the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust.

Security Agreement. This Deed Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust (i) Schedule A of the Credit/Sales Agreement does not apply; Purchaser hereby grants to Seller, and Seller takes, a security interest in all Goods described on the applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder; Purchaser shall execute such documents as may be construed required to give Seller’s security interest priority, as a Deed purchase money security interest or otherwise, over the interests of Trust all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on real propertyits behalf; Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee; Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with Seller’s written consent; For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the Seller a security interest in, and (ii) shall also constitute and serve as the Seller hereby takes a “Security Agreement” on personal property within the meaning security interest in, all of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of GrantorPurchaser’s right, title and interest inin and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods; For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, to, under and with respect Purchaser grants to the Service EquipmentSeller a floating charge on all Purchaser’s real, fixturesimmovable and leasehold property, Contracts, Rents, Leases both present and Proceeds future. The floating charge shall become a fixed charge when Seller proceeds to secure enforce payment; Upon default hereunder the full Seller may exercise all rights and timely payment of remedies available to it under the Tranche A Notes, Personal Property Security Act (Yukon) and any similar statute in any other province or territory in Canada which affects the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3Goods; and The Seller may exercise all items contained in rights and remedies available to it under the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor Builders Lien Act (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustYukon).

Security Agreement. This Deed of Trust (i) shall be construed as is both a Deed real property deed of Trust on real property, trust and (ii) shall also constitute and serve as a “Security Agreementsecurity agreement” on personal property within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other assets, rights and interests, whether tangible or intangible in nature, including all proceeds and products thereof, and shall evidence until the grant all supporting obligations ancillary to or arising in any way in connection therewith, of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and Trustor in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the LiabilitiesTrust Property. It is the intent of GrantorTrustor, Beneficiary Beneficiary, and Trustee that the lien and security interest granted in this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted in this Section 3Paragraph 27; and all items contained in the definition of “Leases” which are excluded from the Uniform Commercial Code be covered by the provisions grant of a deed of trust lien against the Trust Property contained in this Deed of Trust. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary and Trustee, as security for the Debt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the grant Trust Property so subject to Trustee hereinthe Uniform Commercial Code being called in this paragraph the “Collateral”). Grantor Trustor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”financing statements, as such term is used in the Code, financing statement amendments and execute and deliver such further assurances as Beneficiary may, may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code. All or part As such, this Deed of Trust covers all items of the Property Collateral that are or are to become fixtures; information . Information concerning the security interest herein granted may be obtained from either party the parties at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur that is then continuing, Beneficiary and Trustee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary or Trustee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary or Trustee, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and Trustee at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary and Trustee on demand any and all expenses, including fees and disbursements, incurred or paid by Beneficiary and Trustee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary and Trustee with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor; provided that if Beneficiary fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the Uniform Commercial Code. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. Beneficiary may comply with any applicable state or federal law or regulatory requirements in connection with a disposition of the Collateral, and such compliance will not be considered or deemed to affect adversely the commercial reasonableness of any sale of the Collateral. Beneficiary may sell the Collateral without giving any warranties as to the Collateral, and specifically disclaim any warranties of title, merchantability, fitness for a specific purpose or the like, and this procedure will not be considered or deemed to affect adversely the commercial reasonableness of any sale of the Collateral. Trustor acknowledges that a private sale of the Collateral may result in less proceeds than a public sale, and Trustor acknowledges that the Collateral may be sold at a loss to Trustor, and that, in such event, Beneficiary shall have no liability or responsibility to Trustor or any other party for such loss. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code financing statements, amendments thereto or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code financing statements, amendments thereto or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor’s obligations under the Note, this Deed of Trust or any of the other Loan Documents. Trustor hereby authorizes Beneficiary at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements with or without the signature of Trustor as authorized by applicable law, including any statements describing the collateral as being all assets of Trustor, it being acknowledged that all such assets subject to the Uniform Commercial Code are intended to be included in the Collateral. For purposes of such filings, Trustor agrees to furnish promptly any information reasonably requested by Beneficiary. Trustor also hereby ratifies its authorization for Beneficiary to have filed any like initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Deed of Trust. Trustor hereby irrevocably appoints Beneficiary and any officer or agent of Beneficiary, with full power of substitution, as its true and lawful attorney-in-fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Trustor or in Trustor’s name to execute in Trustor’s name any such documents and to otherwise carry out the purposes of this Paragraph, to the extent that Trustor’s authorization above is deemed not to be sufficient as a matter of law. To the extent permitted by law, Trustor hereby ratifies all acts said attorneys-in-fact shall lawfully do, have done in the past or cause to be done in the future by virtue hereof.

Security Agreement. This Deed of Trust (i) shall be construed as Security Instrument is both a Deed of Trust on real property, property mortgage and (ii) shall also constitute and serve as a “Security Agreement” on personal property "security agreement" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and shall evidence until delivering this Security Instrument has granted and hereby grants to Lender and Trustee, as security for the grant of this Deed of Trust shall terminateObligations, a first and prior security interest under the Code as to property within the scope thereof and in the state where Property to the full extent that the Property is situated with respect may be subject to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all Uniform Commercial Code (said portion of Grantor’s right, title and interest in, to, under and with respect the Property so subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted being called in this Section 3; and all items contained in paragraph the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein"COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance reasonably satisfactory to BeneficiaryLender, such “Financing Statements”financing statements, as such term is used continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the Codefiling and recording thereof, and execute and deliver such further assurances as Beneficiary may, Lender may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s Lender's security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code. All or part of the Property are or are to become fixtures; information . Information concerning the security interest herein granted may be obtained from either party the parties at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are parties set forth in the first paragraph of this Deed Security Instrument. If an Event of TrustDefault shall occur, Lender, in addition to any other rights and remedies which they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Lender, Borrower shall at its expense assemble the Collateral and make it available to Lender at a convenient place acceptable to Lender. Borrower shall pay to Lender on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Lender to the payment of the Obligations in such priority and proportions as Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any Borrower, such Borrower shall notify Lender thereof, and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Lender's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof it being understood and agreed, however, that no such additional documents shall increase Borrower's obligations under the Note, this Security Instrument and the Other Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Lender, as Borrower's attorney-in-fact, in connection with the Collateral covered by this Security Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to such action or proceeding).

Security Agreement. This Deed (a) In order to secure the performance of Trust Partnership's obligations to sell Merchantable Timber to Potlatch under this Agreement, Partnership hereby grants, transfers, warrants, conveys, assigns and mortgages to Potlatch, and grants to Potlatch a first priority security interest in, all of the Timber from time to time located on the Timberlands and all present and future proceeds and products of, increases, replacements and accessions to, and documents covering or received by Partnership on account of any such property (collectively, the "Collateral"), all for the benefit and security of Potlatch. The grant of Collateral to Potlatch hereunder is as security only and shall not subject Potlatch to, or transfer or in any way affect or modify, any obligation or liability of Partnership relating to the Collateral. The security interest granted pursuant to this Section 8.3 shall not secure any monetary obligations of Partnership, but only the obligation to sell Merchantable Timber in accordance with this Agreement. (b) Partnership (i) shall do, execute, acknowledge and deliver all and every such further acts, supplemental agreements, assignments, instruments, notices of assignments, financing statements, continuation statements, transfers, assurances and other instruments, documents, writings and agreements (herein collectively called "Other Assurances") as Potlatch may from time to time reasonably deem necessary or advisable, for the better assuring, conveying, assigning, transferring, hypothecating, pledging and confirming unto Potlatch the Collateral and rights hereby granted, conveyed or assigned, or which Partnership may be construed as a Deed or may hereafter become bound to convey or assign to Potlatch, or for carrying out the intention of Trust on real propertyor facilitating the performance of the terms of this Section 8.3, or for filing, registering or recording the security interest hereby granted or subjecting any portion of the Collateral to the lien and security interest hereof with the priority required therefor hereunder; and (ii) upon request, shall also constitute execute, deliver or file, and serve as a “Security Agreement” hereby authorizes Potlatch to execute, deliver or file one or more Other Assurances, and hereby irrevocably appoints Potlatch to be its attorney for and in its name and on personal property within its behalf for such purposes, and generally to use its name in the meaning exercise of all or any of the powers hereby conferred on Potlatch with full power of substitution. The power and authority hereby given and granted by Partnership to Potlatch shall be deemed coupled with an interest and shall not be revocable by Partnership. (c) Without the prior written consent of Potlatch, Partnership shall not file or authorize or permit to be filed in any jurisdiction any financing statement or like instrument covering or relating to any Collateral in which Potlatch is not named as the secured party. (d) Partnership shall not change the location of its chief executive office unless Partnership, at least 30 days prior to such change, notifies Potlatch of such change and takes all action necessary or that Potlatch may reasonably request to preserve, perfect, confirm and protect Potlatch's liens and security interests in the Collateral. (e) Upon the occurrence of an Event of Default, in addition to, and not by way of limitation of, any right which Potlatch may have hereunder, or under applicable law or otherwise, Potlatch shall have all of the remedies of a secured party under the Uniform Commercial Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, effect from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth time in the first paragraph State of this Deed of TrustArkansas.

Security Agreement. This With respect to the apparatus, fittings, fixtures, and articles of personal property referred to or described in this Deed of Trust, or in any way connected with the use and enjoyment of the Premises, and all other moneys and instruments held by or on account of the Grantor, including, without limitation, any funds of Grantor held in escrow to construct the Parking Facility or in the Structural Repair Reserve Fund, and all proceeds arising therefrom, this Deed of Trust (i) is hereby made and declared to be a security agreement pursuant to which Grantor grants to Beneficiary and to Trustee for the benefit of Beneficiary a security interest in each and every item of personal property now or hereafter included herein as part of the Premises, in compliance with the provisions of the Uniform Commercial Code. A financing statement or statements describing all of said personal property aforementioned shall be construed as a Deed executed by Grantor and appropriately filed. The remedies for any violation of Trust on real propertythe covenants, terms, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning conditions of the Code, and shall evidence until the grant of security agreement contained in this Deed of Trust shall terminatebe (i) as prescribed herein, (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Beneficiary's sole election. Grantor and Beneficiary agree that the filing of such financing statement[s] in the records normally having to do with personal property shall not in any way affect the agreement of Grantor and Beneficiary that everything used in connection with the production of income from the Premises or adapted for use therein or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings, both legal or equitable, shall be, regarded as part of the real estate conveyed hereby regardless of whether (a) any such item is physically attached to the improvements, (b) serial numbers are used for the better identification of certain items capable of being thus identified in an Exhibit to this Deed of Trust, or (c) any such item is referred to or reflected in any such financing statement[s] so filed at any time. Similarly, the mention in any such financing statement[s] of the rights in and to (aa) the proceeds of any fire and/or hazard insurance policy or (bb) any award in eminent domain proceedings for a first and prior taking or for loss of value, or (cc) Grantor's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the Premises, whether pursuant to lease or otherwise, shall not in any way alter any of the rights of Beneficiary as determined by this instrument or affect the priority of Beneficiary's security interest under granted hereby or by any other recorded documents, it being understood and agreed that such mention in such financing statement[s] is solely for the Code as to property within the scope thereof and protection of Beneficiary in the state where the Property is situated event any court shall at any time hold with respect to the Service Equipmentforegoing items (aa), fixtures(bb), Contractsor (cc), Rents and Leases. To this endthat notice of Beneficiary's priority of interest, Grantor GRANTS toto be effective against a particular class of persons, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained must be filed in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustrecords.

Security Agreement. This Deed With respect to the items of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within and fixtures referred to and described in the meaning of the Code, and shall evidence until the grant Granting Clause of this Deed of Trust shall terminate, a first and prior security interest under the Code included as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment part of the Tranche A NotesTrust Premises, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases is hereby made and that all items contained declared to be a security agreement encumbering each and every item of personal property and fixtures now or hereafter owned by Trustor and included herein as a part of the Trust Premises, in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect (and notwithstanding the conveyance to the Trustee hereinrather than directly to the Beneficiary as provided in this Deed of Trust, Trustor, as "Debtor", expressly grants to Beneficiary, as "Secured Party", a security interest in and to all of the property now or hereafter owned by Trustor which constitutes the personal property and fixtures hereinabove referred to and described in this Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Trustor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with Beneficiary the laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement executed by Trustor shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary, in form upon Beneficiary's request, any other security agreement and substance reasonably satisfactory to Beneficiary, such “Financing Statements”financing statements, as such term is used in the Codewell as extensions, renewals, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfectamendments thereof, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph reproductions of this Deed of Trust., in such form as Beneficiary may reasonably require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Indenture and other Security Agreements executed pursuant to the Indenture, and except for the Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence and continuance of an Event of Default under this Deed of Trust, the Beneficiary shall have and shall be entitled to exercise any and all of the rights and remedies (i) as prescribed in this Deed of Trust, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Beneficiary's sole election. Trustor and Beneficiary agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Trustor and Beneficiary that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Trust

Security Agreement. This Deed Mortgage is intended to be a security agreement and fixture filing pursuant to the UCC. Mortgagor hereby grants a security interest in favor of Trust Mortgagee in and to (i) shall other than Leased Personalty, any and all personal property owned by Mortgagor and described in the Granting Clauses hereof which, under applicable law, may be construed as subject to a Deed security interest pursuant to the UCC and which is not herein effectively made part of Trust on real propertythe Real Estate, and (ii) shall also constitute any and serve as a “Security Agreement” on personal property within the meaning all of the Code, Mortgaged Property which are fixtures under applicable law and shall evidence until the grant of this Deed of Trust shall terminate, may be subject to a first and prior security interest under the Code as UCC, to property within the scope thereof fullest extent that a security interest may be granted therein under the UCC or applicable law, and in all additions to, substitutions for and proceeds of any of the state where foregoing, other than Leased Personalty, for the Property purpose of securing all Indebtedness and the Obligations of Mortgagor now or hereafter secured by this Mortgage. Mortgagor agrees to execute and deliver financing and continuation statements covering the property described in clauses (i) and (ii) above from time to time and in such form as is situated required by applicable law to perfect and continue the perfection of Mortgagee's lien or security interest with respect to such property and, in the Service Equipmentevent that Mortgagor shall fail to execute and deliver any such financing or continuation statement promptly after demand therefor by Mortgagee, fixturesMortgagor hereby irrevocably authorizes Mortgagee to file such financing and continuation statements on behalf of Mortgagor. Mortgagor shall pay all reasonable and customary costs of filing such statements and renewals and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Mortgagee shall have the rights and remedies of a secured party under the UCC, Contractsas well as all other rights and remedies available under this Mortgage, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and the other Loan Documents or otherwise at law or in equity with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustproperty.

Security Agreement. This Grantor and Grantee agree that this Security Deed of Trust (i) shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service Equipment, fixtures, Contracts, Rents Grantee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED with respect to any personal property and SET OVERfixtures included in the definition herein of the word “Premises,” which property may not be deemed to form a part of the real estate described in Exhibit “A,” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEY, ASSIGN, TRANSFER all such property being sometimes hereinafter collectively referred to as the “Collateral,” and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Grantee and the Deposits and all of Grantor’s right, title and interest intherein are hereby assigned to Grantee, toall to secure payment of the Indebtedness and to secure performance by Grantor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Security Deed, Grantee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Grantee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Grantee shall include, but not be limited to, reasonable attorneys’ fees and timely performance and discharge legal expenses incurred by Grantee. Grantor agrees that, without the written consent of Grantee, Grantor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Grantor is not in default hereunder, Grantor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Grantee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Security Deed and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayshall, from time to time, reasonably consider necessary on request of Grantee, deliver to create, perfectGrantee an inventory of the Collateral in reasonable detail. Grantor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Grantee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Grantor shall, upon demand execute and deliver to Grantee such financing statements and other documents in form satisfactory to Grantee, and Tranche A Lenders will do all such acts and things as Grantee may cause such statements and assurances at anytime, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor and Grantee intend to establish a perpetual or indefinite security interest in the Premises conveyed to secure the Indebtedness in accordance with . The Grantor hereby authorizes Beneficiary the Grantee to file all financing statements (including continuation statements and amendments) evidencing the security interest granted to the Grantee in the Collateral with all appropriate filing jurisdictions. For such Financing Statements describing such parts purpose information concerning the debtor and the secured party is set forth below: Name of Debtor: Debtor’s Mailing Address: c/o Strategic Storage Trust, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 Debtor is an organization, being a limited liability company organized under the laws of Delaware. Debtor’s Organization Number: Address of Property: Name of Secured Party: ING Life Insurance and Annuity Company Address of Secured Party: c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the Property as Beneficiary may desire. This Deed items or types of Trust shall also constitute a “fixture filing” for property comprising the purposes of the Code. All or part of the Property Collateral are or are to become fixtures; information concerning fixtures on the security interest herein granted may be obtained from either party at real property described in this Security Deed. Grantor is the address of such party set forth herein. For purposes record owner of the security interest real property described herein granted, upon which the addresses foregoing fixtures and other items and types of debtor (Grantor) and the secured party (Beneficiary) property are set forth in the first paragraph of this Deed of Trustlocated.

Security Agreement. Grantor hereby grants to Beneficiary a security interest in and to certain property as follows: 1. If this Deed of Trust secures future advances to be used for construction of Improvements on the Land, this Deed of Trust constitutes a “construction mortgage” under the Code. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreementsecurity agreement” on personal property and a “fixture filing” within the meaning of the Codeof, and shall evidence until the grant of this Deed of Trust shall terminate, constitute a first and prior security interest under under, Chapter 9 of the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service EquipmentPersonalty, fixturesFixtures, Contracts, Rents Contracts and Leases. To this end, Grantor GRANTS togrants to Beneficiary, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiaryas a secured party, a first and prior security interest and all of Grantor’s right, title and interest in, toto and under the Personalty, under Fixtures, Contracts and with respect to the Service EquipmentLeases, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment and performance of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee hereinIndebtedness. 2. Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, financing statements and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary request to create, perfect, and preserve Beneficiary’s the security interest herein granted, and Tranche A Lenders Beneficiary may cause such any financing statements and assurances to be recorded and filed, as filed at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Without limiting the foregoing, Grantor shall, upon request of Beneficiary take such actions as Beneficiary shall request to establish exclusive control (as defined in the Code) by Beneficiary over any Property which is of such a nature that perfection of a security interest may be accomplished by control. Furthermore, Grantor (a) irrevocably appoints Beneficiary or any agent of Beneficiary (which appointment is coupled with an interest) the true and lawful attorney of Grantor (with full power of substitution) to act in the name, place and stead of, and at the expense of, Grantor and (b) authorizes Beneficiary or any agent of Beneficiary, in its own name, at Grantor’s expense, to file such Financing Statements describing such parts do any of the following, as Beneficiary, in its sole discretion, deems appropriate: (i) to demand, receive, xxx for, and give receipts or acquittances for any moneys due or to become due on any Property as (including, without limit, to draft against Property) and to endorse any item representing any payment on or proceeds of the Property; (ii) to execute and file in the name of and on behalf of Grantor all financing statements or other filings or collateral control agreements deemed necessary or desirable by Beneficiary may desire. This to evidence, perfect, or continue the security interests granted in this Deed of Trust Trust; and (iii) to do and perform any act on behalf of Grantor permitted or required under this Deed of Trust. 3. Beneficiary, as well as Trustee on Beneficiary’s behalf, shall also constitute have all the rights, remedies and recourses with respect to the Personalty, Fixtures, Contracts and Leases afforded a “fixture filingsecured party” for the purposes by Chapter 9 of the CodeCode in addition to, and not in limitation of, the other rights, remedies and recourses afforded Beneficiary and/or Trustee by the Loan Documents. 4. All or part of the Property are or are to become fixtures; information concerning the The security interest herein granted may shall not be obtained from either deemed or construed to constitute Trustee or Beneficiary as a party in possession of any portion of the Property or to obligate Trustee or Beneficiary to lease the Property or to take any other action or to incur any expenses or to perform any obligation whatsoever under any of the Contracts or Leases or otherwise. 5. Upon the occurrence of an Event of Default and at any time thereafter: (a) Trustee and Beneficiary shall have, with regard to the address Personalty, Fixtures, Contracts and Leases the remedies provided in this Deed of Trust and in the Code (no such party set forth remedy granted by the Code being excepted, modified or waived herein). Trustee and Beneficiary may, respectively, use his or its discretion in exercising the rights and electing the remedies; provided, however, all acts shall be in compliance with the standards of the Code where applicable and required. For purposes of the security interest notice requirements of the Code and this Section G, it is agreed that notice sent or given not less than ten (10) calendar days prior to the taking of the action to which the notice relates is reasonable notice. (b) Trustee and Beneficiary shall, respectively, be entitled, acting in his or its sole discretion, to apply the proceeds of any disposition of the Personalty, Fixtures, Contracts and Leases in the order set forth in Chapter 9 of the Code, or, if allowed by the Code, in the order set forth in Paragraph 7 of Section E hereof. Grantor agrees that Beneficiary shall be under no obligation to accept any noncash proceeds in connection with any sale or disposition of Property unless failure to do so would be commercially unreasonable. If Beneficiary agrees in its sole discretion to accept noncash proceeds (unless the failure to do so would be commercially unreasonable), Beneficiary may ascribe any commercially reasonable value to such proceeds. Without limiting the foregoing, Beneficiary may apply any discount factor in determining the present value of proceeds to be received in the future or may elect to apply proceeds to be received in the future only as and when such proceeds are actually received in cash by Beneficiary. (c) Notwithstanding anything herein grantedto the contrary, Beneficiary, or the addresses Trustee acting on Beneficiary’s behalf, may at its or his option, dispose of debtor (Grantor) the Fixtures, Personalty, Contracts and/or Leases and other items of personal property covered by this Deed of Trust in accordance with Beneficiary’s rights and remedies in respect of and together with the Land, collectively as the Property, pursuant to the provisions of Section E of this Deed of Trust in lieu of proceeding under the Code. 6. Beneficiary may require Grantor to assemble the Personalty, Fixtures, Contracts and Leases and make them available to Beneficiary or Trustee at a place to be designated by Beneficiary that is reasonably convenient to both parties. All expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the Personalty, Fixtures, Contracts and Leases and the secured party (Beneficiary) like which are incurred or paid by Beneficiary as authorized or permitted hereunder, including also all reasonable attorneys’ fees, whether inside or outside counsel is used, legal expenses and costs, shall be added to the Indebtedness, and Grantor shall be liable therefor. At any sale or other disposition of any Property, Beneficiary disclaims all warranties which would otherwise be given under the Code, including without limit, a disclaimer of any warranty relating to title, possession, quiet enjoyment or the like, and Beneficiary may communicate these disclaimers to a purchaser at such disposition. This disclaimer of warranties will not render the sale commercially unreasonable. 7. As to the Personalty, Fixtures, Contracts and Leases, this Deed of Trust shall be effective as a financing statement when filed for record in the official real property records of any county in which any portion of the Land is located. The record owner of the Land is Grantor, whose mailing address for purposes of such financing statement is set forth in the first paragraph opening recital herein above. Information concerning the security interest created by this Deed of Trust may be obtained from Beneficiary at its address similarly set forth in such opening recital. Beneficiary or Trustee may file a carbon, photographic or other reproduction of this Deed of Trust as a financing statement. 8. Except as otherwise expressly provided in this Deed of Trust, all terms in this Deed of Trust which are defined in the Code shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the Code, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the Code have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the Code shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the Code in effect on the date of this Deed of Trust, then such term, as used herein, shall be given such broadened meaning. If the Code shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the Code in effect on the date of this Deed of Trust, such amendment or holding shall be disregarded in defining terms used in this Deed of Trust.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real propertyTo the fullest extent permitted by applicable law, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, Tenant hereby grants to Landlord a first and prior best security interest in, and lien upon, subordinate to no other lien, all Authorizations issued to, leased or licensed to, or held by, Tenant, including, but not limited to, Tenant's interest in and rights under the Code as to property within the scope thereof and in the state where the Property is situated all Facility Provider Agreements, with respect to the Service EquipmentFacilities and any CONs issued, fixturesleased or licensed to any Tenant (collectively, Contracts"Authorization Collateral") to secure the performance of all of Tenant's obligations under this Lease, Rents and Leases. To this endincluding, Grantor GRANTS but not limited to, has GRANTEDits obligation to engage in, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED assist with and SET OVER, facilitate any Operational Transfer. Tenant represents and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER warrants to Landlord that attached hereto on Schedule 7.3 is a detailed list and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and description of all of Grantor’s rightthe Authorization Collateral. In connection with an Event of Default or an Operational Transfer, title Landlord shall have, as to each Leased Property, all the rights and interest in, to, remedies of a secured party under and the laws of the State in which such Leased Property is located with respect to the Service EquipmentAuthorization Collateral for the Facility(ies) located on such Leased Property. Tenant, fixturesas debtor, Contractsshall (i) execute (if appropriate or necessary) and deliver to Landlord, Rentsas the secured party, Leases and Proceeds to secure the full and timely payment upon execution of the Tranche A Notesthis Lease by Tenant, UCC-1 financing statements in proper form, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary maythereafter, from time to time, reasonably consider necessary execute and deliver to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause Landlord such extensions and/or updates of such financing statements and assurances to be recorded and filed, as such times and places as may be are required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes purpose of perfecting and maintaining the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes priority of the security interest and lien granted to Landlord herein, (ii) execute such additional security agreements, fixture filings and other documents as Landlord may reasonably require, and (iii) perform any other acts reasonably necessary to the perfection of such security interest and lien. Tenant consents to the filing of such financing statements by Landlord and agrees that the provisions of this Section 7.3 shall constitute a security agreement for the purposes contemplated hereby. Notwithstanding anything contained herein grantedto the contrary, Tenant shall not (under any circumstances) grant any lien upon, security interest in and to or otherwise pledge, encumber, hypothecate, transfer or assign, in whole or in part, the addresses Authorization Collateral to any Person, irrespective of debtor (Grantor) the priority of such security interest, pledge or hypothecation. The security interest and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.lien granted by this

Security Agreement. This Deed (a) THIS MORTGAGE CREATES A LIEN ON THE PROPERTY, AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS MORTGAGE CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (THE -U.C.C.-) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, MORTGAGEE MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR MORTGAGEE MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH MORTGAGEE'S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS MORTGAGE. (b) The grant of Trust (i) a security interest to Mortgagee in the granting clause of this Mortgage shall not be construed to derogate from or impair the lien or provisions of or the rights of Mortgagee under this Mortgage with respect to any property described therein which is real property or which the parties have agreed to treat as real property. The hereby stated intention of Mortgagor and Mortgagee is that everything now or hereafter owned by the Mortgagor and used in connection with the production of income from such real property or adapted for use thereon is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be construed regarded as a Deed of Trust on real property, and irrespective of whether or not the same is physically attached to the Land and/or Improvements. (iic) shall also constitute and serve as a “Security Agreement” on personal property within If reasonably required by Mortgagee, at any time during the meaning of the Code, and shall evidence until the grant term of this Deed of Trust shall terminateMortgage, a first Mortgagor will execute and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryMortgagee, in form and substance reasonably satisfactory to BeneficiaryMortgagee, additional security agreements. financing statements and/or other instruments covering all Personal Property or fixtures of Mortgagor which may at any time be furnished, placed on, or annexed or made appurtenant to the Real Property or used, useful or held for use, in the operation of the Improvements. (d) Mortgagor hereby irrevocably constitutes and appoints Mortgagee as its attorney-in-fact and such “Financing Statements”appointment is coupled with an interest, to execute, deliver and file with the appropriate filing officer or office such security agreements, financing statements and/or other instruments as Mortgagee may request or require in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. (e) If Mortgagor enters into a separate security agreement with Mortgagee relating to any of the Personal Property or fixtures, the terms of such security agreement shall govern the rights and remedies of Mortgagee after an Event of Default thereunder. (f) It is understood and agreed that, in order to protect Mortgagee from the effect of U.C.C. Section 9-313, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, amended from time to time, reasonably consider necessary in the event that Mortgagor intends to createpurchase (subject, perfecthowever, to the provisions of Section 3.15) any goods of a value of Five Hundred Thousand and 00/100 Dollars ($500,000.00) or more which may become fixtures attached to the Property, or any part thereof, and preserve Beneficiary’s such goods will be subject to a purchase money security interest herein grantedheld by a seller or any other party: (1) Mortgagor shall, before executing any security agreement or other document evidencing or perfecting such security interest, obtain the prior written approval of Mortgagee, which approval shall be in Mortgagee's sole discretion, and Tranche A Lenders may cause all requests for such statements written approval shall be in writing and assurances contain the following information: (i) a description of the. fixtures to be recorded replaced, added to, installed or substituted; (ii) the address at which the fixtures will be replaced, added to, installed or substituted; and filed(iii) the name and address of the proposed holder and proposed amount of the security interest. Mortgagor's execution of any such security agreement or other document evidencing or perfecting such security interest without Mortgagee's prior written approval shall constitute an Event of Default. No consent by Mortgagee pursuant to this subparagraph shall be deemed to constitute an agreement to subordinate any right of Mortgagee in fixtures or other property covered by this Mortgage. (2) If at any time Mortgagor fails to make any payment on an obligation secured by a purchase money security interest in the Personal Property or any fixtures, as such times and places as Mortgagee, at its option, may be required or permitted at any time pay the amount secured by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary Any money paid by Mortgagee under this subparagraph, including any expenses, costs, charges and attorneys' fees incurred by Mortgagee, shall be reimbursed to file such Financing Statements describing such parts Mortgagee in accordance with Section 3. 10 hereof. Mortgagee shall be subrogated to the rights of the holder of any such purchase money security interest in the Personal Property. (3) Mortgagee shall have the right to acquire by assignment from the holder of such security interest any and all contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of Mortgagor's indebtedness for such Personal Property as Beneficiary may desire. This Deed of Trust or fixtures, and, upon acquiring such interest by assignment, shall also constitute a “fixture filing” for have the purposes of the Code. All or part of the Property are or are right to become fixtures; information concerning enforce the security interest herein granted as assignee thereof, in accordance with the terms and provisions of the U.C.C. and in accordance with any other provisions of law. (4) Whether or not Mortgagee has paid the indebtedness secured by, or taken an assignment of, such security interest, Mortgagor covenants to pay all sums and perform all obligations secured thereby, and if Mortgagor at any time shall be in default under such security agreement (beyond applicable cure periods, if any), it shall constitute an Event of Default if not cured within ten (10) days after notice from Mortgagee to Mortgagor. (5) The provisions of subparagraphs (2) and (3) of this paragraph (f) shall not apply if the goods which may be obtained from either become fixtures are of at least equivalent value and quality as any property being replaced and if the rights of the party holding such security interest have been expressly subordinated, at no cost to Mortgagee, to the lien and security interest of this Mortgage in a manner satisfactory to Mortgagee, including without limitation, at the address option of Mortgagee, providing to Mortgagee a satisfactory opinion of counsel to the effect that this Mortgage constitutes a valid and subsisting first lien on such fixtures which is not subordinate to the lien of such party set forth herein. For purposes security interest under any applicable law, including without limitation, the provisions of Section 9- 313 of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.U.C.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, The due and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely punctual payment of the Tranche A principal of, interest (including additional interest, if any) and premium, if any, on the Notes when and as the same shall be due and payable, whether on an Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (including additional interest, if any) on the Notes and performance of all other Obligations of the Company to the Holders, the Trustee or the Collateral Agent under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Notes Security Documents. The Trustee and the full Company hereby acknowledge and timely performance and discharge agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the LiabilitiesTrustee, the Collateral Agent and the Holders, in each case pursuant to the terms of the Notes Security Documents. It Each Holder, by its acceptance of any Note, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into this Indenture and the Notes Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the intent Collateral Agent) copies of Grantorall documents delivered to the Collateral Agent pursuant to the Notes Security Documents. The Company and each Subsidiary party thereto will do or cause to be done all such acts and things as may be necessary or proper, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code or as may be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered required by the provisions of the grant Notes Security Documents, to Trustee herein. Grantor hereby agrees with Beneficiary assure and confirm to deliver to Beneficiarythe Collateral Agent the security interest in the Collateral contemplated hereby, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”by the Notes Security Documents or any part thereof, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to timetime constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company and each Subsidiary party thereto will take any and all actions reasonably consider necessary required to create, perfect, cause the Notes Security Documents to create and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filedmaintain, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts for the Obligations of the Property Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral (other than the Working Capital Facility Collateral securing the Notes, which shall be subject to a second priority lien), in favor of the Collateral Agent, as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” Secured Party, for the purposes benefit of the Code. All or part Holders, superior to and prior to the rights of all third Persons, except to the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are extent set forth in the first paragraph Intercreditor Agreement, and subject to no other Liens than Permitted Liens. If required for the purpose of meeting the legal requirements of any domestic jurisdiction in which any of the Collateral may at the time be located, the Company, the Trustee and the Collateral Agent shall have the power to appoint, and shall take all reasonable power to appoint, one or more Persons approved by the Trustee and reasonably acceptable to the Company to act as co-Collateral Agent with respect to any such Collateral, with such rights and powers limited to those deemed necessary for the Company, the Trustee or the Collateral Agent to comply with any such legal requirements with respect to such Collateral, and which rights and powers shall not be inconsistent with the provisions of this Deed of TrustIndenture, the Notes or any Notes Security Document. The Company shall from time to time pay all reasonable financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, the Notes Security Documents and any amendments hereto or thereto, and any other insurance or further assurance required hereto or thereto.

Security Agreement. This Deed Mortgage constitutes a security agreement under the Uniform Commercial Code as adopted in the State and creates a security interest in the Mortgaged Property including, without limitation, all present and future furniture, fixtures, equipment and personal property installed in, or to be placed upon, or used in connection with, or necessary for, the operation of Trust (i) the Mortgaged Property, except such personal property owned by tenants in the Mortgaged Property and such personal property owned by the contractor or subcontractors performing work on the Mortgaged Property, whether stored on the Mortgaged Property or elsewhere and used or to be used in connection with the Mortgaged Property; all leases, rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Mortgaged Property and any business conducted thereon by Mortgagor; and all replacements, additions, accessions and cash and non-cash proceeds and products thereof. Mortgagor shall be construed as a Deed execute, deliver, file and re-file any financing statements or other security agreements Mortgagee may require from time to time to confirm the lien of Trust on real this Mortgage and the security interest hereby created with respect to such property, and (ii) Mortgagor shall also constitute pay any costs or fees incurred in connection therewith. Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and serve file such instruments for and on behalf of Mortgagor. Notwithstanding any release of any or all of the property included in the Mortgaged Property which is deemed "real property", any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated agreement with respect to the Service Equipment, fixtures, Contracts, Rents security created hereby and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to referred herein until the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the repayment or satisfaction in full and timely payment of the Tranche A Notes, obligations of Mortgagor as are now or hereafter evidenced by the Note and the full and timely performance and discharge other Loan Documents. As to those items of the Liabilities. It Mortgaged Property that are, or are to become, fixtures (together with all products and proceeds thereof), it is intended that THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING from the intent date of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained its filing in the definition real estate records of “Leases” which are included within the Code be covered by County where the Mortgaged Property is located. The name of the record owner of said Mortgaged Property is Mortgagor set forth on page one of this Mortgage. Information concerning the security interest granted in created by this Section 3; and all items contained in the definition of “Leases” which are excluded Mortgage may be obtained from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”Mortgagee, as such term is used in the Codesecured party, and execute and deliver such further assurances at its address as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filedset forth on page one of this Mortgage. The address of Mortgagor, as such times and places debtor, is as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts set forth on page one of the Property as Beneficiary may desirethis Mortgage. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property Mortgage covers goods which are or are to become fixtures. Mortgagor agrees that if default shall be made in any of the covenants or conditions herein contained, or contained in any mortgage constituting a lien upon the mortgaged premises prior and superior to the lien hereof, or should any action be commenced to foreclose any such prior mortgage, the Mortgagee shall have the right forthwith, after any such default, to (i) declare all amounts due on the Note and Mortgage immediately due and payable; information concerning (ii) foreclose this Mortgage; (iii) enter upon and take possession of the security interest herein granted may said mortgaged premises, and to let the said premises, and receive the rents, issues and profits thereof, and to apply the same, after payment of all necessary charges and expenses, on account of the amount hereby secured, and said rents and profits are, in the event of any such default, hereby assigned to the Mortgagee; and (iv) the Mortgagee shall also be obtained from either party at liberty immediately after any such default, upon proceedings being commenced for the address foreclosure of this Mortgage, to apply for the appointment of a receiver of the rents and profits of the said premises, and be entitled to the appointment of such party set forth herein. For purposes receiver as a matter of right, as security for the amounts due the Mortgagee without consideration of the security interest herein grantedvalue of the mortgaged premises or solvency of any person or persons liable for the payment of such amounts. Acceptance by the Mortgagee of any payments hereunder, after default, or the addresses failure of debtor (Grantor) the Mortgagee, in any one or more instances, to insist upon strict performance by the Mortgagor of any terms and the secured party (Beneficiary) are set forth in the first paragraph covenants of this Deed Mortgage or to exercise any option or election herein conferred, shall not be deemed to be a waiver or relinquishment for the future of Trustany such terms, covenants, elections or options.

Security Agreement. This Deed of Trust (i) shall be construed as is both a Deed real property deed of Trust on real property, trust and (ii) shall also constitute and serve as a “Security Agreement” on personal property "SECURITY AGREEMENT" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Property. Trustor by executing and shall evidence until the grant of delivering this Deed of Trust shall terminatehas granted and hereby grants to Beneficiary and Trustee, as security for the Debt, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Trust Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect full extent that the Trust Property may be subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment Uniform Commercial Code (said portion of the Tranche A Notes, and Trust Property so subject to the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted being called in this Section 3; and all items contained in paragraph the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein"COLLATERAL"). Grantor Trustor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, financing statements and execute and deliver such further assurances as Beneficiary may, may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s 's security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “"fixture filing” " for the purposes of the Code. All Uniform Commercial Code as to all or part any items of the Property Collateral that are or are to become fixtures; information fixtures under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from either party the parties at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary and Trustee, in addition to any other rights and remedies which either may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary or Trustee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary or Trustee after the occurrence and during the continuance of an Event of Default, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and Trustee at a convenient place reasonably acceptable to Beneficiary. Trustor shall pay to Beneficiary and Trustee within ten (10) Business Days of demand therefor any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by Beneficiary and Trustee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary and Trustee with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least ten (10) Business Days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary and Trustee thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem reasonably necessary, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations or decrease Trustor's rights under the Note, this Deed of Trust and any of the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust.

Security Agreement. This Deed With respect to the items of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within and fixtures referred to and described in the meaning of the Code, and shall evidence until the grant Granting Clause of this Deed of Trust shall terminateand included as part of the Trust Premises, this Deed of Trust is hereby made and declared to be a security agreement encumbering each and every item of such personal property and fixtures included as part of the Trust Premises now or hereafter owned by Trustor, in compliance with the provisions of the Uniform Commercial Code as enacted in the State. In this respect (and notwithstanding the conveyance to the Trustee rather than directly to the Beneficiary as provided in this Deed of Trust), Trustor, as "Debtor", expressly grants to Beneficiary, as "Secured Party", a first and prior security interest under in and to all of the Code property now or hereafter owned by Trustor which constitutes the personal property and fixtures included as part of the Trust Premises hereinabove referred to property within and described in this Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the scope thereof and sale or other disposition thereof. Trustor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the state where real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with the Property is situated laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement executed by Trustor shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary, upon Beneficiary's request, financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust, in such form as Beneficiary may reasonably require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Service EquipmentIndenture, the Senior Notes or the Security Documents, and except for the Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, Contractsincluding any replacements and additions thereto. Upon the occurrence and continuance of an Event of Default under this Deed of Trust, Rents the Beneficiary shall have and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest shall be entitled to exercise any and all of Grantor’s rightthe rights and remedies (i) as prescribed in this Deed of Trust, title or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and interest specified in said Uniform Commercial Code, all at Beneficiary's sole election. Trustor and Beneficiary agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Trustor and Beneficiary that everything located in, toon or about, under or used or intended to be used with or in connection with the use, operation or enjoyment of, the Trust Premises, which is described or reflected as a fixture in this Deed of Trust, is, and with respect to the Service Equipmentat all times and for all purposes and in all proceedings, fixturesboth legal and equitable, Contractsshall be, Rents, Leases and Proceeds to secure the full and timely payment regarded as part of the Tranche A NotesReal Estate conveyed hereby. Trustor warrants that Trustor's correct name, identity, state of incorporation and the full address are as set forth herein. Trustor agrees that it shall provide Trustee and timely performance and discharge Beneficiary with thirty (30) days prior written notice of any change in Trustor's name, identity, state of incorporation or address. The mailing address of the LiabilitiesBeneficiary from which information may be obtained concerning the security interest created herein is also set forth herein. It This information hereof is the intent of Grantor, Beneficiary and Trustee provided in order that this Deed of Trust encumber all Leases and that all items contained shall comply with the requirements of the Uniform Commercial Code as enacted in the definition of “Leases” which are included within State for instruments to be filed as financing statements. In accordance with the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions laws of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryState, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This this Deed of Trust shall also constitute remain effective as a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of filing until this Deed of TrustTrust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Premises.

Security Agreement. This Deed (a) THIS MORTGAGE CREATES A LIEN ON THE PROPERTY, AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS MORTGAGE CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (THE “U.C.C.”) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR LENDER MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH XXXXXX’ S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS MORTGAGE. (b) The grant of Trust (i) a security interest to Lender in the granting clause of this Mortgage shall not be construed as a Deed to derogate from or impair the lien or provisions of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within or the meaning rights of the Code, and shall evidence until the grant of Lender under this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated Mortgage with respect to any property described therein which is real property or which the Service Equipmentparties have agreed to treat as real property. (c) If required by Lender, fixturesat any time during the term of this Mortgage, Contracts, Rents Borrower will execute and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryLender, in form and substance reasonably satisfactory to BeneficiaryLender, additional security agreements, financing statements and/or other instruments covering all Personal Property as defined above or fixtures of Borrower which may at any time be furnished, placed on, or annexed or made appurtenant to the Real Property or used, useful or held for use, in the operation of the Improvements. (x) Xxxxxxxx hereby authorizes Lender to file with the appropriate filing officer or office such “Financing Statements”financing statements and/or other instruments as Lender may deem appropriate in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. Borrower authorizes Lender to file such financing statements and amendments, assignments and continuations thereto, as such term is used Lender deems necessary to perfect its security interest in the CodePersonal Property and to prevent its security interest from becoming unperfected. (e) It is understood and agreed that, and execute and deliver such further assurances in order to protect Xxxxxx from the effect of U.C.C. Section 9-334, as Beneficiary may, amended from time to time, reasonably consider necessary in the event that Borrower intends to createpurchase any goods which may become fixtures attached to the Property, perfector any part thereof, and preserve Beneficiary’s such goods will be subject to a purchase money security interest herein grantedheld by a seller or any other party: (1) Borrower shall, before executing any security agreement or other document evidencing or perfecting such security interest, obtain the prior written approval of Lender, and Tranche A Lenders may cause all requests for such statements written approval shall be in writing and assurances contain the following information: (i) a description of the fixtures to be recorded replaced, added to, installed or substituted; (ii) the address at which the fixtures will be replaced, added to, installed or substituted; and (iii) the name and filedaddress of the proposed holder and proposed amount of the security interest. Borrower’s execution of any such security agreement or other document evidencing or perfecting such security interest without Xxxxxx’s prior written approval shall constitute an Event of Default. No consent by Lender pursuant to this subparagraph shall be deemed to constitute an agreement to subordinate any right of Lender in fixtures or other property covered by this Mortgage.  (2) If at any time Borrower fails to make any payment on an obligation secured by a purchase money security interest in the Personal Property or any fixtures, as such times and places as Lender, at its option, may be required or permitted at any time pay the amount secured by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary Any money paid by Xxxxxx under this Subparagraph, including any expenses, costs, charges and attorney’s fees incurred by Xxxxxx, shall be reimbursed to file such Financing Statements describing such parts Lender in accordance with Section 5.09 hereof. Lender shall be subrogated to the rights of the holder of any such purchase money security interest in the Personal Property. (3) Lender shall have the right to acquire by assignment from the holder of such security interest any and all contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of Xxxxxxxx’s indebtedness for such Personal Property as Beneficiary may desire. This Deed of Trust or fixtures, and, upon acquiring such interest by assignment, shall also constitute a “fixture filing” for have the purposes of the Code. All or part of the Property are or are right to become fixtures; information concerning enforce the security interest herein granted as assignee thereof, in accordance with the terms and provisions of the U.C.C. and in accordance with any other provisions of law. (4) Whether or not Xxxxxx has paid the indebtedness secured by, or taken an assignment of, such security interest, Borrower covenants to pay all sums and perform all obligations secured thereby, and if Borrower at any time shall be in default under such security agreement, it shall constitute an Event of Default. (5) The provisions of subparagraphs (2) and (3) of this paragraph (e) shall not apply if the goods which may become fixtures are of at least equivalent value and quality as any property being replaced and if the rights of the party holding such security interest have been expressly subordinated, at no cost to Lender, to the lien and security interest of this Mortgage in a manner satisfactory to Lender, including without limitation, at the option of Lender, providing to Lender a satisfactory opinion of counsel to the effect that this Mortgage constitutes a valid and subsisting first lien on such fixtures which is not subordinate to the lien of such security interest under any applicable law, including without limitation, the provisions of Section 9-334 of the U.C.C. (f) Borrower hereby warrants, represents and covenants with, to and for the benefit of Lender as follows: (1) Borrower is the sole owner of the Personal Property, free from any lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever other than the lien of this Mortgage and the Permitted Exceptions. Xxxxxxxx will notify Lender of, and will protect, defend and indemnify Lender against, all claims and demands of all persons at any time claiming any rights or interest therein. (2) The Personal Property is not used or bought and shall not be used or bought for personal, family, or household purposes, but shall be bought and used solely for the purpose of carrying on Borrower’s business. (3) The Personal Property has been located on the Land and/or Improvements for at least fifteen (15) days and will be kept on or at the Land or the Improvements and Borrower will not remove the Personal Property therefrom without the prior written consent of Lender, except as may be obtained from either party at removed in accordance with the address Loan Agreement, and except such portions or items of such party set forth herein. For purposes Personal Property temporarily stored elsewhere to facilitate refurbishing or repair thereof or of the security interest herein granted, the addresses Improvements. (4) Xxxxxxxx’s name as shown in its organizational documents and jurisdiction of debtor (Grantor) and the secured party (Beneficiary) organization are as set forth in the first paragraph beginning of this Deed Mortgage. Borrower will not change its name or state of Trust.organization without the prior written consent of Xxxxxx. Borrower is a limited liability company organized under the laws of the State of Delaware, and its state organization number is 4494617. This instrument constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the counties in which the Property is located with respect to any and all fixtures included within the term “Property” as used herein

Security Agreement. This Deed By executing and delivering this Joinder Supplement, the Additional Debtor, as provided in Section 15 of Trust the Security Agreement, hereby becomes a party to the Security Agreement as a Debtor thereunder with the same force and effect as if originally named therein as a Debtor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Debtor thereunder. The Additional Debtor hereby represents and warrants, to the extent applicable, that each of the representations and warranties contained in Section 5 of the Security Agreement (iincluding such representations and warranties under the Purchase Agreement referred to therein) is true and correct in all material respects on and as of the date hereof (after giving effect to this Joinder Supplement) as if made on and as of such date except to the extent that any representation and warranty relates to an earlier date, in which case such representation and warranty shall be construed true and correct in all material respects as a Deed of Trust on real propertysuch earlier date (provided that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” or similar language shall be true and correct in all respects). Without limiting the foregoing: (a) the Additional Debtor hereby grants to the Collateral Agent, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within for the meaning benefit of the Code, and shall evidence until the grant of this Deed of Trust shall terminateInvestors, a first and prior security interest under the Code as to property within the scope thereof in and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and Lien on all of Grantor’s the right, title and interest inof such Grantor in all of the Collateral now owned or at any time hereafter acquired or created by the Additional Debtor or in which the Additional Debtor now has or at any time in the future may acquire any right, totitle or interest, under as collateral security for the prompt and with respect complete payment in full and performance as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; and (b) The information set forth in Annex 6-A is hereby added to the Service Equipmentinformation set forth in Schedules 5(d) through 5(g) to the Security Agreement. By acknowledging and agreeing to this Joinder Supplement, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee undersigned hereby agree that this Deed of Trust encumber all Leases Joinder Supplement may be attached to the Security Agreement and that all items contained in the definition of “Leases” which are included within the Code Collateral listed on Annex 6-A to this Joinder Supplement shall be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or become part of the Property are or are Collateral referred to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustSecurity Agreement and shall secure all Obligations.

Security Agreement. This Grantor and Beneficiary agree that this Deed of Trust (i) shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentBeneficiary with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the “Collateral”, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Beneficiary and the Deposits and all of Grantor’s right, title and interest intherein are hereby assigned to Beneficiary, toall to secure payment of the Indebtedness and to secure performance by Grantor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Deed of Trust, Beneficiary, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Beneficiary shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Beneficiary. Grantor agrees that, without the written consent of Beneficiary, Grantor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Grantor is not in default hereunder, Grantor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be subject to the security interest created hereby, and so that the full security interest of Beneficiary shall be first in priority, it being expressly understood and timely performance and discharge agreed that all replacements of the Liabilities. It is Collateral and any additions to the intent Collateral shall be and become immediately subject to the security interest of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee hereinhereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayshall, from time to time, reasonably consider necessary on request of Beneficiary, deliver to create, perfectBeneficiary an inventory of the Collateral in reasonable detail. Grantor covenants and represents that all Collateral, and preserve all replacements thereof, substitutions therefor or additions thereto, unless Beneficiary otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor shall, upon demand execute and deliver to Beneficiary such financing statements and other documents in form satisfactory to Beneficiary’s security interest herein granted, and Tranche A Lenders will do all such acts and things as Beneficiary may cause such statements and assurances at any time, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts interests of the Property as Beneficiary may desireothers. This Deed of Trust also constitutes a financing statement for the purpose of the UCC and shall also constitute a “fixture filing” for under such statutes and under the purposes fixture filing provisions and shall be filed in the real estate records of the CodeCounty in which the Land is located. All or part For such purpose, Grantor shall be deemed to be the “Debtor” and Beneficiary shall be deemed to be the “Secured Party” and the name and address of the Property Debtor and the Secured Party are as set forth below: Name of Debtor: IIT Hagerstown Distribution Center LLC Debtor’s Mailing Address: IIT Hagerstown Distribution Center LLC c/o Industrial Income Trust Inc. 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxxx X. Minnick Address of Premises: 00000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 Name of Secured Party: ING USA Annuity and Life Insurance Company Address of Secured Party: ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth real property described in the first paragraph of this Deed of Trust. Grantor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located. Grantor hereby represents and warrants to Beneficiary, and covenants and agrees with Beneficiary as follows: (a) Grantor shall not merge or consolidate into, or transfer any of the Collateral to, any other entity or person without the prior written consent of the Beneficiary. (b) Grantor shall not change its name unless it has given Beneficiary sixty (60) days prior written notice thereof and executed and authorized at the request of Beneficiary, such additional financing statements to be filed in such jurisdiction as the Beneficiary may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Grantor as debtor and the Beneficiary as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Beneficiary or its counsel without the prior written consent of the Beneficiary. (d) Grantor hereby authorizes the Beneficiary, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such financing statements in such jurisdictions as the Beneficiary may deem necessary or desirable in order to perfect the security interest granted by the Grantor under this security agreement.

Security Agreement. This Deed of Trust (i) shall be construed as a security agreement and financing statement under the Uniform Commercial Code as adopted and in force, from time to time, in the State of Washington, and shall be operative and effective as such in addition to, and not in substitution for, any other security agreement executed by Grantor in connection with the transaction secured hereby. This Deed of Trust on real propertyfurther constitutes a fixture filing under Sections 62A9-313 and 62A9-402(6) of the Washington Uniform Commercial Code, and (ii) shall also constitute and serve as amended or recodified from time to time; provided, however that the execution and/or filing hereof does not imply that the items of personal property included in the Mortgaged Property are or are to become fixtures. The filling hereof as a “Security Agreement” on personal property within fixture filing is intended to protect the meaning parties from unwarranted assertions by third Persons. Grantor agrees to and shall, upon the request of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first execute and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, "financing statements," descriptions of property and execute and deliver such further assurances as Beneficiary Beneficiary, in its sole discretion, may, from time to time, reasonably consider necessary to create, perfectperfect and preserve the lien and encumbrance hereof and the security interest granted herein upon and both the real property, the Improvements, and preserve all rights and interest of Grantor in the Mortgaged Property described herein. Beneficiary’s security interest herein granted, and Tranche A Lenders at the expense of Grantor, may cause such statements statements, descriptions and assurances assurances, and this Deed of Trust to be recorded and filedre-recorded, as filed and remfiled, at such times and in such places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning lien and encumbrance hereof and the security interest granted herein granted may be obtained from either party at the address upon and in all of said Mortgaged Property. With respect to such party set forth herein. For purposes of the security interest herein grantedMortgaged Property, the addresses of debtor (Grantor) Beneficiary is a "secured party" and the secured party (Beneficiary) are Grantor is a "debtor" under the Washington Unifomn Commercial Code with its address being as set forth in the first paragraph of this Deed of Trust. If Beneficiary elects to proceed under the Washington Uniform Commercial Code to dispose of some of the Mortgaged Property, Beneficiary shall give Grantor notice by certified mail, postage prepaid, retum receipt requested, of the time and place of any public sale of any of such property, or of the time after which any private sale or other intended disposition thereof is to be made by sending notice to Grantor at least five (5) Business Days before the time of the sale or other disposition, which provisions for notice Grantor and Beneficiary agree are reasonable; provided, however, that nothing herein shall preclude Beneficiary from proceeding as to all the Mortgaged Property to the maximum extent pemitted by applicable Washington law in accordance with the rights and remedies of Beneficiary in respect of the real property. Notwithstanding any release of any or all of the property included in the Mortgaged Property which is deemed "real property", any proceedings to foreclose this Deed of Trust, or its satisfaction of record, the temls hereof shall survive as a security agreement with respect to the security interest created hereby and referred to above until the repayment or satisfaction in full of the obligations of Grantor as are now or hereafter evidenced by the Note and Loan Agreement.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. 2.15.1 This Deed of Trust shall also constitute be a “fixture filing” security agreement between Grantor and Beneficiary covering the Encumbered Property constituting personal property or fixtures (hereinafter collectively called "UCC Collateral") governed by the UCC in effect in the State as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust, and as further security for the purposes payment and performance of the CodeObligations, Grantor hereby grants to Beneficiary a security interest in such portion of the Encumbered Property to the full extent that the Encumbered Property may be subject to the UCC. All In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the UCC. Grantor shall execute and deliver to Beneficiary all financing statements and such further assurances that may be required to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests, and Grantor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Secured Debt Documents, if Beneficiary should dispose of any of the Encumbered Property comprising the UCC Collateral pursuant to the UCC, ten (10) days prior written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the foreclosure procedures of this Deed of Trust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated to, from time to time execute and deliver at Grantor's expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Grantor and Beneficiary. Except as otherwise provided in the Secured Debt Documents, if an Event of Default shall occur and is continuing, (a) Beneficiary, in addition to any other rights and remedies which it may have, may exercise immediately and without demand to the extent permitted by law, any and all rights and remedies granted to a secured party under the UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as may be necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Beneficiary, Grantor shall at its expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand, any and all expenses, including reasonable attorneys' fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to such UCC Collateral. 2.15.2 Grantor agrees, to the extent permitted by law, that: (i) all or a part of the Encumbered Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at and (ii) the address of such party Grantor is as set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in on the first paragraph page of this Deed of Trust.

Security Agreement. This (a) To the extent any of the Trust Property is property covered by the Uniform Commercial Code ("UCC Property"), this Deed of Trust (i) constitutes a security agreement and Trustor hereby grants to Beneficiary, as secured party, a security interest in the Trust Property and the proceeds thereof in favor of Beneficiary for the purpose of securing Performance of the Obligations. This security interest shall be construed self-operative with respect to the UCC Property, but Trustor will execute and deliver on demand such security agreements, financing statements and other instruments as a Deed of Trust on real property, Beneficiary may request in order to impose and/or perfect the lien and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning security interest hereof more specifically upon any of the Code, and shall evidence until UCC Property. Should the grant lien and/or security interest of this Deed of Trust shall terminate, on any UCC Property be subject to a first and prior security interest under agreement covering such UCC Property, then upon the Code as to property within occurrence of an Event of Default, all the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest inof Trustor in and to any and all deposits made in connection with the transaction whereby such prior security agreement was made are hereby assigned to Beneficiary, to, under and together with respect the benefit of any payments now or hereafter made in connection with such transactions. (b) The UCC Property is used primarily for business (other than farm) purposes. (c) Trustor shall replace or cause to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment be replaced with property of equal or greater value all portions or items of UCC Property which are consumed or worn out in ordinary usage. Trustor may sell or dispose of only that part of the Tranche A NotesUCC Property that it is obliged to replace and has replaced; and, and the full and timely performance and discharge unless Beneficiary then agrees otherwise in writing, all proceeds from any such sale or disposition in excess of the Liabilitiesamount expended for such replacements shall promptly be paid over by Trustor to be applied against the indebtedness secured hereby, whether or not such indebtedness is then due and payable. It The foregoing notwithstanding, Trustor may sell or dispose and not replace UCC Property which in the aggregate, after taking into account all other items of UCC Property that have been sold or disposed and not replaced, is not of a material value and is not material to or necessary for the intent continued operation of Grantorthe Premises for the purposes for which it is intended; provided, however, that unless Beneficiary then agrees otherwise in writing, all proceeds from such sale or disposition shall be promptly paid over by Trustor to be applied against the indebtedness secured hereby, whether or not such indebtedness is then due and Trustee payable. (d) Trustor warrants that its chief executive office and principal place of business is as set forth at the beginning of this Deed of Trust encumber all Leases Trust. Trustor further warrants that the UCC Property is located at the Premises. Trustor will immediately notify Beneficiary in writing of any change in its principal place of business/chief executive office/residence, as the case may be, and that all items contained of any change in location of the definition of “Leases” which are included within the Code be covered UCC Property not removed or replaced as permitted or required by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph terms of this Deed of Trust. (e) All covenants of Trustor contained in this Deed of Trust, whether or not expressly referred to herein, shall apply to the UCC Property to the extent applicable to the UCC Property. The covenants and warranties of Trustor and the rights and remedies of Beneficiary contained in this paragraph are in addition to, and not in limitation of, those contained in the other provisions of the Deed of Trust. (f) This Deed of Trust shall be deemed a financing statement filed as a fixture filing; provided the filing of any other financing statement relating to the UCC Property shall not be construed to diminish any of Beneficiary's rights or priorities hereunder.

Security Agreement. This Deed (a) In order to secure payment of Trust ASSOCIATE's payment obligations under this AGREEMENT, ASSOCIATE grants to NECAM a security interest in the following: (i1) shall be construed as a Deed the PRODUCTS which ASSOCIATE purchases from NECAM, (2) the proceeds of Trust on real propertythe sale, lease, installation, servicing, repair or maintenance of all such PRODUCTS (including, but not limited to, the related accounts) (3) contract rights related to the sale or lease of any of the PRODUCTS, and (4) the list of all customers to whom ASSOCIATE has sold or leased NECAM PRODUCTS or provided related installation, servicing, repair or maintenance services. (b) If ASSOCIATE defaults in its payment obligations to NECAM, NECAM may, in its discretion, declare all such payment obligations immediately due and payable, and in such event NECAM shall have all rights and remedies of a secured party under the UCC. (iic) Also, in such event, ASSOCIATE shall also constitute and serve as a “cooperate fully with NECAM's exercise of its rights under this Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect including but not limited to the Service Equipmentturnover of all information required by NECAM to enforce its security interests hereunder, fixtures, Contracts, Rents including all accounts receivable and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notescustomer records, and the full notification of customers directing that payments on accounts receivable be sent directly to NECAM or its designee. (d) ASSOCIATE agrees to promptly sign and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber return to NECAM all Leases and that all items contained in the definition of “Leases” documents which are included within deemed by NECAM to be necessary or prudent to perfect or otherwise protect the Code be covered by priority, validity and continuity of the security interest granted by ASSOCIATE to NECAM in this Section 3; and all items contained in 5(a). Such documents may include (but not necessarily be limited to) an appropriate UCC-1 form. In the definition of “Leases” which are excluded from event ASSOCIATE fails to execute such document(s), then, to the Code be covered extent permitted by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiarylaw, in form and substance reasonably satisfactory to Beneficiary, NECAM may file such “Financing Statements”documents without obtaining ASSOCIATE's signature, as ASSOCIATE's attorney-in-fact (but only for this limited purpose). ASSOCIATE further agrees that NECAM may file a copy of this ASSOCIATE AGREEMENT to perfect or protect the priority, validity and continuity of such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security securty interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustapplicable law.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with With respect to the Service Equipment, fixtures, Contracts, Rents items of personal property and Leases. To fixtures referred to and described in the Granting Clause of this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED Mortgage and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment included as part of the Tranche A NotesCollateral, this Mortgage is hereby made and the full declared to be a security agreement encumbering each and timely performance every item of personal property and discharge fixtures now or hereafter owned by Mortgagor and included herein as a part of the Liabilities. It is the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to Trustee hereinMortgagee, as "Secured Party", a security interest in and to all of the property now or hereafter owned by Mortgagor which constitutes the personal property and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Mortgagor agrees with Beneficiary to deliver to Beneficiarythat Mortgagee may file this Mortgage, or a reproduction thereof, in form and substance reasonably satisfactory to Beneficiarythe real estate records or other appropriate index, such “Financing Statements”, as such term is used in the Codeas, and this Mortgage shall be deemed to be, a financing statement filed as a fixture filing. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagor agrees to execute and deliver such further assurances to Mortgagee, upon Mortgagee's request, any other security agreement and financing statements, as Beneficiary maywell as extensions, from time to time, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary’s amendments thereof, and reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest herein grantedwith respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and Tranche A Lenders shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may cause such statements and assurances reasonably require. Without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to be recorded created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and filedfixtures, including any replacements and additions thereto. Upon the occurrence of an Event of Default under this Mortgage, or any other violation of the covenants, terms and conditions of the security agreement contained herein, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as such prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and places for all purposes and in all proceedings, both legal and equitable, shall be, regarded as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are or are to become fixtures; as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein granted may be obtained from either party at the address of such party is also set forth herein. For purposes This information hereof is provided in order that this Mortgage shall comply with the requirements of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth Uniform Commercial Code as enacted in the first paragraph State for instruments to be filed as financing statements. This Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of this Deed of Trustrecord or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This Deed If any portion of Trust the Property is of a nature so that a security interest therein can be perfected under the Uniform Commercial Code (i) shall be construed as a Deed of Trust on real property"personalty"), and (ii) this Mortgage shall also constitute a Security Agreement and serve as a “Security Agreement” on personal property within Borrower agrees t join with Lender in the meaning execution of any financing statements that may be required for the Code, and shall evidence until the grant perfection or renewal of this Deed of Trust shall terminate, a first and prior such security interest under the Code as to property within Uniform Commercial Code. The Personalty shall be kept in its present locations and will not be removed from the scope thereof Property without the written consent of Lender, and in the state where the Property is situated with respect addition to the Service Equipmentother remedies in the event of default provided for herein, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERLender shall have, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, may exercise from time to time, reasonably consider necessary any and all rights and remedies of a secured party under the Uniform Commercial Code and any and all rights and remedies available to createLender under any other applicable law and, perfectupon request or demand of Lender, Borrower shall, at Borrower's expense assemble the Personalty and preserve Beneficiary’s security interest herein granted, make it available t Lender at the convenient place acceptable to Lender. Lender will give Borrower reasonable notice of the time and Tranche A Lenders may cause such statements place of any public sale of the Personalty or of the time on which any private sale and assurances any other intended deposition is to be recorded and filedmade. The requirements of reasonable notice shall be met if notice is mailed, as such times and places as may be required or permitted by law postage prepaid, to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party Borrower at the address of such party set forth herein. For purposes the Property, at least five (5) days before the time of the security interest herein grantedsale or disposition. Expenses of retaking, holding, preparing for sale, selling or the addresses like, shall include, whether in judicial proceedings, including Bankruptcy court and appellate proceedings, or whether out of debtor court, a reasonable attorney's fees and all other legal expenses incurred by Lender. Personalty shall exclude xxxxxxng, furniture, appliances, linens, china, crockery, kitchenware and personal effects of Borrower and Borrower's dependents (Grantor"Household Xxxxx") and unless the secured party (Beneficiary) Household Goods are set forth in purchased with the first paragraph proceeds of this Deed of Trustthe loan evidenced by the Note.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with With respect to the Service Equipment, fixtures, Contracts, Rents items of personal property and Leases. To fixtures referred to and described in the Granting Clause of this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED Mortgage and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment included as part of the Tranche A NotesCollateral, this Mortgage is hereby made and the full declared to be a security agreement encumbering each and timely performance every item of personal property and discharge fixtures now or hereafter owned by Mortgagor and included herein as a part of the Liabilities. It is the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect, Mortgagor, as “Debtor”, expressly grants to Trustee hereinMortgagee, as “Secured Party”, a security interest in and to all of the property now or hereafter owned by Mortgagor which constitutes the personal property and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Mortgagor agrees with Beneficiary to deliver to Beneficiarythat Mortgagee may file this Mortgage, or a reproduction thereof, in form and substance reasonably satisfactory to Beneficiarythe real estate records or other appropriate index, such “Financing Statements”, as such term is used in the Codeas, and this Mortgage shall be deemed to be, a financing statement filed as a fixture filing in accordance with Section 554.9502 of the Iowa Code. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagor agrees to execute and deliver such further assurances to Mortgagee, upon Mortgagee’s request, any other security agreement and financing statements, as Beneficiary maywell as extensions, from time to time, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary’s amendments thereof, and reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest herein grantedwith respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and Tranche A Lenders shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may cause such statements and assurances reasonably require. Except as permitted by the Credit Agreement, without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to be recorded created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and filedfixtures, including any replacements and additions thereto. Upon the occurrence and during the continuation of an Event of Default under this Mortgage, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as such prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee’s sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and places for all purposes and in all proceedings, both legal and equitable, shall be, regarded as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property conveyed hereby. Mortgagor warrants that Mortgagor’s name, identity and address are or are to become fixtures; as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein granted may be obtained from either party at the address of such party is also set forth herein. For purposes This information hereof is provided in order that this Mortgage shall comply with the requirements of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth Uniform Commercial Code as enacted in the first paragraph State for instruments to be filed as financing statements. In accordance with Section 554.9515 of the Iowa Code, this Deed Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of Trustrecord or its effectiveness otherwise terminates as to the Collateral.

Security Agreement. This Deed The VESSEL subject to this Mortgage is that certain oil screw VESSEL named GRAND CALLIOU, Official Number 509018, of Trust about 537 gross tons and 366 net tons, register, together with all her accessories and appurtenances, including, but not limited to anchors, apparel, boats, boilers, cables, catch, chains, charter hire, electronics, engines, equipment, fishing gear, freight, furniture, machinery, masts, motors, nets, product, related gear, rents or profits, rigging, sails, skiffs, spare parts, spars, substitutions, supplies, tackle, and parts and accessories affixed to or used in connection therewith, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements, renewals, and replacements hereafter made in, on, or to the said VESSEL or any part thereof, and in, on, or to its equipment and appurtenances as aforesaid (i) shall herein the "VESSEL"), BORROWER further grants to the GOVERNMENT, pursuant to the Uniform Commercial Code of Louisiana, a security interest in said goods, together with all of BORROWER'S accounts receivable, contract rights, contracts, general intangibles, inventory, Individual Transferable Quotas, licenses, permits, and proceeds of any of the foregoing. In the event of a foreclosure sale, under the terms of this Mortgage, or under judgment of a court, all property herein described may, at the option of the GOVERNMENT, be construed sold as a Deed of Trust on real propertywhole or in parts, and (ii) it shall also constitute and serve as a “Security Agreement” on personal not be necessary to have present at the place of sale the property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with or any part thereof. With respect to the Service Equipmentproperty hereinabove described, fixtures, Contracts, Rents this Mortgage shall constitute a security agreement between the BORROWER and Leasesthe GOVERNMENT. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and The GOVERNMENT shall have all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure rights conferred on secured parties by the full and timely payment Uniform Commercial Code. Such rights shall be cumulative of all other rights of the Tranche A Notes, and the full and timely performance and discharge of the LiabilitiesGOVERNMENT hereunder. It is expressly agreed that if on default the intent GOVERNMENT should proceed to dispose of Grantorthe property, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained or any part thereof, in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by accordance with the provisions of the Uniform Commercial Code, ten (10) days notice by the GOVERNMENT to the BORROWER shall be deemed to be reasonable notice under any provisions of the Uniform Commercial Code requiring such notice; provided, however, that the GOVERNMENT may at its option dispose of the property, or any part thereof, in accordance with the GOVERNMENT'S rights and remedies pursuant to the other provisions of this Mortgage, in lieu of proceeding under the Uniform Commercial Code. Should a limited fisheries access system be initiated at some future date under which the BORROWER is granted, or has been granted, prior to the date of this Mortgage, a transferable fishery conservation and management allocation (including, but not limited to, allocations, permits, quotas, licenses, cage tags, or any other fisheries access restriction or right (however characterized) of whatsoever nature affecting, necessary for, or in any other way (however characterized) associated with any of the property included in or subject to the Security Documents, the BORROWER agrees that it shall grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, the GOVERNMENT a full senior security interest in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used allocation by whatsoever means deemed by the GOVERNMENT (in the CodeGOVERNMENT'S sole discretion) to be appropriate (including, but not limited to, the BORROWER'S execution of security agreements and the filing of financing statements under the U.C.C.). Further, if the BORROWER fails to do so, the BORROWER agrees that the GOVERNMENT may (in the GOVERNMENT'S sole discretion) use, for the purpose of executing, delivering, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as otherwise perfecting whatever documents may be required or permitted by law to so create, perfect and preserve the grant to the GOVERNMENT of such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the full security interest herein granted may be obtained from either party at the address of in such party set forth herein. For purposes of the security interest herein grantedfisheries conservation and management allocation, the addresses of debtor (Grantor) and attorney-in-fact authority conferred upon the secured party (Beneficiary) are set forth in GOVERNMENT by the first paragraph of this Deed of TrustSecurity Documents.

Security Agreement. This Deed Mortgage is hereby deemed to be as well a Security Agreement for the purpose of Trust (i) shall be construed as creating hereby a Deed of Trust on real property, security interest securing the indebtedness secured hereby in and (ii) shall also constitute and serve as a “Security Agreement” on personal property within to the meaning Personal Property. Without derogating any of the Code, and shall evidence until the grant provisions of this Deed of Trust shall terminateMortgage, Trustor by this Mortgage: (a) grants to Beneficiary a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s Trustor's right, title and interest inin and to all Personal Property, including, but not limited to, under the items referred to above, together with all additions, accessions and substitutions and all similar property hereafter acquired and used or obtained for use on, or in connection with respect the Property. The Personal Property and all proceeds thereof are intended to be secured hereby; however, such intent shall never constitute an express or implied consent on the part of Beneficiary to the Service Equipmentsale of any or all Personal Property; (b) agrees that, fixturessubject to the limitations contained in Section 5.18 of this Mortgage, Contracts, Rents, Leases and Proceeds to the security interest hereby granted by this Mortgage shall secure the full and timely payment of the Tranche A NotesObligations; (c) agrees not to sell, convey, Mortgage or grant a security interest in, or otherwise dispose of or encumber, any of the Personal Property or any of the Beneficiary's right, title or interest therein except as permitted by the Credit Agreement without first securing Beneficiary's written consent; (d) agrees that upon or after the occurrence of any Event of Default under this Mortgage, Beneficiary shall have all rights and remedies granted by law and more particularly the Code, including, but not limited to, the right to take possession of the Personal Property, and the full and timely performance and discharge for this purpose may enter upon any premises on which any or all of the LiabilitiesPersonal Property is situated without being deemed guilty of trespass and without liability for damages thereby occasioned (except for damages caused by Beneficiary's gross negligence or wilful misconduct), and take possession of and operate said Personal Property or remove it therefrom. It Beneficiary shall have the further right to take any action it deems necessary, appropriate or desirable, at its option and in its discretion, to repair, refurbish or otherwise prepare the Personal Property for sale, lease or other use or disposition, and to sell at public or private sales or otherwise dispose of, lease or utilize the Personal Property and any part thereof in any manner authorized or permitted by law and to apply the proceeds thereof, subject to the limitations set forth in Section 5.18 of this Mortgage, toward payment of any costs and expenses, to the extent permitted by law, thereby incurred by Beneficiary and, subject to the limitations set forth in Section 5.18 of this Mortgage, toward payment of the Obligations and all other indebtedness described in this Mortgage, in such order and manner as is provided in Section 4.05 hereof. To the intent extent permitted by law, and only to the extent Trustor has waived any of Grantorthe following under that certain Security Agreement of even date herewith by and between Trustor and Beneficiary ("Security Agreement"), Beneficiary Trustor expressly waives any notice of sale or other disposition of the Personal Property and Trustee any other rights or remedies of a debtor or formalities prescribed by law relative to a sale or disposition of the Personal Property or to exercise any other right or remedy existing after default hereunder; and to the extent any notice is required and cannot be waived, Trustor agrees that this Deed of Trust encumber all Leases and that all items contained if such notice is deposited for mailing, postage prepaid, certified mail or registered mail, return receipt requested, to Trustor at the address designated in the definition first page of “Leases” which are included within this Mortgage at least fifteen (15) days before the Code time of sale or disposition, such notice shall be covered deemed reasonable and shall fully satisfy any requirements for giving of said notice; provided that if Trustor has furnished Beneficiary with notice of a change of address in accordance with Section 5.01, then any such notice shall not be reasonable unless sent to the new address; (e) agrees, to the extent permitted by the security interest law and without limiting any rights and privileges herein granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, that Beneficiary may dispose of any or all of the Personal Property at the same time and place upon giving the same notice provided for in this Mortgage, and in the same manner as the non-judicial foreclosure sale provided under the terms and conditions of this Mortgage; and (f) authorizes Beneficiary to file, in the jurisdiction where this Mortgage will be given effect, financing statements including renewal or confirmation thereof, covering the Personal Property; and at the request of Beneficiary, Trustor will join Beneficiary in executing one or more such financing statement including renewal or confirmation thereof, pursuant to the Code in a form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used and will pay the cost of filing the same in the Code, all public offices at any time and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such time wherever Beneficiary deems filing or recording of any financing statements and assurances including renewal or confirmation thereof or of this instrument to be recorded and filed, as such times and places as may be required desirable or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustnecessary.

Security Agreement. This Deed The vessel subject to this Mortgage is that certain oil screw vessel named XXXXXXX X. XXXXXXX, Official Number 298972, of Trust about 517 gross tons and 352 net tons, register, together with all her accessories and appurtenances, including, but not limited to anchors, apparel, boats, boilers, cables, catch, chains, charter hire, electronics, engines, equipment, fishing gear, freight, furniture, machinery, masts, motors, nets, product, related gear, rents or profits, rigging, sails, skiffs, spare parts, spars,substitutions, supplies, tackle, and parts and accessories affixed to or used in connection therewith, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements, renewals, and replacements hereafter made in, on, or to the said vessel or any part thereof, and in, on, or to its equipment and appurtenances as aforesaid (i) shall herein the "vessel"), BORROWER further grants to the GOVERNMENT, pursuant to the Uniform Commercial Code of Louisiana, a security interest in said goods, together with all of BORROWER'S accounts receivable, contract rights, contracts, general intangibles, inventory, Individual Transferable Quotas, licenses, permits, and proceeds of any of the foregoing. In the event of a foreclosure sale, under the terms of this Mortgage, or under judgment of a court, all property herein described may, at the option of the GOVERNMENT, be construed sold as a Deed of Trust on real propertywhole or in parts, and (ii) it shall also constitute and serve as a “Security Agreement” on personal not be necessary to have present at the place of sale the property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with or any part thereof. With respect to the Service Equipmentproperty hereinabove described, fixtures, Contracts, Rents this Mortgage shall constitute a security agreement between the BORROWER and Leasesthe GOVERNMENT. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and The GOVERNMENT shall have all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure rights conferred on secured parties by the full and timely payment Uniform Commercial Code. Such rights shall be cumulative of all other rights of the Tranche A Notes, and the full and timely performance and discharge of the LiabilitiesGOVERNMENT hereunder. It is expressly agreed that if on default the intent GOVERNMENT should proceed to dispose of Grantorthe property, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained or any part thereof, in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by accordance with the provisions of the Uniform Commercial Code, ten (10) days notice by the GOVERNMENT to the BORROWER shall be deemed to be reasonable notice under any provisions of the Uniform Commercial Code requiring such notice; provided, however, that the GOVERNMENT may at its option dispose of the property, or any part thereof, in accordance with the GOVERNMENT's rights and remedies pursuant to the other provisions of this Mortgage, in lieu of proceeding under the Uniform Commercial Code. Should a limited fisheries access system be initiated at some future date under which the BORROWER is granted, or has been granted, prior to the date of this Mortgage, a transferable fishery conservation and management allocation (including, but not limited to, allocations, permits, quotas, licenses, cage tags, or any other fisheries access restriction or right (however characterized) of whatsoever nature affecting, necessary for, or in any other way (however characterized) associated with any of the property included in or subject to the Security Documents, the BORROWER agrees that it shall grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, the GOVERNMENT a full senior security interest in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used allocation by whatsoever means deemed by the GOVERNMENT (in the CodeGOVERNMENT'S sole discretion) to be appropriate (including, but not limited to, the BORROWER'S execution of security agreements and the filing of financing statements under the U.C.C.). Further, if the BORROWER fails to do so, the BORROWER agrees that the GOVERNMENT may (in the GOVERNMENT'S sole discretion) use, for the purpose of executing, delivering, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as otherwise perfecting whatever documents may be required or permitted by law to so create, perfect and preserve the grant to the GOVERNMENT of such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the full security interest herein granted may be obtained from either party at the address of in such party set forth herein. For purposes of the security interest herein grantedfisheries conservation and management allocation, the addresses of debtor (Grantor) and attorney-in-fact authority conferred upon the secured party (Beneficiary) are set forth in GOVERNMENT by the first paragraph of this Deed of TrustSecurity Documents.

Security Agreement. This Deed to Secure Debt is made pursuant to Official Code of Trust Georgia Annotated (i“O.C.G.A.”) shall be construed as a Deed of Trust on real propertySection 44-14-60, and (ii) shall also constitute is both a real property Deed to Secure Debt and serve as a “Security Agreementsecurity agreement” on personal property within the meaning of the Uniform Commercial Code. The Premises includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Premises. By executing and shall evidence until the grant of delivering this Deed of Trust shall terminateto Secure Debt, Grantor hereby grants to Grantee, as security for the Obligations (hereinafter defined), a first and prior security interest under in the Fixtures, the Equipment, the Personal Property and other property constituting the Premises to the full extent that the Fixtures, the Equipment, the Personal Property and such other property may be subject to the Uniform Commercial Code (said portion of the Premises so subject to the Uniform Commercial Code being called the “Collateral”). Without limiting the foregoing, Grantor hereby grants to Grantee a security interest in all of its present and future “Equipment” and “General Intangibles” (as to property within said quoted terms are defined in the scope thereof and in Uniform Commercial Code of the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERPremises are located), and Grantee shall have, in addition to all rights and remedies provided herein, and in any other agreements, commitments and undertakings made by these presents does GRANTGrantor to Grantee, BARGAIN, CONVEY, ASSIGN, TRANSFER all of the rights and SET OVER, unto Trustee remedies of a “Secured Party” under the Georgia Uniform Commercial Code and Beneficiary, a first and prior security interest and all the Uniform Commercial Code of the state of Grantor’s creation. If the lien of this Deed to Secure Debt is subject to a security interest covering any such personal property, then all of the right, title and interest inof Grantor in and to any and all such property is hereby assigned to Grantee, totogether with the benefits of all deposits and payments now or hereafter made thereon by Grantor. During the continuation of any Event of Default, Grantee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Grantee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Grantee during the continuation of any Event of Default, Grantor shall, at its expense, assemble the Collateral and make it available to Grantee at a convenient place (at the Land if tangible property) reasonably acceptable to Grantee. Grantor shall pay to Grantee on demand any and all expenses, including reasonable legal expenses and attorneys’ fees, incurred or paid by Grantee in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Service EquipmentCollateral during the continuation of any Event of Default. Any notice of sale, fixturesdisposition or other intended action by Grantee with respect to the Collateral sent to Grantor in accordance with the provisions hereof at least ten (10) Business Days prior to such action, Contractsshall, Rentsexcept as otherwise provided by applicable law, Leases and Proceeds constitute reasonable notice to secure Grantor. The proceeds of any disposition of the full and timely Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Grantee to the payment of the Tranche A Notes, Obligations in such priority and proportions as required under the full Credit Agreement. The principal place of business of Grantor (Secured Debtor) is as set forth on page one hereof and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party Grantee (Secured Party) is as set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Truston page one hereof.

Security Agreement. This Deed (a) The Seller and the Issuer intend that the transfer by the Seller of Trust the initial Contributed Assets pursuant to Section 2.01 hereof and each subsequent transfer by the Seller of additional Contributed Assets and Excess Assets pursuant to Section 2.02 hereof shall each constitute a valid sale, transfer and conveyance by the Seller of the Contributed Assets and Excess Assets and that the Contributed Assets and Excess Assets shall not be part of the Seller’s estate in the event of the insolvency or bankruptcy of the Seller. (b) The Seller and the Issuer intend that their operations and business would not be substantively consolidated in the event of the bankruptcy or insolvency of the Seller and that the separate existence of the Seller and the Issuer would not be disregarded in the event of the insolvency or the bankruptcy of the Seller. In the event that (i) shall any such Contributed Assets or Excess Assets are held to be construed as a Deed property of Trust on real property, and the Seller’s bankruptcy estate or (ii) this Agreement is held or deemed to create a security interest in the Contributed Assets and Excess Assets, then (x) this Agreement shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of Article 8 and Article 9 of the Code, UCC as in effect in the State of New York and (y) the conveyances provided for in Section 2.01 and Section 2.02 hereof shall evidence until constitute a grant by the grant Seller to the Issuer of this Deed of Trust shall terminate, a valid first and prior priority perfected security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantorthe Seller’s right, title and interest inin and to the Contributed Assets and Excess Assets, towhich security interest has been assigned to the Indenture Trustee pursuant to Section 4.03 hereof and which security interest will be deemed to have been granted directly to the Indenture Trustee from the Seller in the event of the consolidation of the Seller and the Issuer in any Insolvency Proceeding. In furtherance of the foregoing, under and (i) the Issuer shall have all of the rights of a secured party with respect to the Service EquipmentContributed Assets and Excess Assets pursuant to applicable law and (ii) the Seller shall execute all documents, fixturesincluding but not limited to UCC financing statements, Contracts, Rents, Leases as the Issuer may reasonably require to effectively perfect and Proceeds to secure evidence the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained Issuer’s first priority security interest in the definition of “Leases” which are included within the Code be covered by the security Contributed Assets, Excess Assets and each Owner Trust’s ownership interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryEngines, in form Lease Agreements and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances other Related Assets owned or purported to be recorded owned by such Owner Trust. The Seller also covenants not to pledge, assign or grant any interest to any other party in any Contributed Assets and filed, as such times and places as may be required or permitted by law Excess Assets other than the leasehold interest which is granted to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary a Lessee pursuant to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustapplicable Lease Agreement.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. 2.15.1 This Deed of Trust shall also be a security agreement between Trustor and Beneficiary covering the Trust Estate constituting personal property or fixtures (hereinafter collectively called "UCC Collateral") governed by the UCC in effect in the State as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust, and as further security for the payment and performance of the Obligations, Trustor hereby grants to Beneficiary a security interest in such portion of the Trust Estate to the full extent that the Trust Estate may be subject to the UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the UCC. Trustor shall execute and deliver to Beneficiary all financing statements and such further assurances that may be required to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests, and Trustor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Secured Debt Documents, if Beneficiary should dispose of any of the Trust Estate comprising the UCC Collateral pursuant to the UCC, ten (10) days prior written notice by Beneficiary to Trustor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the foreclosure procedures of this Deed of Trust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated to, from time to time execute and deliver at Trustor's expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Trustor and Beneficiary. Except as otherwise provided in the Secured Debt Documents, if an Event of Default shall occur and is continuing, (a) Beneficiary, in addition to any other rights and remedies which it may have, may exercise immediately and without demand to the extent permitted by law, any and all rights and remedies granted to a secured party under the UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures may be necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Beneficiary, Trustor shall at its expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand, any and all expenses, including reasonable attorneys' fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to such UCC Collateral. 2.15.2 To the extent permitted by law: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a “financing statement filed as a "fixture filing” for " within the purposes meaning of Sections 9.334, 9.502 and 9.604 of the Code. All UCC; (ii) all or a part of the Property Trust Estate are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at and (iii) the address of such party Trustor is as set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in on the first paragraph page of this Deed of Trust.

Security Agreement. This Deed The due and punctual payment of Trust (i) the interest on the Notes when and as the same shall be construed as a Deed of Trust due and payable on real propertyan Interest Payment Date, at maturity or by acceleration, and interest on the overdue principal of and interest (iito the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Notes (the "Secured Obligations"), according to the terms hereunder or thereunder, shall be secured as provided in the Custody and Security Agreement (the "SECURITY AGREEMENT") shall also constitute which the Company, the Custodian of the Collateral Account (the "CUSTODIAN") and serve as a “the Trustee have entered into simultaneously with the execution of this Indenture, along with the Collateral Account Control Agreement (the "CONTROL AGREEMENT," and together with the Security Agreement” on personal property within , the meaning "COLLATERAL DOCUMENTS"). Upon the acceleration of the Codematurity of the Notes, the Trustee shall foreclose upon the Collateral (as defined in the Security Agreement). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and disbursement of the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Custodian and the Trustee to enter into the Collateral Documents and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of the Collateral Documents, and shall evidence until the grant of this Deed of Trust shall terminatedo or cause to be done all such acts and things as may be necessary or proper, a first and prior security interest under the Code or as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code may be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered required by the provisions of the grant Collateral Documents, to assure and confirm to the Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, the security interest in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”the Collateral contemplated by the Collateral Documents or any part thereof, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to timetime constituted, reasonably consider necessary so as to create, perfectrender the same available for the security and benefit of this Indenture with respect to, and preserve Beneficiary’s of, the Notes, according to the intent and purposes expressed in the Collateral Documents. The Company shall take any and all actions reasonably required to cause the Collateral Documents to create and maintain (to the extent possible under applicable law) as security for the obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens. The Trustee shall have no responsibility for perfecting or maintaining the perfection of the Trustee's security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustCollateral or for filing any instrument, document or notice in any public office at any time or times.

Security Agreement. This (a) Grantor and Grantee agree that this Deed to Secure Debt shall constitute a Security Agreement within the meaning of Trust the Code with respect to (ia) shall be construed as a all sums at any time on deposit for the benefit of Grantor or held by the Grantee (whether deposited by or on behalf of Grantor or anyone else) pursuant to any of the provisions of this Deed of Trust on real propertyto Secure Debt or the other Loan Documents, and (iib) shall also with respect to any personal property included in the granting clauses of this Deed to Secure Debt, which personal property may not be deemed to be affixed to the Property or may not constitute and serve as a “Security Agreementfixture” on personal property (within the meaning of the Code) (which property is hereinafter referred to as “Personal Property”), and shall evidence until all replacements of, substitutions for, additions to, and the grant proceeds thereof, and the “supporting obligations” (as defined in the Code) (all of this Deed of Trust shall terminatesaid Personal Property and the replacements, substitutions and additions thereto and the proceeds thereof being sometimes hereinafter collectively referred to as “Collateral”), and that a first and prior security interest under the Code as to property within the scope thereof in and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERCollateral is hereby granted to the Grantee, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest the Collateral and all of Grantor’s right, title and interest intherein are hereby assigned to Grantee, to, under and all to secure payment of the Indebtedness. This Deed to Secure Debt is intended to be a financing statement within the purview of the Code with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, Collateral and the full and timely performance and discharge of the Liabilities. It is the intent of Grantorgoods described herein, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property goods are or are may become fixtures relating to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth hereinProperty. For purposes of the security interest herein granted, the The addresses of debtor Grantor (GrantorDebtor) and the secured party Grantee (BeneficiarySecured Party) are set forth in below. This Deed to Secure Debt is to be filed for recording with the first paragraph Recorder of this Deed Deeds of Trustthe county or counties where the Property is located. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover all Leases between Grantor or its agents as lessor, and various tenants named therein, as lessee, including all extended terms and all extensions and renewals of the terms thereof, as well as any amendments to or replacement of said Leases, together with all of the right, title and interest of Grantor, as lessor thereunder.

Security Agreement. This Deed Mortgage is also a security agreement between Mortgagor, as debtor, and Mortgagee, as secured party. Mortgagor hereby grants to Mortgagee and Mortgagee's successors and assigns, a security interest in those portions of Trust the Property in which a security interest may lawfully be created, including without limitation: (i) shall be construed as a Deed those portions of Trust on real property, the Property which constitute Accessories and each and every part thereof; (ii) shall also constitute and serve as a “Security Agreement” on personal property within all proceeds from the meaning sale, lease or other disposition of all or any part of the CodeProperty; and (iii) all sums, proceeds, funds and shall evidence until reserves described or referred to in this Mortgage. However, the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as in proceeds shall not be deemed to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leasesauthorize any action otherwise prohibited herein. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior The security interest created hereby is specifically intended to cover and include all Leases including all extended terms and all extensions and renewals of Grantor’s the terms thereof, as well as any amendments to or replacements of said Leases, together with all the right, title and interest inof Mortgagor, toas lessor thereunder, under and with respect to including, without limiting the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment generality of the Tranche A Notesforegoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the rents, income, revenues, issues and profits and moneys payable as damages or in lieu of rent and moneys payable as the purchase price of the Property or any part thereof or of awards or claims for money and other sums of money payable or receivable thereunder howsoever payable, and to bring actions and proceedings thereunder or for the full enforcement thereof, and timely performance to do any and discharge all things which Mortgagor or any lessor is or may become entitled to do under the Leases; provided, that this provision shall not impair or diminish any obligation of Mortgagor under the Leases, nor shall any obligation be imposed upon Mortgagee. In addition to Mortgagee's rights hereunder or otherwise, Mortgagee shall have all of the Liabilitiesrights of a secured party under the Hawaii Uniform Commercial Code (the "Code"). It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary Mortgagee may, from time to time, file all financing statements as required by Mortgagee in order to establish or maintain the validity, perfection or priority of the security interests created herein. Mortgagor shall (a) promptly pay to Mortgagee on demand all costs of preparation and filing of financing statements pursuant hereto and all costs of Code searches reasonably consider necessary required by Mortgagee and (b) give to create, perfectMortgagee a certificate in form satisfactory to Mortgagee listing all trade names of Mortgagor and under which Mortgagor operates or intends to operate the Property or any part thereof, and preserve Beneficiary’s security interest herein grantedgive to Mortgagee advance written notice of any proposed change of any such trade name and of any change of name (or trade name or assumed name), and Tranche identity or structure of Mortgagor. A Lenders may cause such statements and assurances carbon, photographic or other reproduction of this Mortgage or of a financing statement executed pursuant hereto is sufficient as a financing statement. This Mortgage is, without limitation, intended to be recorded and filed, a financing statement filed as such times and places as may be required or permitted by law a fixture filing with respect to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts the portions of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property which are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.to

Security Agreement. (a) This Deed of Trust (i) shall be construed as constitutes a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Uniform Commercial Code as enacted this date in the State of North Carolina (the “Uniform Commercial Code”). Borrower hereby grants to Lender a security interest in all of Borrower’s property included in the Mortgaged Property which might otherwise be deemed “personal property”, including, but not limited to, all furniture, furnishings, fixtures, equipment, machinery, Leases, rents, issues, profits, contract rights, accounts, general intangibles and all other property used or useable in connection with the Mortgaged Property, whether now owned or hereafter acquired by Borrower, and all substitutions, accretions and component parts, replacements thereof, and additions thereto and all cash and non-cash proceeds thereof. (b) Borrower shall evidence until authorize, deliver, file and refile any financing statements, continuation statements, or other security agreements Lender may require from time to time to confirm the grant lien of this Deed of Trust with respect to such property. Without limiting the foregoing, Borrower hereby irrevocably appoints Lender attorney-in-fact for Borrower to execute, deliver and file such instruments for and on behalf of Borrower. Borrower shall terminatepay, or at Lender’s election shall reimburse Lender for, all filing fees in connection therewith. Borrower shall not change its principal place of business or jurisdiction of formation without giving Lender at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements authorized by Borrower in the same form as the financing statements delivered to Lender on the date hereof except for the change of address or jurisdiction. (c) Upon any Event of Default hereunder or under the Note, Lender shall have, in addition to any other rights and remedies hereunder or under the Note, all of the rights and remedies granted to a first secured party under the Uniform Commercial Code with respect to such personal property. To the extent permitted by law, Borrower and prior Lender agree that the items set forth on the financing statements shall be treated as part of the real estate and improvements regardless of the fact that such items are set forth in the financing statements. Such items are contained in the financing statements to create a security interest in favor of Lender in the event such items are determined to be personal property under the Code as to law. Notwithstanding any release of any or all of that property within the scope thereof and included in the state where Mortgaged Property which is deemed “real property” or any proceedings to foreclose this Deed of Trust or its satisfaction of record, the Property is situated terms hereof shall survive as a security agreement with respect to the Service Equipmentsecurity interest created hereby and referred to above until the repayment or satisfaction in full of the obligations of Borrower as are now or hereafter evidenced by the Note. (d) To the extent permitted under the Uniform Commercial Code or other applicable law, fixturesBorrower waives all rights of redemption and all other rights and remedies of a debtor thereunder and all formalities prescribed by law relative to the sale or disposition of the personal property after the occurrence of an Event of Default hereunder and to all other rights and remedies of Borrower with respect thereto. In exercising its right to take possession of the personal property upon the occurrence of an Event of Default hereunder, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERLender may enter upon the Mortgaged Property without being guilty of trespass or any other wrong-doing, and without liability for damage thereby occasioned. (e) Borrower shall reimburse Lender, on demand, for all reasonable expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the personal property which are incurred or paid by these presents does GRANTLender, BARGAINincluding, CONVEYwithout limitation, ASSIGNall attorneys’ fees, TRANSFER legal expenses and SET OVERcosts, unto Trustee and Beneficiary, a first and prior security interest and all of Grantorsuch expenses shall be added to Borrower’s right, title obligations to Lender and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code shall be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. secured hereby. (f) This Deed of Trust shall also constitute a “fixture filing” for Fixture Filing under the North Carolina Uniform Commercial Code. For the purposes of this filing, the Code. All or part name and address of the Property Debtor are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the name and address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth Borrower specified in the first paragraph hereof, the name and address of this Deed the Secured Party are the name and address of Trustthe Lender specified in the first paragraph hereof, and the organization number of the Debtor is 4301371.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. 2.16.1 This Deed of Trust shall also be a security agreement between Grantor and Beneficiary covering that portion of the Trust Estate constituting personal property or fixtures (collectively, the "UCC Collateral") governed by the UCC as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust, and as further security for the payment and performance of the Secured Obligations, Grantor hereby grants to Beneficiary a security interest in such portion of the Trust Estate to the full extent that the Trust Estate may be subject to the UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the UCC. Grantor shall execute and deliver to Beneficiary all financing statements and such further assurances customarily required for transactions of the type secured hereby to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests, and Grantor shall bear all costs thereof, including all UCC searches. Except as otherwise provided in the Loan Documents, if Beneficiary should dispose of any of the Trust Estate comprising the UCC Collateral pursuant to the UCC, ten days' prior written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the foreclosure procedures of this Deed of Trust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated to, from time to time execute and deliver at Grantor's expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Grantor and Beneficiary which are reasonably necessary to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests in the UCC Collateral or release such liens, as the case may be. Except as otherwise provided in the Loan Documents, upon the occurrence and during the continuation of an Event of Default, (a) Beneficiary, in addition to any other rights and remedies which it may have, may exercise immediately and without demand to the extent permitted by law, any and all rights and remedies granted to a secured party under the UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem reasonably necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Beneficiary, Grantor shall at its expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand, any and all expenses, including reasonable attorneys' fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to such UCC Collateral. 2.16.2 Grantor and the Beneficiary agree, to the extent permitted by law, that: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a “financing statement filed as a "fixture filing” for " within the purposes meaning of Sections 9-334 and 9-502 of the Code. All UCC; (ii) all or a part of the Property Trust Estate are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, and (iii) the addresses of debtor (Grantor) Grantor and the secured party (Beneficiary) Beneficiary are as set forth in on the first paragraph page of this Deed of Trust. Further, Grantor authorizes Beneficiary to file financing statements in Barton County, Missouri and such other jurisdictions as Beneficiary may require in order to pxxxxxx and provide notice of the liens and security interest created hereunder.

Security Agreement. This Deed Mortgage is hereby deemed to be as well a Security Agreement for the purpose of Trust (i) shall be construed as creating hereby a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within security interest securing the meaning indebtedness. Without derogating any of the Code, and shall evidence until the grant provisions of this Deed of Trust shall terminateMortgage, Mortgagor by this Mortgage: (a) grants to Mortgagee a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s Mortgagor's right, title and interest inin and to all Collateral and fixtures, totogether with all additions, under accessions and substitutions and all similar property hereafter acquired and used or obtained for use on, or in connection with the Premises. The proceeds of said Collateral and fixtures are intended to be secured hereby; however, such intent shall never constitute an express or implied consent on the part of Mortgagee to the sale of any or all Collateral or fixtures; (b) agrees that the security interest hereby granted by this Mortgage shall secure the payment of the indebtedness specifically described and shall also secure payment of any future debt or advancement owing by Mortgagor to Mortgagee with respect to the Service EquipmentPremises; (c) agrees not to sell, fixturesconvey, Contractsmortgage or grant a security interest in, Rentsor otherwise dispose of or encumber, Leases and Proceeds to secure the full and timely payment any of the Tranche A NotesCollateral or fixtures or any of Mortgagor's right, title or interest therein without first securing Mortgagee's written consent unless such Collateral or fixture is replaced with Collateral or fixtures of comparable value and efficiency (in such manner as shall extend to Mortgagee a first lien or security interest therein); and Mortgagee may, at its sole option, require Mortgagor to apply the full and timely performance and discharge proceeds from the disposition of Collateral or fixtures in reduction of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee indebtedness secured hereby; (d) agrees that this Deed of Trust encumber all Leases and that all items contained if Mortgagor's rights in the definition Collateral are voluntarily or involuntarily transferred, whether by sale, creation of “Leases” which are included within a security interest, attachment, levy, garnishment or other judicial process, without the Code be covered written consent of Mortgagee, such transfer constitutes an Event of Default by Mortgagor under the terms of this Mortgage provided, that notwithstanding any provision of this Mortgage to the contrary, Mortgagor may create security interests in vehicles and office equipment including computer equipment purchased after the date hereof in an amount not to exceed $150,000.00.; (e) agrees that upon or after the occurrence of any Event of Default hereunder, Mortgagee may, with or without notice to Mortgagor, exercise its rights to declare all indebtedness secured by the security interest created hereby immediately due and payable, in which case Mortgagee shall have all rights and remedies granted by law and more particularly the Uniform Commercial Code as enacted in Florida; (f) agrees, to the extent permitted by law and without limiting any rights and privileges herein granted to Mortgagee, that Mortgagee may dispose of any or all of the Collateral at the same time and place upon giving the same notice provided for in this Section 3Mortgage, and in the same manner as provided under the terms and conditions of this Mortgage; and (g) authorizes Mortgagee to file, in the jurisdiction where this Mortgage will be given effect, or in such other jurisdiction as filing may be required to perfect the security interest granted hereunder, financing statements including renewal or confirmation thereof, covering the Collateral; and all items contained at the request of Mortgagee, Mortgagor will join Mortgagee in executing one or more such financing statements including amendment, renewal or confirmation thereof, pursuant to the definition of “Leases” which are excluded from the Uniform Commercial Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, as enacted in Florida in a form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the CodeMortgagee, and execute will pay the cost of filing the same in all public offices at any time and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such time wherever Mortgagee deems filing or recording of any financing statements and assurances including renewal or confirmation thereof or of this instrument to be recorded and filed, as such times and places as may be required desirable or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustnecessary.

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentMortgagee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Mortgaged Premises”, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Schedule “A” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the “Collateral”, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of GrantorMortgagor’s right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceedings with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notices of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and timely performance and discharge legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Mortgaged Premises any of the Liabilities. It Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Mortgaged Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other then the lien of taxes not yet due and payable), encumbrances or security interest herein grantedinterests of others. Mortgagor shall, upon demand, execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at anytime, or from time to be recorded and filedtime, as such times and places reasonable request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect subject to no liens (other than the lien of taxes not yet due and preserve such payable), encumbrances, or security interestinterests of others. Grantor authorizes Beneficiary to file such Financing Statements describing such parts This Mortgage also constitutes a financing statement for the purpose of the Property as Beneficiary may desire. This Deed of Trust UCC and shall also constitute a “fixture filing” for under such statutes and shall be filed in the purposes real estate records of the CodeCounty in which the Land is located. All or part For such purpose the name and address of the Property debtor and the secured party are as set forth below: Name of Debtor: ORP THREE L.L.C. Debtor’s Mailing Address: ORP THREE L.L.C. x/x XXXXX Xxxxxxxx Xxxxx 0 4582 South Ulster Street Parkway Suite 1100 Xxxxxx, Xxxxxxxx 00000 Debtor’s Taxpayer Identification No.: 00-0000000 Debtor’s Organization No.: MD W03799947 Address of Premises: 00000 Xxxxxxx Xxxxxx South Burnsville, Minnesota Name of Secured Party: New York Community Bank Address of Secured Party: Xxx Xxxxxxx Xxxxx Xxxxxxx, Xxx Xxxx 00000 Attn: Xxxxx X. XxXxxxxxxx, Senior Vice President This financing statements covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the real property described in this Mortgage. Mortgagor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to Mortgagee, and covenants and agrees with Mortgagee as follows: (a) Mortgagor shall not merge or consolidate into, or transfer any of the Collateral to, any other entity or person without the prior written consent of the Mortgagee. (b) Mortgagor shall not change its name unless it has given Mortgagee sixty (60) days prior written notice thereof and executed and authorized at the request of Mortgagee, such additional financing statements to be filed in such jurisdiction as the Mortgagee may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Mortgagor as debtor and the Mortgagee as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Mortgagee or its counsel without the prior written consent of the Mortgagee. (d) Mortgagor hereby authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such financing statements in such jurisdictions as the Mortgagee may deem necessary or desirable in order to perfect the security interest herein granted may by the Mortgagor under this security agreement. This Mortgage consisting of twenty-six (26) pages, together with Schedule A consisting of one (1) page, and including a cover and acknowledgment page, contains the entire agreement between the parties and the same cannot be obtained from either party modified or changed except by an instrument in writing executed on behalf of the Mortgagee and signed by one of its officers and bearing its official seal. Mortgagor hereby acknowledges that it has received, at the address time of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph execution of this Deed of TrustMortgage, a true and correct copy thereof.

Security Agreement. This Deed Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust (i) Schedule A of the Credit/Sales Agreement does not apply; Purchaser hereby grants to Seller, and Seller takes, a security interest in all Goods described on the applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder; Purchaser shall execute such documents as may be construed required to give Xxxxxx’s security interest priority, as a Deed purchase money security interest or otherwise, over the interests of Trust all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on real propertyits behalf; Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee; Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with Xxxxxx’s written consent; For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the Seller a security interest in, and (ii) shall also constitute and serve as the Seller hereby takes a “Security Agreement” on personal property within the meaning security interest in, all of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of GrantorPurchaser’s right, title and interest inin and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods; For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, to, under and with respect Purchaser grants to the Service EquipmentSeller a floating charge on all Purchaser’s real, fixturesimmovable and leasehold property, Contracts, Rents, Leases both present and Proceeds future. The floating charge shall become a fixed charge when Seller proceeds to secure enforce payment; Upon default hereunder the full Seller may exercise all rights and timely payment of remedies available to it under the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Personal Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor Security Act (GrantorYukon) and any similar statute in any other province or territory in Canada which affects the secured party Goods; and‌ The Seller may exercise all rights and remedies available to it under the Builders Lien Act (Beneficiary) are set forth in the first paragraph of this Deed of TrustYukon).

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. 2.16.1 This Deed of Trust shall also be a security agreement between Grantor and Beneficiary covering that portion of the Trust Estate constituting personal property or fixtures (collectively, the "UCC Collateral") governed by the UCC as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust, and as further security for the payment and performance of the Secured Obligations, Grantor hereby grants to Beneficiary a security interest in such portion of the Trust Estate to the full extent that the Trust Estate may be subject to the UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the UCC. Grantor shall execute and deliver to Beneficiary all financing statements and such further assurances to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests, and Grantor shall bear all costs thereof, including all UCC searches. Except as otherwise provided in the Note Documents, if Beneficiary should dispose of any of the Trust Estate comprising the UCC Collateral pursuant to the UCC, ten days' prior written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the foreclosure procedures of this Deed of Trust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated to, from time to time execute and deliver at Grantor's expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Grantor and Beneficiary which are reasonably necessary to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests in the UCC Collateral or release such liens, as the case may be. Except as otherwise provided in the Note Documents, upon the occurrence and during the continuation of an Event of Default, (a) Beneficiary, in addition to any other rights and remedies which it may have, may exercise immediately and without demand to the extent permitted by law, any and all rights and remedies granted to a secured party under the UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem reasonably necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Beneficiary, Grantor shall at its expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand, any and all reasonable expenses, including reasonable attorneys' fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to such UCC Collateral. 2.16.2 Grantor and the Beneficiary agree, to the extent permitted by law, that: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a “financing statement filed as a "fixture filing” for " within the purposes meaning of Sections 9-334 and 9-502 of the Code. All UCC; (ii) all or a part of the Property Trust Estate are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, and (iii) the addresses of debtor (Grantor) Grantor and the secured party (Beneficiary) Beneficiary are as set forth in on the first paragraph page of this Deed of Trust.

Security Agreement. This Deed For the purpose of Trust (i) shall be construed as a Deed of Trust on real propertyrendering this opinion, and (ii) shall also constitute and serve as a “Security the Agreement” on personal property within , the meaning of Shareholders Agreement, the CodeRegistration Agreement, and shall evidence until the grant of this Deed of Trust shall terminateExchange Agreement, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A NotesFirst Refusal Agreement, and the full Security Agreement are collectively referred to herein as the "Transaction Documents." As to the various questions of fact material to this opinion, Lentx xxx relied upon the representations and timely performance and discharge warranties of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items Dynacs contained in the definition of “Leases” which documents listed above but without any further independent investigation. In addition, Lentx xxx obtained and relied upon such certificates and assurances from public officials as Lentx xxx deemed necessary. Lentx xxx assumed that such representations and warranties and such certifications and assurances are included within the Code be covered by the security interest granted true, correct and complete and Lentx xxx no knowledge that such representations and warranties and such certificates and assurances are not true, correct and complete. As used in this Section 3; and all items contained in opinion, the definition expression "to our knowledge" with reference to matters of “Leases” which are excluded from the Code be covered by the provisions fact means that, after an examination of the grant documents listed above provided to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiaryus by Frankfurt on behalf of Dynacs and FXs, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”based on our knowledge, as such term is used in the Codequalified below, and execute based on the representations and deliver such further assurances warranties of Dynacs, a Certificate of the President of Dynacs listed as Beneficiary may, from time to time, reasonably consider necessary to create, perfectone of the documents we have reviewed above, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts a Certificate of the Property President of FXs listed as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes one of the Code. All documents reviewed above, but without any further independent factual investigation (it being understood that Lentx xxx Frankfurt have agreed that Lentx xxx no express or part implied obligations to conduct any such independent and factual investigation), we find no reason to believe that the opinions expressed herein are factually incorrect, Further, the expression "to our knowledge" with reference to matters of fact refers to the current actual knowledge of the Property are or are attorneys of Lentx xxx have worked on matters for Dynacs and FXs. Except to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party extent expressly set forth herein. For purposes , Lentx xxx not undertaken any independent investigation to determine the existence or absence of any fact and no inference as to Lentx'x xxxwledge of the security interest existence or absence of any facts should be drawn from Lentx'x xxxresentation of Dynacs and FXs or the rendering of the opinion set forth below. The attorneys of Lentx xxx members of the Bar of the State of Florida and do not herein grantedexpress any opinion as to any matters governed by any laws other than the laws of the State of Florida. Based upon the foregoing and subject to the qualifications and exceptions heretofore and hereinafter set forth, we are of the addresses opinion that: (1) Each Dynacs and FXs have all requisite corporate power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated therein. The execution and delivery of debtor (Grantor) the Transaction Documents and the secured party consummation of the transactions contemplated therein have been duly authorized by all necessary corporate action on the part of each of Dynacs and FXs. (Beneficiary2) On July 14, 1998, Lent was informed by the Deputy Director of the Small Business Administration ("S.B.A.") in Miami, Florida that Dynacs' application for approval of the transaction contemplated between Dynacs and Cerulean had been approved by the Administrator. Such notification was oral but Lentx xxx informed that written confirmation of the approval of this action will be forthcoming within a "reasonable amount of time." Neither Lentx xxx, to our knowledge, Dynacs has received written authorization for the approval of this transaction as of the date of this opinion. Other than S.B.A. approval, there is, to our knowledge, no other order, authorization, consent, approval, registration, declaration or filing with any Florida authority or agency as required in connection with the Transaction Documents or the consummation by Dynacs or FXs of the transactions contemplated thereby. (3) One hundred thousand (100,000) shares of FXs common stock with a par value of 3.01 per share ("the FXs shares") have been duly and validly authorized and, upon issuance in accordance with the Agreement, will be validly issued, fully paid and nonassessable, and the holders thereof will not be subject to personal liability to third parties solely by reason of being shareholders thereof. The FXs shares are not subject to any statutory preemptive right under the laws of the State of Florida. (4) The authorized capital stock of Dynacs consists of ten million (10,000,000) shares, all of which have been designated common stock, with a par value of $.001 per share. There are four million four hundred fifty three thousand seven hundred fifty (4,453,750) shares of common stock of Dynacs issued and outstanding. All of the outstanding shares of Dynacs are duly authorized, validly issued, fully paid, and non-assessable. (5) Those shares of Dynacs' common stock, which are to be issued to the Cerulean Members pursuant to the Exchange Agreement (the "Dynacs Shares"), have been duly and validly authorized and, upon issuance in accordance with the Exchange Agreement, will be validly issued, fully paid and nonassessable, and the holders thereof will not be subject to personal liability to third parties solely by reason of being shareholders thereof. The Dynacs Shares, when issued in accordance with the Exchange Agreement, are not subject to any statutory preemptive right under the laws of the State of Florida. This opinion is solely for your benefit and the benefit of the Cerulean Members, may be relied upon by you in rendering opinions to the Cerulean Members in connection with the Agreement, and may be incorporated by reference into the opinion letter rendered by you to the Cerulean Members. Except as set forth in the first paragraph immediately preceding sentence, without Lent's prior written consent, this opinion letter shall not be quoted in whole or in part, summarized or otherwise referred to, relied upon, filed with or supplied to any other person or entity. We do not opine on the enforceability of the Transaction Documents or any other such documents, nor the consummation of the transaction contemplated by any such documents, as it is our understanding that such opinion will be furnished by Frankfurt. We assume no obligation to supplement or update this Deed of Trust.opinion to reflect any facts or circumstances which may hereafter come to Lentx'x xxxention or any changes in any laws or court decisions which may hereafter occur. Sincerely yours, LENTX & XAIR, P.A.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” "security agreement" on personal property within the meaning of the Codeof, and shall evidence until the grant of this Deed of Trust shall terminate, constitute a first and prior security interest under under, the Code as to property within the scope thereof and in the state where the Property is situated U.C.C. with respect to all of the Service Equipmentpersonal property described herein in Granting Clauses II, fixturesIII, ContractsV, Rents VI, VII, VIII, and LeasesIX. To this end, the Grantor GRANTS tohas granted, has GRANTEDbargained, BARGAINEDconveyed, CONVEYEDassigned, ASSIGNED, TRANSFERRED transferred and SET OVER, set over and by these presents does GRANTgrant, BARGAINbargain, CONVEYconvey, ASSIGNassign, TRANSFER transfer and SET OVER, set over unto Trustee and Beneficiary, the Indenture Trustees a first and prior security interest and in all of the Grantor’s 's right, title and interest in, to, in all of the Granted Property not constituting real property under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds laws of the State of North Carolina to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the LiabilitiesIndebtedness Hereby Secured. It is Upon any default of the intent Grantor hereunder, the Indenture Trustees shall be entitled to exercise with the respect to all such personal property all of Grantor, Beneficiary the rights and Trustee that this Deed of Trust encumber all Leases remedies set forth herein and that all items contained in the definition of “Leases” which are included within Note Agreements and the Code be covered by Indenture or otherwise afforded to a secured party under the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions terms of the grant U.C.C., any or all of which remedies or rights may be pursued and exercised concurrently, consecutively, alternatively or otherwise. The Grantor will execute, file and refile, one or more supplemental security agreements and financing statements as Beneficiaries may from time to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form time require covering any property now or hereafter constituting a portion of the Granted Property securing the Indebtedness Hereby Secured and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, financing statements and execute other and deliver such further assurances as Beneficiary may, from time Indenture Trustees may request to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required perfect or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning evidence the security interest herein granted created and to particularize and identify the collateral. The Grantor hereby authorizes the Indenture Trustees to file such financing statement or statements pursuant to the U.C.C., without the signature of Grantor, as Indenture Trustees may deem necessary, to perfect such interests or rights in their favor. This authority shall be obtained from either party at considered a power coupled with an interest and shall be irrevocable until all the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth Indebtedness Hereby Secured has been paid in the first paragraph of this Deed of Trustfull.

Security Agreement. This Deed of Trust (i) shall be construed as Security Instrument is both a Deed of Trust on real property, property mortgage and (ii) shall also constitute and serve as a “Security Agreement” on personal property "security agreement" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and shall evidence until delivering this Security Instrument has granted and hereby grants to Lender, as security for the grant of this Deed of Trust shall terminateObligations, a first and prior security interest under the Code as to property within the scope thereof and in the state where Property to the full extent that the Property is situated with respect may be subject to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all Uniform Commercial Code (said portion of Grantor’s right, title and interest in, to, under and with respect the Property so subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted being called in this Section 3; and all items contained in paragraph the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein"COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance reasonably satisfactory to BeneficiaryLender, such “Financing Statements”financing statements, as such term is used continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the Codefiling and recording thereof, and execute and deliver such further JPMORGAN CHASE BANK assurances as Beneficiary may, Lender may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s Lender's security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code. All or part of the Property are or are to become fixtures; information . Information concerning the security interest herein granted may be obtained from either party the parties at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are parties set forth in the first paragraph of this Deed Security Instrument. If an Event of TrustDefault shall occur, Lender, in addition to any other rights and remedies which they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Lender, Borrower shall it expense assemble the Collateral and make it available to Lender at convenient place acceptable to Lender. Borrower shall pay to Lender on demand any and all expenses, including legal expenses and attorney's fees, incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Lender to the payment of the Obligations in such priority and proportions as Lender in its discretion shall deem proper. In the event of any change in name, identify or structure of any Borrower, such Borrower shall notify Lender thereof, and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Leader's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code firms or continuation statements as Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof it being understood and agreed, however, that no such additional documents shall increase Borrower's obligations under the Note, this Security Instrument and the Other Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Lender, as Borrower's attorney-in-fact, in connection with the Collateral covered by this Security Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such proceedings effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to such action or proceeding).

Security Agreement. This Deed The vessel subject to this Mortgage is that certain oil screw vessel named Q.O.XXXX, Official Number 503167, of Trust about 517 gross tons and 352 net tons, register, together with all her accessories and appurtenances, including, but not limited to anchors, apparel, boats, boilers, cables, catch, chains, charter hire, electronics, engines, equipment, fishing gear, freight, furniture, machinery, masts, motors, nets, product, related gear, rents or profits, rigging, sails, skiffs, spare parts, spars, substitutions, supplies, tackle, and parts and accessories affixed to or used in connection therewith, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements, renewals, and replacements hereafter made in, on, or to the said vessel or any part thereof, and in, on, or to its equipment and appurtenances as aforesaid (i) shall herein the "vessel"), BORROWER further grants to the GOVERNMENT, pursuant to the Uniform Commercial Code of Louisiana, a security interest in said goods, together with all of BORROWER'S accounts receivable, contract rights, contracts, general intangibles, inventory, Individual Transferable Quotas, licenses, permits, and proceeds of any of the foregoing. In the event of a foreclosure sale, under the terms of this Mortgage, or under judgment of a court, all property herein described may, at the option of the GOVERNMENT, be construed sold as a Deed of Trust on real propertywhole or in parts, and (ii) it shall also constitute and serve as a “Security Agreement” on personal not be necessary to have present at the place of sale the property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with or any part thereof. With respect to the Service Equipmentproperty hereinabove described, fixtures, Contracts, Rents this Mortgage shall constitute a security agreement between the BORROWER and Leasesthe GOVERNMENT. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and The GOVERNMENT shall have all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure rights conferred on secured parties by the full and timely payment Uniform Commercial Code. Such rights shall be cumulative of all other rights of the Tranche A Notes, and the full and timely performance and discharge of the LiabilitiesGOVERNMENT hereunder. It is expressly agreed that if on default the intent GOVERNMENT should proceed to dispose of Grantorthe property, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained or any part thereof, in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by accordance with the provisions of the Uniform Commercial Code, ten (10) days notice by the GOVERNMENT to the BORROWER shall be deemed to be reasonable notice under any provisions of the Uniform Commercial Code requiring such notice; provided, however, that the GOVERNMENT may at its option dispose of the property, or any part thereof, in accordance with the GOVERNMENT's rights and remedies pursuant to the other provisions of this Mortgage, in lieu of proceeding under the Uniform Commercial Code. Should a limited fisheries access system be initiated at some future date under which the BORROWER is granted, or has been granted, prior to the date of this Mortgage, a transferable fishery conservation and management allocation (including, but not limited to, allocations, permits, quotas, licenses, cage tags, or any other fisheries access restriction or right (however characterized) of whatsoever nature affecting, necessary for, or in any other way (however characterized) associated with any of the property included in or subject to the Security Documents, the BORROWER agrees that it shall grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, the GOVERNMENT a full senior security interest in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used allocation by whatsoever means deemed by the GOVERNMENT (in the CodeGOVERNMENT'S sole discretion) to be appropriate (including, but not limited to, the BORROWER'S execution of security agreements and the filing of financing statements under the U.C.C.). Further, if the BORROWER fails to do so, the BORROWER agrees that the GOVERNMENT may (in the GOVERNMENT'S sole discretion) use, for the purpose of executing, delivering, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as otherwise perfecting whatever documents may be required or permitted by law to so create, perfect and preserve the grant to the GOVERNMENT of such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the full security interest herein granted may be obtained from either party at the address of in such party set forth herein. For purposes of the security interest herein grantedfisheries conservation and management allocation, the addresses of debtor (Grantor) and attorney-in-fact authority conferred upon the secured party (Beneficiary) are set forth in GOVERNMENT by the first paragraph of this Deed of TrustSecurity Documents.

Security Agreement. This Deed of Trust (i) shall be construed is also a security agreement between Grantor, as a Deed of Trust on real propertydebtor, and (ii) shall also constitute Beneficiary, as secured party. Grantor hereby grants to Beneficiary and serve as Beneficiary’s successors and assigns, a “Security Agreement” on personal property within the meaning security interest in those portions of the CodeProperty which constitute Accessories and each and every part thereof, and shall evidence until in all proceeds from the sale, lease or other disposition thereof, and in all sums, proceeds, funds and reserves described or referred to in Sections 6.1, 6.2 and 6.3 hereof. However, the grant of this Deed of Trust shall terminate, a first and prior security interest in proceeds shall not be deemed to authorize any action otherwise prohibited herein. The security interest created hereby is specifically intended to cover and include all leases of the Property (in this Article IV, together with all amendments and supplements thereto made as provided therein, called the “Leases”), between Grantor (or parties acting on behalf of Grantor), as lessor or as successor to or assignee from the lessor, and tenants which occupy the Property under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service EquipmentLeases, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest including all extended terms and all extensions and renewals of Grantor’s the terms thereof, as well as any amendments to or replacements of said Leases, together with all the right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, as lessor thereunder, including, without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the rents, income, revenues, issues and profits and moneys payable as damages or in lieu of rent and moneys payable as the purchase price of the Property or any part thereof or of awards or claims for money and other sums of money payable or receivable thereunder howsoever payable, and to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Grantor or any lessor is or may become entitled to do under the Leases, all as assigned to Beneficiary and Trustee in accordance with Article V hereof; provided, that this Deed provision and said Article V shall not impair or diminish any obligation of Trust encumber Grantor under the Leases, nor shall any obligation be imposed upon Beneficiary. In addition to Beneficiary’s rights hereunder or otherwise, Beneficiary shall have all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form rights of a secured party under the Texas Business and substance reasonably satisfactory to Beneficiary, such “Financing Statements”Commerce Code, as such term is used in amended (the “Code, and execute and deliver such further assurances as Beneficiary may”). Grantor, from time to time, upon each request of Beneficiary, shall promptly (a) execute and deliver to Beneficiary all financing statements as required by Beneficiary in order to establish or maintain the validity, perfection or priority of the security interest with respect to the Accessories or fixtures; (b) pay to Beneficiary on demand all costs of preparation and filing of financing statements pursuant hereto and all costs of Code searches reasonably consider necessary required by Beneficiary; and (c) give to create, perfectBeneficiary a certificate in form satisfactory to Beneficiary listing all trade names of Grantor and under which Grantor operates or intends to operate the Property or any part thereof, and preserve Beneficiary’s security interest herein grantedgive to Beneficiary advance written notice of any proposed change of any such trade name and of any change of name (or trade name or assumed name), and Tranche identity or structure of Grantor. A Lenders may cause such statements and assurances to be recorded and filedcarbon, photographic or other reproduction of this Deed of Trust or of a financing statement executed pursuant hereto is sufficient as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desirea financing statement. This Deed of Trust shall also constitute is, without limitation, intended to be a “financing statement filed as a fixture filing” for filing with respect to the purposes of the Code. All or part portions of the Property which are or are to become fixtures; , and as mineral, crop and timber filing. The address of Grantor (debtor) is set forth on the first page hereof and the address of Beneficiary (secured party) from whom information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein grantedobtained, the addresses of debtor (Grantor) and the secured party (Beneficiary) are is set forth in Section 1.1 hereof. Grantor is the first paragraph record owner of this Deed of Trustthe Land, the Improvements and the Accessories.

Security Agreement. This Deed (a) THIS MORTGAGE CREATES A LIEN ON THE PROPERTY, AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS MORTGAGE CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (THE “UCC”) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, MORTGAGEE MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR MORTGAGEE MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH MORTGAGEE’ S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS MORTGAGE. (b) The grant of Trust (i) any security interest to Mortgagee under this Mortgage shall not be construed as a Deed to derogate from or impair the lien or provisions of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within or the meaning rights of the Code, and shall evidence until the grant of Mortgagee under this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated Mortgage with respect to any property described therein which is real property or which the Service Equipmentparties have agreed to treat as real property. (c) If required by Mortgagee, fixturesat any time during the term of this Mortgage, Contracts, Rents Mortgagor shall execute and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryMortgagee, in form and substance reasonably satisfactory to BeneficiaryMortgagee, additional security agreements, financing statements and/or other instruments covering all Personal Property as defined above or fixtures of Mortgagor which may at any time be furnished, placed on, or annexed or made appurtenant to any of the Real Property or used, useful or held for use, in the operation of any Improvements. (d) Mortgagor hereby authorizes Mortgagee to file with the appropriate filing officer or office such “Financing Statements”financing statements and/or other instruments as Mortgagee may deem appropriate in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. Mortgagor authorizes Mortgagee to file such financing statements and amendments, assignments and continuations thereto, as such term is used Mortgagee deems necessary to perfect Mortgagee’s security interest in the CodePersonal Property and to prevent its security interest from becoming unperfected. (e) It is understood and agreed that, and execute and deliver such further assurances in order to protect Mortgagee from the effect of Ind. Code § 26-1-9.1-334, as Beneficiary may, amended from time to time, reasonably consider necessary in the event that Mortgagor intends to createpurchase any goods which may become fixtures attached to the Property, perfector any part thereof, and preserve Beneficiary’s such goods shall be subject to a purchase money security interest herein grantedheld by a seller or any other party: (1) Mortgagor shall, before executing any security agreement or other document evidencing or perfecting such security interest, obtain the prior written approval of Mortgagee, and Tranche A Lenders may cause all requests for such statements written approval shall be in writing and assurances contain the following information: (i) a description of the fixtures to be recorded replaced, added to, installed or substituted; (ii) the address at which the fixtures will be replaced, added to, installed or substituted; and (iii) the name and filedaddress of the proposed holder and proposed amount of the security interest. Mortgagor’s execution of any such security agreement or other document evidencing or perfecting such security interest without Mortgagee’s prior written approval shall constitute an Event of Default. No consent by Mortgagee pursuant to this clause (e) shall be deemed to constitute an agreement to subordinate any right of Mortgagee in fixtures or other property covered by this Mortgage.  (2) If at any time Mortgagor fails to make any payment on an obligation secured by a purchase money security interest in the Personal Property or any fixtures, as such times and places as Mortgagee, at its option, may be required or permitted at any time pay the amount secured by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary Any costs and expenses incurred by Mortgagee under this Subparagraph, including any expenses, costs, charges and attorney’s fees incurred by Mortgagee, shall be reimbursed to file such Financing Statements describing such parts Mortgagee in accordance with Section 5.04. Mortgagee shall be subrogated to the rights of the holder of any such purchase money security interest in the Personal Property. (3) Mortgagee shall have the right to acquire by assignment from the holder of such security interest any and all contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of Mortgagor’s indebtedness for such Personal Property or fixtures, and, upon acquiring such interest by assignment, shall have the right to enforce the security interest as Beneficiary assignee thereof, in accordance with the terms and provisions of the UCC and in accordance with any other provisions of Applicable Law. (4) Whether or not Mortgagee has paid the indebtedness secured by, or taken an assignment of, such security interest, Mortgagor shall pay all sums and perform all obligations secured thereby, and if Mortgagor at any time shall be in default under such security agreement, it shall constitute an Event of Default. (5) The provisions of the foregoing clauses (2) and (3) shall not apply if the goods which may desirebecome fixtures are of at least equivalent value and quality as any property being replaced and if the rights of the party holding such security interest have been expressly subordinated, at no cost to Mortgagee, to the Lien and security interest of this Mortgage in a manner satisfactory to Mortgagee, including without limitation, at the option of Mortgagee, providing to Mortgagee a satisfactory opinion of counsel to the effect that this Mortgage constitutes a valid and subsisting first Lien on such fixtures which is not subordinate to the lien of such security interest under any Applicable Law, including without limitation, the provisions of Ind. Code § 26-1-9.1-334. (f) Mortgagor hereby warrants, represents and covenants with, to and for the benefit of Mortgagee as follows: (1) Mortgagor is the sole owner of the Personal Property, free from any Lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever other than the lien of this Mortgage and the Permitted Exceptions. Mortgagor shall notify Mortgagee of, shall protect, defend and indemnify Mortgagee against, all claims and demands of all persons at any time claiming any rights or interest therein. (2) The Personal Property is not used or bought and shall not be used or bought for personal, family, or household purposes, but shall be bought and used solely for the purpose of carrying on Mortgagor’s business. (3) The Personal Property has been located on the Land and/or Improvements for at least fifteen (15) days and shall be kept on or at the Land or the Improvements and Mortgagor will not remove the Personal Property therefrom without the prior written consent of Mortgagee, except as may be removed in accordance with the Indenture, and except such portions or items of Personal Property temporarily stored elsewhere to facilitate refurbishing or repair thereof or of the Improvements. Mortgagor’s name as shown in its organizational documents and jurisdiction of organization are as set forth in the beginning of this Mortgage. Mortgagor shall not change its name or state of organization without the prior written consent of Mortgagee. Mortgagor is a limited liability company organized under the laws of the State of Delaware, and its state organization number is 6132883. This Deed of Trust shall also constitute instrument constitutes a “financing statement filed as a fixture filing” for filing in the purposes Official Records of the County Recorder of the counties in which the Property is located with respect to any and all fixtures included within the term “Property” as used herein and with respect to any goods or other personal property that may now be or hereafter become such fixtures. The Mortgagor is the record owner of the Property. Mortgagor shall be deemed the “Debtor” with the address set forth for Mortgagor in the introductory paragraph hereof. Mortgagee shall be deemed to be the “Secured Party” with the address set forth for Mortgagee in the introductory paragraph hereof and shall have all of the rights of a secured party under the Uniform Commercial Code. All or part of the Property This Mortgage covers goods which are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentMortgagee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the “Collateral”, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of GrantorMortgagor’s right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and timely performance and discharge legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Mortgagor shall, upon demand execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at any time, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor authorizes Beneficiary to file such Financing Statements describing such parts This Mortgage also constitutes a financing statement for the purpose of the Property as Beneficiary may desire. This Deed of Trust UCC and shall also constitute a “fixture filing” for under such statutes and shall be filed in the purposes real estate records of the CodeCounty in which the Land is located. All or part For such purpose the name and address of the Property debtor and the secured party are as set forth below: Name of Debtor: IIT Tampa – 0000 Xxxxx Xxxxx Xxxxx LLC Debtor’s Mailing Address: IIT Tampa – 0000 Xxxxx Xxxxx Xxxxx LLC c/o Industrial Income Trust Inc. 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxxx X. Minnick Debtor’s Organizational Number: M11000000029 Address of Property: 0000 Xxxxx Xxxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxxx 00000 Name of Secured Party: ING USA Annuity and Life Insurance Company Address of Secured Party: ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the real property described in this Mortgage. Mortgagor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to Mortgagee, and covenants and agrees with Mortgagee as follows: (a) Mortgagor shall not merge or consolidate into, or transfer any of the Collateral to, any other entity or person without the prior written consent of the Mortgagee. (b) Mortgagor shall not change its name unless it has given Mortgagee sixty (60) days prior written notice thereof and executed and authorized at the request of Mortgagee, such additional financing statements to be filed in such jurisdiction as the Mortgagee may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Mortgagor as debtor and the Mortgagee as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Mortgagee or its counsel without the prior written consent of the Mortgagee. (d) Mortgagor hereby authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such financing statements in such jurisdictions as the Mortgagee may deem necessary or desirable in order to perfect the security interest herein granted may be obtained from either party at by the address of such party set forth herein. For purposes of the Mortgagor under this security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustagreement.

Security Agreement. This Deed (a) As security for the payment and performance of Trust (i) shall be construed as a Deed all of Trust on real propertythe obligations and indebtedness of Metroplex to Texas Sub under this Agreement, Metroplex hereby pledges and assigns to Texas Sub, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, grants to Texas Sub a first priority lien and prior security interest under in, all the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest Accounts and all of Grantor’s Metroplex's right, title and interest inin and to all of the Accounts, toand the proceeds thereof, and replacements and accessions thereto, which lien and security interest is and shall remain first and prior and free and clear of all other mortgages, pledges, security interests, liens and other encumbrances thereon or on the transfer thereof. All Accounts shall include all rights to receive the payment of money or other considerations for professional services rendered, whether or not evidenced by or set forth in any present or future writing or document. Texas Sub may specifically assign and/or pledge all of its rights and interests under this Agreement and its security interest and all other rights, title and interest in the Accounts hereunder as security for third-party loans and other financing arrangements obtained by Texas Sub, including without limitation Texas Sub's operating line of credit revolver loan with its accounts receivable lender, including DVIBC and its term loan with DVIFS (DVIBC and DVIFS, together with any other lender that may receive such an assignment from Texas Sub being sometimes referred to herein as "Assignee"), and Metroplex will execute any documents reasonably requested for this purpose by Texas Sub. Any such Assignee shall have all of Texas Sub's rights and remedies, but none of Texas Sub's obligations, under this Agreement. (b) In the event any one or more of the following events shall have occurred: (i) If default shall be made in the due and punctual payment of all or any portion of any sum payable hereunder when and as the same shall become due and payable; or (ii) If default shall be made in the due observance or performance of any covenant, agreement or condition to be observed or performed by Metroplex hereunder which default is not cured within thirty (30) days of receipt of written notice from Texas Sub; or (iii) If (a) Metroplex shall (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition or commence a voluntary case seeking relief under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy or insolvency law, or other similar law, (3) consent to the entry of an order for relief under any law listed in (2) above, or to the filing of any such petition or to the appointment or taking possession of a receiver, liquidator, assignee, trustee, custodian (or other similar official) of Metroplex or of any substantial part of its property, (4) fail generally to pay its debts as such debts become due, or take corporate action in furtherance of any such action, (5) make an assignment for the benefit of its creditors, or (6) cease to be treated as a professional corporation or association under the laws of its jurisdiction of formation, or (b) an order for relief shall be entered in a voluntary or involuntary case under any law listed in this Subsection (b)(iii); or (iv) If an involuntary case is commenced in respect of Metroplex under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy or insolvency law or other similar law, or a decree or order shall be entered by a court appointing a receiver, liquidator, assignee, trustee (or similar official) of Metroplex or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs and such involuntary case shall not be dismissed or such decree or order shall not be vacated or set aside or stayed within a period of thirty (30) days from the date of commencement of such case or entry of such decree or order, then an event of default (an "Event of Default") shall be deemed to have occurred hereunder. (c) Upon the occurrence and continuation of any Event of Default which shall not have been cured within thirty (30) days following the date of such Event of Default, Texas Sub and/or Texas Sub's Assignee shall have the option to proceed as hereinafter provided: (i) Texas Sub and its Assignee shall have the rights and remedies of a secured party under the Uniform Commercial Code of the State of California and under any and all other laws in addition to the rights and remedies provided herein; (ii) Texas Sub or its Assignee may proceed to realize upon any and all rights in the Accounts. Any officer, employee or agent of Texas Sub shall have the right, at any time or times thereafter, in the name of Texas Sub or its nominee (including Metroplex), to verify the validity, amount, or any other matter relating to any Account, by mail, telephone, or otherwise; and all reasonable costs thereof shall be payable by Metroplex to Texas Sub; (iii) Texas Sub or Assignee may at any time after the occurrence of an Event of Default notify customers or Account Debtors that the Accounts have been assigned to Texas Sub or its Assignee or of Texas Sub's security interest therein and collect the same directly and charge all reasonable collection costs and expenses to Metroplex's account; (iv) No discount, credit or allowance shall be granted by Metroplex to any Account Debtor; (v) Texas Sub or its Assignee may settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms that Texas Sub considers advisable, and in such cases, Texas Sub will credit Metroplex's account with only the net amounts received by Texas Sub in payment of such disputed Accounts, after deducting all reasonable Texas Sub expenses incurred in connection therewith; and (vi) Texas Sub or its Assignee may: (1) Notify Account Debtors to make payment on Accounts directly to Texas Sub or its Assignee; (2) Settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (3) Prepare and file any bankruptcy proofs of claim or similar documents against Account Debtor; (4) Prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar documents; (5) Sell or assign Accounts, individually or in bulk, upon such terms, and for such amounts, and at such time or times as Texas Sub or its assignee deems advisable; (6) Complete the performance, if feasible, under any contract or agreement, to which Metroplex is a party and out of which Accounts arise or may arise. Texas Sub may use and operate Metroplex's equipment for all such purposes; and (a) endorse Metroplex's name on all checks, notes, drafts, money orders, or other forms of payment of security for Accounts; (b) sign Metroplex's name on drafts drawn on Account Debtors or issuers of letters of credit; and (c) notify the postal authorities in Metroplex's name to change the address for delivery of Metroplex's mail to an address designated by Texas Sub, receive and open all mail addressed to Metroplex, copy all mail relating to the Accounts and hold all other mail available for pickup by Metroplex; (d) Texas Sub shall not be required to marshal the Accounts, or resort to the Accounts at any particular time or in any particular order and all of Texas Sub's rights hereunder or any other agreement, instrument or document executed and delivered by Metroplex shall be cumulative and none of such rights shall be exclusive. Any of the proceeds of the Accounts received by Metroplex shall not, prior to distribution from the lock box be commingled with any other of property but shall be separated, held by it in trust as exclusive property of Texas Sub, and Metroplex will immediately deliver to Texas Sub by its checks, monies, or other proceeds of the Accounts received; (e) Metroplex shall remain fully liable for any balance of any sums owing by Metroplex to Texas Sub, remaining unpaid after application of any proceeds of the collection of the Accounts; (f) No waiver by, nor any failure or delay on the part of Texas Sub in any one or more instances to insist upon strict performance or observance of one or more covenants or conditions hereof shall in any way be, or be construed to be, a waiver thereof or to prevent Texas Sub's rights to later require the performance or observance of such covenants or conditions, otherwise prejudice Texas Sub's rights, powers or remedies; (g) To the extent not prohibited by applicable law, Metroplex hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption law now existing or which may hereafter exist which, but for this provision might be applicable to any sale made under any judgement, order or decree of any court, or otherwise, based on any sums owing by Metroplex to Texas Sub. Metroplex waives demand, protest, notice of protest, or dishonor, notice of payments and non-payments; (h) Metroplex hereby irrevocably waives any bonds and any surety or security with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds any action by Texas Sub to secure the full and timely payment take possession of or assert dominion or control over any item of the Tranche A NotesAccounts; (i) Metroplex will promptly execute, deliver, record, register or file all such financing statements, assignment pledges and other instruments as Texas Sub may reasonably request to create, evidence and perfect the full liens and timely performance security interests granted herein. Metroplex will cause all security instruments, financing statements and discharge other instruments to be duly registered, recorded and filed and to be duly re-registered, re-recorded and refiled at the times and in the places now or hereafter required by all applicable laws for the proper maintenance of the Liabilitiesvalidity and priority of the security interest and liens given as described above. It is To the intent of Grantorextent not prohibited by applicable law, Beneficiary Metroplex hereby authorizes Texas Sub to execute and Trustee that this Deed of Trust encumber all Leases and that all items contained file, in the definition name of “Leases” Metroplex or otherwise, financing statements and assignments and amendments thereto which are included within the Code be covered by Texas Sub or assignee in its sole discretion deems necessary to further protect the security interest granted in under this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustAgreement.

Security Agreement. This Deed Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust (i) Schedule A of the Credit/Sales Agreement does not apply; Purchaser hereby grants to Seller, and Seller takes, a security interest in all Goods described on the applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder; Purchaser shall execute such documents as may be construed required to give Xxxxxx’s security interest priority, as a Deed purchase money security interest or otherwise, over the interests of Trust all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on real propertyits behalf;‌ Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee; Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with Xxxxxx’s written consent; For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the Seller a security interest in, and (ii) shall also constitute and serve as the Seller hereby takes a “Security Agreement” on personal property within the meaning security interest in, all of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of GrantorPurchaser’s right, title and interest inin and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods; For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, to, under and with respect Purchaser grants to the Service EquipmentSeller a floating charge on all Purchaser’s real, fixturesimmovable and leasehold property, Contracts, Rents, Leases both present and Proceeds future. The floating charge shall become a fixed charge when Seller proceeds to secure enforce payment; Upon default hereunder the full Seller may exercise all rights and timely payment of remedies available to it under the Tranche A Notes, Personal Property Security Act (Yukon) and any similar statute in any other province or territory in Canada which affects the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3Goods; and The Seller may exercise all items contained in rights and remedies available to it under the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor Builders Lien Act (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustYukon).

Security Agreement. (a) This Deed of Trust (i) Indenture shall also be considered to be, and shall be construed as, a security agreement ("Security Agreement") with respect to any portion of the Estate constituting security subject to the Uniform Commercial Code as a Deed of Trust on real propertyenacted in the states where Properties are located, and (ii) shall also constitute the Indenture Trustee is hereby granted a security interest in the personalty and serve as a “Security Agreement” on personal property within the meaning any portion of the CodeEstate, and shall evidence until including the grant of this Deed of Trust shall terminateImprovements, a first and prior security interest under the which is or may be subject to such Uniform Commercial Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest of the Grantor in, toto and under the Lease and each other Operative Document (collectively, "Security"). It is the intention of the Grantor and the Indenture Trustee that the Properties, including the Improvements other than the personalty, are and shall be regarded as "real property," subject to the laws governing real property of the States where any of the same are located. Nevertheless, in addition to the personalty, the Properties, including the Improvements, are included as Security within this Security Agreement in order to create a security interest in favor of the Indenture Trustee in the event that such items are determined to be personal property under the law. A financing statement or statements with respect to such Security shall be executed by the Grantor and the Indenture Trustee and appropriately filed by the Grantor. The Grantor shall execute, deliver, file and refile any financing statements, continuation statements, or other security agreements the Indenture Trustee may require from time to time to confirm the Lien of this Indenture with respect to such property. Without limiting the foregoing, the Grantor hereby irrevocably appoints the Indenture Trustee attorney-in-fact for the Grantor to execute, deliver and file such instruments for and on behalf of them. The Grantor shall not change its principal place of business or jurisdiction of organization without giving the Indenture Trustee at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements executed by the Grantor in the same form as the financing statements delivered to the Indenture Trustee on the date hereof except for the change of address. Upon any Event of Default hereunder, the Indenture Trustee shall have, in addition to any other rights and remedies hereunder, all of the rights and remedies granted to a secured party under the applicable Uniform Commercial Code. The Indenture Trustee shall give each of the Grantor and the Lessee written notice of the time and place of any public sale of such Security or of the time after which any private sale or other intended disposition thereof is to be made by notice to each of the Grantor and the Lessee at least ten (10) Business Days before the time of such sale or other disposition, which provision for notice the Grantor and the Lessee each agrees is reasonable, it being understood that the Indenture Trustee shall exercise the sale remedies under this Section 21.01 only following an Event of Default. (b) The Grantor and the Indenture Trustee agree that the filing of any financing statement or statements in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing the stated intention of the Grantor and the Indenture Trustee that everything owned by the Grantor and used in connection with the production of income from the Properties or adapted for use therein or which is described or reflected in this Indenture and which constitutes a portion of the Properties other than the personalty, is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as real property (except for any trade fixtures, equipment or other personalty owned by the Lessee under the provisions of the Lease), irrespective of whether (A) any such item is physically attached to the Improvements, (B) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained herein, or (C) any such item is referred to or reflected in any such financing statement or statements so filed at any time. Similarly, the mention in any such financing statement or statements of the rights in and to (x) any insurance proceeds in respect of a Casualty or an Event of Loss or (y) any condemnation award in respect of a Condemnation or Event of Taking, or (z) the interest of the Grantor as landlord in any present or future lease or rights to income growing out of the use and occupancy of the Properties, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of the Indenture Trustee or the Deed of Trustee State Trustee or Holders as determined by this instrument or impugning the priority of the Lien of the Indenture Trustee granted hereby or by any other recorded document, but such mention in this Indenture or in such financing statement or statements is declared to be for the protection of the Indenture Trustee in the event any court shall at any time hold with respect to the Service Equipmentforegoing clause (x), fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment (y) or (z) that notice of the Tranche A Notes, and the full and timely performance and discharge interest of the Liabilities. It Indenture Trustee, to be effective against a particular class of Persons, must be filed in the relevant Uniform Commercial Code records. (c) Notwithstanding any release of any or all of that property included in the Estate which is deemed "real property," any proceedings to foreclose the intent Indenture or its satisfaction of Grantorrecord with respect to such "real property," the terms of this Section shall survive as a security agreement with respect to the security interest created hereby and referred to above until the repayment or satisfaction in full of such obligations of the Grantor as are now or hereafter evidenced or secured by this Indenture. (d) Without limitation of the rights of enforcement of the Indenture Trustee, Beneficiary and Trustee that this the Deed of Trust encumber all Leases State Trustees or any Holder with respect to the Security or any part thereof in accordance with the procedures for foreclosure of real estate or any other rights or remedies available to the Indenture Trustee, the Deed of Trust State Trustees or the Holders, the Indenture Trustee and that all items contained a Majority in Interest of Secured Note Holders may, upon the definition occurrence of “Leases” which are included within the Code be covered by an Event of Default, exercise rights of enforcement with respect to the security interest granted in this Section 3; and all items contained in or any part thereof under the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”applicable Uniform Commercial Code, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, amended from time to time, reasonably consider necessary of each State wherein the relevant Property is located and in conjunction with, in addition to createor in substitution for those rights and remedies: (i) the Indenture Trustee and each Holder may enter upon Grantor's premises to take possession of, perfectassemble and collect the Security or, to the extent and preserve Beneficiary’s security interest herein grantedfor those items or the Security permitted under Applicable Laws and Regulations, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.render it

Security Agreement. This Deed of Trust (i) shall be construed as Security Instrument is both a Deed of Trust on real property, property mortgage and (ii) shall also constitute and serve as a “Security Agreement” on personal property "security agreement" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and shall evidence until delivering this Security Instrument has granted and hereby grants to Lender, as security for the grant of this Deed of Trust shall terminateObligations, a first and prior security interest under the Code as to property within the scope thereof and in the state where Property to the full extent that the Property is situated with respect may be subject to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all Uniform Commercial Code (said portion of Grantor’s right, title and interest in, to, under and with respect the Property so subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted being called in this Section 3; and all items contained in paragraph the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein"COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver to Lender, in term :mad substance satisfactory to Lender, such financing statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with :he filing and recording thereof, and such further assurances as Beneficiary may, Lender may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s Lender's security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code. All or part pan of the Property are or are to become fixtures; information . Information concerning the security interest herein granted may be obtained from either party the parties at the address of such party set forth herein. For purposes aggresses of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are parties set forth in the first paragraph of this Deed Security Instrument. If an Event of TrustDefault shall occur. Lender, in addition to any other rights and remedies which they may have shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Lender. Borrower shall at its expense assemble the Collateral and make it available to Lender at a convenient place acceptable to Lender. Borrower shall pay to Lender on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Lender to the payment of the Obligations in such priority and proportions as Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any Borrower, such Borrower shall notify Lender thereof, and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Lender's lien JPMORGAN CHASE BANK upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof it being understood and agreed, however, that no such additional documents shall increase Borrower's obligations under the Note, this Security-Instrument and the Other Loan Documents. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Lender, as Borrower's attorney-in-fact, in connection with the Collateral covered by this Security Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such proceeding effects title or any other rights in the Property (and in conjunction therewith. Borrower shall fully cooperate with Lender in the event Lender is a party to such action or proceeding).

Security Agreement. This Deed The Vessel subject to this Mortgage is that certain oil screw vessel named TIGER POINT, Official Number 508606, of Trust about 517 gross tons and 366 net tons, register, together with all her accessories and appurtenances, including, but not limited to anchors, apparel, boats, boilers, cables, catch, chains, charter hire, electronics, engines, equipment, fishing gear, freight, furniture, machinery, masts, motors, nets, product, related gear, rents or profits, rigging, sails, skiffs, spare parts, spars, substitutions, supplies, tackle, and parts and accessories affixed to or used in connection therewith, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements, renewals, and replacements hereafter made in, on, or to the said vessel or any part thereof, and in, on, or to its equipment and appurtenances as aforesaid (i) shall the "Vessel"), XXXXXXXX further grants to the GOVERNMENT, pursuant to the Uniform Commercial Code of Louisiana, a security interest in said goods, together with all of BORROWER'S accounts receivable, contract rights, contracts, general intangibles, inventory, Individual Transferable Quotas, licenses, permits, and proceeds of any of the foregoing. In the event of a foreclosure sale, under the terms of this Mortgage, or under judgment of a court, all property herein described may, at the option of the GOVERNMENT, be construed sold as a Deed of Trust on real propertywhole or in parts, and (ii) it shall also constitute and serve as a “Security Agreement” on personal not be necessary to have present at the place of sale the property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with or any part thereof. With respect to the Service Equipmentproperty hereinabove described, fixtures, Contracts, Rents this Mortgage shall constitute a security agreement between the BORROWER and Leasesthe GOVERNMENT. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and The GOVERNMENT shall have all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure rights conferred on secured parties by the full and timely payment Uniform Commercial Code. Such rights shall be cumulative of all other rights of the Tranche A Notes, and the full and timely performance and discharge of the LiabilitiesGOVERNMENT hereunder. It is expressly agreed that if on default the intent GOVERNMENT should proceed to dispose of Grantorthe property, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained or any part thereof, in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by accordance with the provisions of the Uniform Commercial Code, ten (10) days notice by the GOVERNMENT to the BORROWER shall be deemed to be reasonable notice under any provisions of the Uniform Commercial Code requiring such notice; provided, however, that the GOVERNMENT may at its option dispose of the property, or any part thereof, in accordance with the GOVERNMENT'S rights and remedies pursuant to the other provisions of this Mortgage, in lieu of proceeding under the Uniform Commercial Code. Should a limited fisheries access system be initiated at some future date under which the BORROWER is granted, or has been granted, prior to the date of this Mortgage, a transferable fishery conservation and management allocation (including, but not limited to, allocations, permits, quotas, licenses, cage tags, or any other fisheries access restriction or right (however characterized) of whatsoever nature affecting, necessary for, or in any other way (however characterized) associated with any of the property included in or subject to the Security Documents, the BORROWER agrees that it shall grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, the GOVERNMENT a full senior security interest in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used allocation by whatsoever means deemed by the GOVERNMENT (in the CodeGOVERNMENT'S sole discretion) to be appropriate (including, but not limited to, the BORROWER'S execution of security agreements and the filing of financing statements under the U.C.C.). Further, if the BORROWER fails to do so, the BORROWER agrees that the GOVERNMENT may (in the GOVERNMENT'S sole discretion) use, for the purpose of executing, delivering, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as otherwise perfecting whatever documents may be required or permitted by law to so create, perfect and preserve the grant to the GOVERNMENT of such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the full security interest herein granted may be obtained from either party at the address of in such party set forth herein. For purposes of the security interest herein grantedfisheries conservation and management allocation, the addresses of debtor (Grantor) and attorney-in-fact authority conferred upon the secured party (Beneficiary) are set forth in GOVERNMENT by the first paragraph of this Deed of TrustSecurity Documents.

Security Agreement. (a) This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of , as that term is used in the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to any portion of the Service EquipmentImprovements which are now or hereafter deemed to be personal property, fixturesfixtures or property other than real estate and all replacements, Contracts, Rents additions and Leasessubstitutions thereto (the “UCC Collateral”). To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, hereby grants a first and prior security interest and assigns to Agent, for its benefit and the benefit of the Lenders in all of Grantor’s right, title and interest inin and to the UCC Collateral to secure the payment of the indebtedness secured by and the performance of the Secured Obligations. Agent shall have, toin addition to the rights and remedies granted to Agent under this Deed of Trust, all of the rights and remedies of a secured party under and the Code with respect to the Service EquipmentUCC Collateral and Grantor hereby agrees that in the event Agent shall exercise any right or remedy under the Code following a default by Grantor under this Deed of Trust, fixtures, Contracts, Rents, Leases and Proceeds whether to secure the full and timely payment dispose of the Tranche A NotesUCC Collateral or otherwise, and the full and timely performance and discharge ten (10) days notice by Agent to Grantor shall be deemed to be reasonable notice under any provision of the LiabilitiesCode requiring such notice. It is Grantor shall, immediately upon request by Agent, execute and deliver to Agent, in a form prescribed by Agent, any financing statement, continuation statement, certificate or other document covering all or any portion of the intent UCC Collateral designated by Agent that, in the opinion of Agent, may be required to perfect, continue, affirm or otherwise maintain the existence and priority of the security interest in the UCC Collateral created under this Deed of Trust. Grantor, Beneficiary if requested by Agent, shall also execute and Trustee that deliver to Agent a Security Agreement covering the UCC Collateral and containing such covenants, conditions and agreements in addition or as a supplement to those contained in this Deed of Trust encumber all Leases as may be reasonably requested by Agent. Subject to the terms and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant Credit Agreement, upon an Event of Default, Grantor shall gather all of the Property which is Improvements, at a location designated by Agent for sale pursuant to Trustee herein. Grantor hereby agrees the terms hereof. (b) Agent shall have all the rights, remedies and recourses with Beneficiary respect to deliver to Beneficiarythe Improvements, in form Leases and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in Rents afforded a secured party by the Code, and execute and deliver such further assurances as Beneficiary maynow or hereafter in CHICAGO/#2321273.5 effect, from time to time, reasonably consider necessary to create, perfectin addition to, and preserve Beneficiary’s security interest herein grantednot in limitation of, the other rights, remedies and Tranche A Lenders may cause such statements recourses afforded by the Loan Documents and assurances to be recorded at law. (c) The assignment and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may shall not be obtained from either party at the address of such party set forth herein. For purposes deemed or construed to constitute Agent as a trustee in possession of the security interest herein grantedProperty, to obligate Agent to operate the addresses Property or attempt to do the same, or take any action, incur expenses or perform or discharge any obligation, duty or liability whatsoever under any of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustLeases or otherwise.

Security Agreement. (a) This Deed of Trust (i) shall be construed as constitutes a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Uniform Commercial Code as enacted this date in the State of Colorado (the “Uniform Commercial Code”). Grantor hereby grants to Beneficiary a security interest in all of Grantor’s property included in the Mortgaged Property which might otherwise be deemed “personal property”, including, but not limited to, all furniture, furnishings, fixtures, equipment, machinery, leases, rents, issues, profits, contract rights, accounts, general intangibles and all other property used or useable in connection with the Mortgaged Property, whether now owned or hereafter acquired by Grantor, and all substitutions, accretions and component parts, replacements thereof, and additions thereto and all cash and non-cash proceeds thereof. (b) Grantor shall evidence until execute, deliver, file and refile any financing statements, continuation statements, or other security agreements Beneficiary may require from time to time to confirm the grant lien of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to such property. Without limiting the Service Equipment, fixtures, Contracts, Rents and Leases. To this endforegoing, Grantor GRANTS tohereby irrevocably appoints Beneficiary attorney-in-fact for Grantor to execute, has GRANTEDdeliver and file such instruments for and on behalf of Grantor. Grantor shall pay, BARGAINEDor at Beneficiary’s election shall reimburse Beneficiary for, CONVEYEDall filing fees in connection therewith. Grantor shall not change its principal place of business without giving Beneficiary at least thirty (30) days prior written notice thereof, ASSIGNEDwhich notice shall be accompanied by new financing statements executed by Grantor in the same form as the financing statements delivered to Beneficiary on the date hereof except for the change of address. (c) Upon any Event of Default hereunder or under the Note, TRANSFERRED Beneficiary shall have, in addition to any other rights and SET OVERremedies hereunder or under the Note, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title the rights and interest in, to, remedies granted to a secured party under and the Uniform Commercial Code with respect to such personal property. To the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or extent permitted by law to so createlaw, perfect Grantor and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of agree that the Property items set forth on the financing statements shall be treated as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes real estate and improvements regardless of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) fact that such items are set forth in the first paragraph financing statements. Such items are contained in the financing statements to create a security interest in favor of Beneficiary in the event such items are determined to be personal property under the law. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is deemed “real property” or any proceedings to foreclose this Deed of TrustTrust or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the security interest created hereby and referred to above until the repayment or satisfaction in full of the obligations of Grantor as are now or hereafter evidenced by the Note. (d) To the extent permitted under the Uniform Commercial Code, Grantor waives all rights of redemption and all other rights and remedies of a debtor thereunder and all formalities prescribed by law relative to the sale or disposition of the personal property after the occurrence of an Event of Default hereunder and to all other rights and remedies of Grantor with respect thereto. In exercising its right to take possession of the personal property upon the occurrence of an Event of Default hereunder, Beneficiary may enter upon the Mortgaged Property without being guilty of trespass or any other wrong-doing, and without liability for damage thereby occasioned. (e) Grantor shall reimburse Beneficiary, on demand, for all reasonable expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the personal property which are incurred or paid by Beneficiary, including, without limitation, all attorneys’ fees, legal expenses and costs, and all such expenses shall be added to Grantor’s obligations to Beneficiary and shall be secured hereby.

Security Agreement. This Deed Security Instrument constitutes a financing statement and, to the extent required under UCC 9-402(6) because portions of Trust (i) the Property may constitute fixtures, this Security Instrument is to be filed in the office where a mortgage for the Commercial Units would be recorded. Lender also shall be construed as a Deed entitled to proceed against all or portions of Trust on real propertythe Property in accordance with the rights and remedies available under UCC 9-501(d). For the purposes of this Security Instrument, Borrower is deemed to be the Debtor, and (ii) shall also constitute Lender is deemed to be the Secured Party, as those terms are defined and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and used in the state where UCC. Borrower agrees that the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents Indebtedness and Leases. To Obligations secured by this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and Security Instrument are further secured by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and interests in all of Grantor’s Borrower's right, title and interest in, to, under in and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notesequipment, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be other personal property covered by the UCC, if any, which are used upon, in, or about the Commercial Units or the Improvements (or any part thereof) or which are used by Borrower or any other person in connection with the Property. Borrower grants to Lender a valid and effective first priority security interest granted (subject to any Permitted Encumbrances) in this Section 3; all of Borrower's right, title and all items contained interest in and to such personal property (but only to the extent permitted in the definition case of “Leases” which are excluded from leased personal property), together with all replacements, additions, and proceeds. Except for Permitted Encumbrances, Borrower agrees that, without the Code written consent of Lender, no other security interest will be covered by created under the provisions of the grant UCC and no lease will be entered into with respect to Trustee herein. Grantor hereby agrees with Beneficiary any goods, fixtures, equipment, appliances, or articles of personal property now attached to deliver or used or to Beneficiary, in form and substance reasonably satisfactory be attached to Beneficiary, such “Financing Statements”, as such term is or used in connection with the CodeProperty except as otherwise permitted hereunder or in any other Loan Document. Borrower agrees that all property of every nature and description covered by the Lien and charge of this Security Instrument together with all such property and interests covered by this security interest are encumbered as a unit, and execute upon and deliver such further assurances as Beneficiary mayduring the continuance of an Event of Default by Borrower, from time to all of the Property, at Lender's option, may be foreclosed upon or sold in the same or different proceedings or at the same or different time, reasonably consider necessary subject to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause the provisions of applicable law. The filing of any financing statement relating to any such statements and assurances property or rights or interests shall not be construed to be recorded and filed, as such times and places as may be required diminish or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts alter any of the Property as Beneficiary may desire. This Deed Lender's rights of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of priorities under this Deed of TrustSecurity Instrument.

Security Agreement. This Deed of Trust (ia) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to the Service Equipment(i) insurance proceeds or condemnation proceeds, fixtures(ii) ground rent escrows, Contracts(iii) real estate tax escrows, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER(iv) insurance premium escrows, and by these presents does GRANT(v) tenant improvement, BARGAINleasing commission, CONVEYand capital expenditure reserve escrows (hereinafter collectively referred to as the “Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, ASSIGNwhich property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, TRANSFER and SET OVERall replacements of such property, unto Trustee substitutions and Beneficiaryadditions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to as the “Collateral”, and that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of GrantorMortgagor’s right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence and during the continuance of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not sell, dispose of, or grant a security interest or other encumbrance in any portion of the Collateral or execute any financing statement covering any portion of the Collateral in favor of any person other than Mortgagee. Mortgagor may, however, sell or otherwise dispose of Collateral in the event of obsolescence or otherwise in the ordinary course of business if Mortgagor promptly replaces such Collateral sold (in the event such Collateral is necessary, required, or reasonably desirable for the continued operation, use, and the full and timely performance and discharge enjoyment of the Liabilities. It is the intent Premises) with substitute Collateral of Grantorsubstantially similar quality and utility and of equal or greater value, Beneficiary and Trustee in such a manner so that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others, other than “Permitted Liens” (as such term is defined in that certain Security Agreement dated of even date herewith, executed by Mortgagor in favor of Mortgagee, for the benefit of the Lenders) and liens in favor of Mortgagee, for the benefit of the Lenders. Mortgagor shall, upon demand execute and deliver to Mortgagee such documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at anytime, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or appropriate to establish and maintain a first perfected security interest in the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others, except as expressly approved by Mortgagee in writing or as otherwise may be expressly permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts the terms of the Property as Beneficiary may desireLoan Documents. This Deed Mortgage also constitutes a financing statement for the purpose of Trust the UCC and shall also constitute a “fixture filing” for under such statutes and shall be filed in the purposes real estate records of Xxxx County, Illinois. For such purpose the name and address of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are as set forth in the first paragraph below: Name of this Deed of Trust.Debtor: 000 X. Xxxxxx Xxxxxx, X.X.X. Xxxxxx’s Mailing Address: 000 X. Xxxxxx Xxxxxx, L.L.C. c/o Prime Group Realty Trust 00 Xxxx Xxxxxx Xxxxx Suite 3900 Chicago, Illinois 60601

Security Agreement. This Deed It is the intention of Trust the parties hereto that the transactions contemplated by and subject to this Agreement, shall constitute and shall be treated as, a sale of the Transferred Interests, and a purchase thereof by Buyer, and not a loan for all purposes. If, notwithstanding such intention, the conveyance of the Transferred Interests from any Seller to Buyer shall be recharacterized as a loan and not a sale and purchase, it is the intention of the parties hereto that (i) such loan shall be construed as deemed a Deed of Trust on real property, secured loan and (ii) this Agreement shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Codesecurity agreement under applicable law, and that each Seller shall evidence until the grant of this Deed of Trust shall terminatebe deemed to have granted to Buyer, and each Seller hereby grants to Buyer, a first and prior priority security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantoreach Seller’s right, title and interest in, toto and under the Transferred Interests now owned or at any time hereafter acquired by each Seller in the Transferred Interests or in which each Seller now has or at any time in the future may acquire any right, under and with respect title or interest to the Service EquipmentTax Refund Claim and the proceeds thereof (collectively, fixturesthe “Collateral”), Contractsfree and clear of all claims, Rents, Leases and Proceeds to secure the prompt and complete payment or performance in full when due, of all obligations of each Seller to Buyer under this Agreement. Each Seller hereby irrevocably authorizes Buyer at any time and timely payment from time to time to file in any file office in any jurisdiction that Buyer deems advisable (a) any Uniform Commercial Code financing statement providing the name of each Seller as debtor, Buyer, as a secured party and indicating the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be Collateral as collateral covered by a financing statement and (b) any other notice, filing or other document that Buyer deems necessary or advisable to perfect or protect the security interest granted in this Section 3; and all items contained or to maintain its first priority. To further ensure Buyer’s first priority security interest in the definition Transferred Interests, each Seller shall have its creditor, WhiteHawk Capital Partners LP, pursuant to that certain Loan and Security Agreement, dated as of August 8, 2022 (the “Leases” which are excluded from Loan Agreement”), execute a lien carveout letter in substantially the Code be covered by the provisions same form as that attached as Exhibit F. Upon completion of performance of the grant obligations imposed upon each Seller by this Agreement, including but not limited to Trustee payment in full to Buyer of all Distributions or such other payments due to Buyer hereunder, Xxxxx will make all filings and undertake all actions necessary and/or appropriate to release the Collateral and terminate financing statements provided for herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with With respect to the Service Equipment, fixtures, Contracts, Rents items of personal ------------------ property and Leases. To fixtures referred to and described in the Granting Clause of this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED Mortgage and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment included as part of the Tranche A NotesCollateral, this Mortgage is hereby made and the full declared to be a security agreement encumbering each and timely performance every item of personal property and discharge fixtures now or hereafter owned by Mortgagor and included herein as a part of the Liabilities. It is the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to Trustee hereinMortgagee, as "Secured Party", a security interest in and to all of the property now or hereafter owned by Mortgagor which constitutes the personal property and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Mortgagor agrees with Beneficiary to deliver to Beneficiarythat Mortgagee may file this Mortgage, or a reproduction thereof, in form and substance reasonably satisfactory to Beneficiarythe real estate records or other appropriate index, such “Financing Statements”, as such term is used in the Codeas, and this Mortgage shall be deemed to be, a financing statement filed as a fixture filing in accordance with _____________. Any reproduction of this Mortgage or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Mortgagor agrees to execute and deliver such further assurances to Mortgagee, upon Mortgagee's request, any other security agreement and financing statements, as Beneficiary maywell as extensions, from time to time, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary’s amendments thereof, and reproductions of this Mortgage, in such form as Mortgagee may require to perfect a security interest herein grantedwith respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and Tranche A Lenders shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may cause such statements and assurances reasonably require. Without the prior written consent of Mortgagee, Mortgagor shall not create or suffer to be recorded created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and filedfixtures, including any replacements and additions thereto. Upon the occurrence of an Event of Default under this Mortgage, or any other violation of the covenants, terms and conditions of the security agreement contained herein, the Mortgagee shall have and shall be entitled to exercise any and all of the rights and remedies (i) as such prescribed in this Mortgage, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Mortgagor and Mortgagee agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Collateral, which is described or reflected as a fixture in this Mortgage, is, and at all times and places for all purposes and in all proceedings, both legal and equitable, shall be, regarded as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property Real Estate conveyed hereby. Mortgagor warrants that Mortgagor's name, identity and address are or are to become fixtures; as set forth herein. The mailing address of the Mortgagee from which information may be obtained concerning the security interest created herein granted may be obtained from either party at the address of such party is also set forth herein. For purposes This information hereof is provided in order that this Mortgage shall comply with the requirements of the security interest herein grantedUniform Commercial Code as enacted in ____________ for instruments to be filed as financing statements. In accordance with ______________, this Mortgage shall remain effective as a fixture filing until this Mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustCollateral.

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall constitute and shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within Agreement under the meaning terms of the Uniform Commercial Code (hereinafter in this Paragraph referred to as the “Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code ”) as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered adopted by the security interest granted in this Section 3; and all items contained in the definition State of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayFlorida, from time to time, reasonably consider necessary with respect to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts any property included in the definition of the Property word “Mortgaged Property”, which property may not be deemed to form a part of the real property described as Beneficiary the Premises or may desire. This Deed of Trust shall also not constitute a “fixture filingfixture” (within the meaning provided in the Code), and all replacements of such property, substitutions for such property, additions to such property, and the purposes proceeds thereof (all of said property described above, and the replacements, substitutions and additions thereto together with the proceeds thereof being hereinafter collectively referred to as the “Collateral”), and that a first priority, perfected and continuing security interest in and to the Collateral located on the Mortgaged Property, is hereby granted to the Mortgagee, and the Collateral and all right, title and interest of Mortgagor therein, are hereby assigned to the Mortgagee, all to secure payment of the Note and the Loan Agreement, and to secure performance by the Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, the Mortgagee, pursuant to the appropriate provisions of the Code, shall have the right, in addition to all other rights, to proceed with respect to the Collateral in accordance with its rights and remedies as a Secured Party under the Code. All or part The parties agree that, in the event the Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days written notice of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes sale of the security interest herein grantedCollateral shall be reasonable notice. The reasonable expenses of retaking, the addresses of debtor (Grantor) holding, preparing for sale, selling and the secured party (Beneficiary) are set forth like incurred by the Mortgagee shall include, but shall not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor shall, from time to time, on request of the Mortgagee, deliver to the Mortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral now is, and that all replacements thereof, substitutions therefor or additions thereto, unless the first paragraph Mortgagee otherwise consents, will be, free and clear of this Deed of Trustany other liens, encumbrances or security interests.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with With respect to the Service Equipment, fixtures, Contracts, Rents items of personal property and Leases. To fixtures referred to and described in the Granting Clause of this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED Mortgage and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment included as part of the Tranche A NotesCollateral, this Mortgage is hereby made and the full declared to be a security agreement encumbering each and timely performance every item of personal property and discharge fixtures now or hereafter owned by Mortgagor and included herein as a part of the Liabilities. It is the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by compliance with the provisions of the grant Uniform Commercial Code as enacted in the State. In this respect, Mortgagor, as "Debtor", expressly grants to Trustee hereinMortgagee, as "Secured Party", a security interest in and to all of the property now or hereafter owned by Mortgagor which constitutes the personal property and fixtures hereinabove referred to and described in this Mortgage, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the sale or other disposition thereof. Grantor hereby Mortgagor agrees with Beneficiary to deliver to Beneficiarythat Mortgagee may file this Mortgage, or a reproduction thereof, in form and substance reasonably satisfactory to Beneficiarythe real estate records or other appropriate index, such “Financing Statements”, as such term is used in the Codeas, and this Mortgage shall be deemed to be, a financing statement filed as a fixture filing in accordance with the laws of the State. Any reproduction of this Mortgage or of any other security agreement or financing statement executed by Mortgagor shall be sufficient as a financing statement. In addition, Mortgagor agrees to execute and deliver such further assurances to Mortgagee, upon Mortgagee's request, any other security agreement and financing statements, as Beneficiary maywell as extensions, from time to time, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary’s amendments thereof, and reproductions of this Mortgage, in such form as Mortgagee may reasonably require to perfect a security interest herein grantedwith respect to said items. Mortgagor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and Tranche A Lenders shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may cause such statements and assurances to be recorded and filed, reasonably require. Except as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust.is provided in

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentMortgagee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the “Collateral”, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of GrantorMortgagor’s right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Guaranteed Obligations and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and timely performance and discharge legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Mortgagor shall, upon demand execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at any time, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor authorizes Beneficiary to file such Financing Statements describing such parts This Mortgage also constitutes a financing statement for the purpose of the Property as Beneficiary may desire. This Deed of Trust UCC and shall also constitute a “fixture filing” for under such statutes and shall be filed in the purposes real estate records of the CodeCounty in which the Land is located. All or part For such purpose the name and address of the Property debtor and the secured party are as set forth below: Name of Debtor: IIT Tampa – 0000 Xxxxx Xxxxx Xxxxx LLC Debtor’s Mailing Address: IIT Tampa – 0000 Xxxxx Xxxxx Xxxxx LLC c/o Industrial Income Trust Inc. 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxxx X. Minnick Debtor’s Organizational M11000000029 Number: Address of Property: 0000 Xxxxx Xxxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxxx 00000 Name of Secured Party: ING USA Annuity and Life Insurance Company Address of Secured Party: ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the real property described in this Mortgage. Mortgagor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to Mortgagee, and covenants and agrees with Mortgagee as follows: (a) Mortgagor shall not merge or consolidate into, or transfer any of the Collateral to, any other entity or person without the prior written consent of the Mortgagee. (b) Mortgagor shall not change its name unless it has given Mortgagee sixty (60) days prior written notice thereof and executed and authorized at the request of Mortgagee, such additional financing statements to be filed in such jurisdiction as the Mortgagee may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Mortgagor as debtor and the Mortgagee as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Mortgagee or its counsel without the prior written consent of the Mortgagee. (d) Mortgagor hereby authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such financing statements in such jurisdictions as the Mortgagee may deem necessary or desirable in order to perfect the security interest herein granted may be obtained from either party at by the address of such party set forth herein. For purposes of the Mortgagor under this security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustagreement.

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentMortgagee with respect to insurance proceeds or condemnation proceeds ("Deposits") and with respect to any personal property and fixtures included in the definition herein of the word "Premises", fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit "A" or may not constitute a "fixture" within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the "Collateral", ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Grantor’s Mortgagor's right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days' notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys' fees and timely performance and discharge legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Mortgagor shall, upon demand execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at anytime, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor authorizes Beneficiary to file such Financing Statements describing such parts This Mortgage also constitutes a financing statement for the purpose of the Property as Beneficiary may desire. This Deed of Trust UCC and shall also constitute a “"fixture filing” for " under such statutes and shall be filed in the purposes real estate records of the CodeCounty in which the Land is located. All or part For such purpose the name and address of the Property debtor and the secured party are as set forth below: Name of Debtor: Great Lakes REIT, L.P. Debtor's Mailing Address: Great Lakes REIT, L.P. c/o Great Lakes REIT 000 Xxxxxxxx Xxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Chief Financial Office Debtor's Taxpayer Identification Number: 00-0000000 Address of Property: See Schedule II attached hereto. Name of Secured Party: Equitable Life Insurance Company of Iowa, and Security Life of Denver Insurance Company Address of Secured Party: Equitable Life Insurance Company of Iowa, and Security Life of Denver Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the security interest herein granted may be obtained from either party at real property described in this Mortgage. Mortgagor is the address of such party set forth herein. For purposes record owner of the security interest real property described herein granted, upon which the addresses foregoing fixtures and other items and types of debtor (Grantor) and the secured party (Beneficiary) property are set forth in the first paragraph of this Deed of Trustlocated.

Security Agreement. This Deed (a) In order to secure payment of Trust ASSOCIATE's payment obligations under this Agreement, ASSOCIATE grants to NECAM a security interest in the following: Revised 5/2000 (i1) shall be construed as a Deed the PRODUCTS which ASSOCIATE purchases from NECAM, (2) the proceeds of Trust on real propertythe sale, lease, installation, servicing, repair or maintenance of all such PRODUCTS (including, but not limited to, the related accounts), (3) contract rights related to the sale or lease of any of the PRODUCTS, and (4) the list of all customers to whom ASSOCIATE has sold or leased NECAM PRODUCTS or provided related installation, servicing, repair or maintenance services. (b) If ASSOCIATE defaults in its payment obligations to NECAM, NECAM may, in its discretion, declare all such payment obligations immediately due and payable, and (ii) in such event NECAM shall also constitute have all the rights and serve as remedies of a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest secured party under the Code as to property within the scope thereof and UCC. (c) Also, in the state where the Property is situated such event, ASSOCIATE shall cooperate fully with respect NECAM's exercise of its rights under this Section, including but not limited to the Service Equipmentturnover of all information required by NECAM to enforce its security interests hereunder, fixtures, Contracts, Rents including all accounts receivable and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notescustomer records, and the full notification of customers directing that payments on accounts receivable be sent directly to NECAM or its designee. (d) ASSOCIATE agrees to promptly sign and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber return to NECAM all Leases and that all items contained in the definition of “Leases” documents which are included within deemed by NECAM to be necessary or prudent to perfect or otherwise protect the Code be covered by priority, validity and continuity of the security interest granted by ASSOCIATE to NECAM in this Section 3; and all items contained in 5(a). Such documents may include (but not necessarily be limited to) an appropriate UCC-1 form. In the definition of “Leases” which are excluded from event ASSOCIATE fails to execute such document(s), then, to the Code be covered extent permitted by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiarylaw, in form and substance reasonably satisfactory to Beneficiary, NECAM may file such “Financing Statements”documents without obtaining ASSOCIATE's signature, as ASSOCIATE's attorney-in-fact (but only for this limited purpose). ASSOCIATE further agrees that NECAM may file a copy of this ASSOCIATE Agreement to perfect or protect the priority, validity and continuity of such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustapplicable law.

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentMortgagee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the “Collateral”, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of GrantorMortgagor’s right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and timely performance and discharge legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Mortgagor shall, upon demand execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at any time, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor authorizes Beneficiary to file such Financing Statements describing such parts This Mortgage also constitutes a financing statement for the purpose of the Property as Beneficiary may desire. This Deed of Trust UCC and shall also constitute a “fixture filing” for under such statutes and shall be filed in the purposes real estate records of the CodeCounty in which the Land is located. All or part For such purpose the name and address of the Property debtor and the secured party are as set forth below: Name of Debtor: AHC Washtenaw, LLC Debtor’s Mailing Address: AHC Washtenaw, LLC c/o Glimcher Properties Limited Partnership 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx, Xxxx 00000-0000 Attention: General Counsel Address of Property: 0000-0000 Xxxxxxxxx Xxxxxx Xxx Xxxxx, Xxxxxxxx 00000 Name of Secured Party: Security Life of Denver Insurance Company Address of Secured Party: Security Life of Denver Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the real property described in this Mortgage. Mortgagor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to Mortgagee, and covenants and agrees with Mortgagee as follows: (a) Mortgagor shall not merge or consolidate into any other entity or person without the prior written consent of the Mortgagee. (b) Mortgagor shall not change its name unless it has given Mortgagee sixty (60) days prior written notice thereof and executed and authorized at the request of Mortgagee, such additional financing statements to be filed in such jurisdiction as the Mortgagee may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Mortgagor as debtor and the Mortgagee as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Mortgagee or its counsel without the prior written consent of the Mortgagee. (d) Mortgagor hereby authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such financing statements in such jurisdictions as the Mortgagee may deem necessary or desirable in order to perfect the security interest herein granted may be obtained from either party at by the address of such party set forth herein. For purposes of the Mortgagor under this security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustagreement.

Security Agreement. This Deed of Trust (i) Mortgagor and Mortgagee agree that this Mortgage shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentMortgagee with respect to insurance proceeds or condemnation proceeds ("DEPOSITS") and with respect to any personal property and fixtures included in the definition herein of the word "PREMISES", fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit "A" or may not constitute a "fixture" within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the "COLLATERAL", ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Grantor’s Mortgagor's right, title and interest intherein are hereby assigned to Mortgagee, toall to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days' notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 for sale, selling and the full like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys' fees and timely performance and discharge legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained Collateral in the definition ordinary course of “Leases” which are included within business, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the Code operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Mortgagee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayMortgagor shall, from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Mortgagor shall, upon demand execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and Tranche A Lenders will do all such acts and things as Mortgagee may cause such statements and assurances at anytime, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor authorizes Beneficiary to file such Financing Statements describing such parts This Mortgage also constitutes a financing statement for the purpose of the Property as Beneficiary may desire. This Deed of Trust UCC and shall also constitute a “"fixture filing” for " under such statutes and shall be filed in the purposes real estate records of the CodeCounty in which the Land is located. All or part For such purpose the name and address of the Property debtor and the secured party are as set forth below: Name of Debtor: Equity Inns Partnership, L.P. Debtor's Mailing Address: 7700 Wolf River Boulevard Germantxxx, Xxxxxxxxx 00000 Xxxxxx'x Xxxxxxxx Xxxxxxxxxxxxxx Xxxxxx: 00-0050848 Address of Property: 660 West Hillsboro Boxxxxxxx Deerxxxxx Xxxxx, Xxxxxxx 0000 Xxxxxx Xxxx Boca Raton, Florxxx 0000 Xxxx Xxxxxxx Xxxxxxxxx Boyntxx Xxxxx, Xxxxxxx [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 2025 Vista Parkway West Palm Beacx, Xxxxxxx 0000 XXX Xxxxxxxxx Palm Beach Garxxxx, Xxxxxxx Xxxx xx Xxxxxxx Xxxxx: XXX XXX Xxxxxxx xxx Xxxx Xxxxxxnce Company Address of Secured Party: ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Xxxxxxx, Xxxxxxx 00000-0000 Xxxxxxxxx: Xxxx Xxxxxx Xxx Xxxxxtment This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures; information concerning fixtures on the real property described in this Mortgage. Mortgagor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to Mortgagee, and covenants and agrees with Mortgagee as follows: (a) Mortgagor shall not merge or consolidate into, or transfer any of the Collateral to, any other entity or person without the prior written consent of the Mortgagee. (b) Mortgagor shall not change its name unless it has given Mortgagee sixty (60) days prior written notice thereof and executed and authorized at the request of Mortgagee, such additional financing statements to be filed in such jurisdiction as the Mortgagee may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Mortgagor as debtor and the Mortgagee as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Mortgagee or its counsel without the prior written consent of the Mortgagee. (d) Mortgagor hereby authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such financing statements in such jurisdictions as the Mortgagee may deem necessary or desirable in order to perfect the security interest herein granted may be obtained from either party at by the address of such party set forth herein. For purposes of the Mortgagor under this security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustagreement.

Security Agreement. This Deed Concurrently herewith each Grantor is executing and delivering to the Administrative Agent, for the benefit of Trust the Secured Parties, the Intellectual Property Security Agreement (the “IP Security Agreement”), for recording in the United States Patent and Trademark Office (the “PTO”) and/or United States Copyright Office (the “Copyright Office”), pursuant to which such Grantor is granting, to the Administrative Agent, for the benefit of the Secured Parties, a Lien on certain Collateral consisting of (i) shall be construed as a Deed of Trust on real propertypatents and patent rights, and (ii) trademarks, service marks and trademark and service xxxx rights and (iii) copyrights, together with the goodwill appurtenant to such Collateral, as applicable. The provisions of the IP Security Agreement is supplemental to the provisions of this Agreement, and nothing contained in the IP Security Agreement shall also constitute derogate from any of the rights or remedies of any of the Secured Parties hereunder. Neither the delivery of, nor anything contained in, the IP Security Agreement shall be deemed to prevent or postpone the time of attachment or perfection of any security interest in such Collateral created hereby. Each Grantor represents and serve warrants to the Secured Parties that such IP Security Agreement identifies all now existing material patents, trademarks, copyrights and other rights relating thereto of such Grantor, identified, where applicable, by title, author and/or PTO or Copyright Office, as a “applicable registration number and date. Each Grantor represents and warrants to the Secured Parties that it has registered all material existing patents, trademarks, and copyrights with the PTO or Copyright Office, as applicable, as identified in such IP Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated except for those copyrights with respect to which such Grantor reasonably determines registration to not be necessary to its business. Each Grantor covenants, promptly following such Grantor’s acquisition thereof, to provide to the Service EquipmentAdministrative Agent like identifications of all material patents, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERtrademarks, and copyrights and other rights relating thereto hereafter acquired by these presents does GRANTsuch Grantor, BARGAINto register such patents, CONVEYtrademarks, ASSIGNor copyrights, TRANSFER and SET OVERas applicable with the PTO or Copyright Office, unto Trustee and Beneficiaryas applicable, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and except for those copyrights with respect to which such Grantor reasonably determines registration to not be necessary to its business, and to execute and deliver to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment Administrative Agent as provided in §6.12 of the Tranche A NotesCredit Agreement, and for the full and timely performance and discharge benefit of the Liabilities. It is the intent of GrantorSecured Parties, Beneficiary and Trustee that a supplement or joinder to this Deed of Trust encumber all Leases and that all items contained Agreement or a supplemental IP Security Agreement (each an “IP Security Agreement Supplement”), in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiaryeach case, in form and substance reasonably satisfactory to Beneficiarythe Administrative Agent, such “Financing Statements”, as such term is used in for the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts benefit of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are Secured Parties, modified to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of reflect such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) subsequent acquisitions and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustregistrations.

Security Agreement. (a) This Deed of Trust (i) shall be construed as is both a real property Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Property. Trustor, by executing and shall evidence until the grant of delivering this Deed of Trust shall terminategrants to Beneficiary, as security for the Indebtedness, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Trust Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect full extent that the Trust Property may be subject to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment Uniform Commercial Code (such portion of the Tranche A Notes, and Trust Property so subject to the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted being called in this Section 3; Paragraph the "COLLATERAL"). Trustor shall execute and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, financing statements and execute and deliver such further assurances as Beneficiary may, may from time to time, reasonably consider necessary request in order to create, perfect, and preserve Beneficiary’s the security interest interest(s) herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “"fixture filing” " for the purposes of the Code. All or part Uniform Commercial Code and shall cover all items of the Property Collateral that are or are to become fixtures; information . Information concerning the security interest interest(s) herein granted may be obtained from either Beneficiary upon request. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party at upon default under the address of such party set forth herein. For purposes Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees and disbursements, reasonably incurred or paid by Beneficiary in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary or Trustee with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Indebtedness in such priority and proportions as Beneficiary in its discretion shall deem proper. Trustor shall notify Beneficiary and Trustee of any change in name, identity or structure of Trustor and shall promptly execute, file and record, at its sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of the lien of Beneficiary and Trustee upon and security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph Collateral. In addition, Trustor shall promptly execute, file and record such additional Uniform Commercial Code forms or continuation statements as Beneficiary or Trustee shall deem necessary and shall pay all expenses and fees in connection with the filing and recording thereof, provided that no such additional documents shall increase the obligations of Trustor under the Note, this Deed of Trust or the other Loan Documents. Trustor hereby grants to Beneficiary and Trustee an irrevocable power of attorney, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary or Trustee, as secured party, in connection with the Collateral covered by this Deed of Trust. (b) That portion of the Trust Property consisting of personal property and equipment, shall be owned by Trustor and shall not be the subject matter of any lease or other transaction whereby the ownership or any beneficial interest in any of such property is held by any person or entity other than Trustor nor shall Trustor create or suffer to be created any security interest covering any such property as it may from time to time be replaced, other than the security interest created herein.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on The Mortgaged Property includes both real propertyand personal Property and all other rights and interest, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning whether tangible or intangible in nature, of the Code, Issuer and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and Company in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desireMortgaged Property. This Deed of Trust Mortgage shall also constitute a “fixture filing” for security agreement under the purposes Uniform Commercial Code of the Code. All State so that the Bank shall have and may enforce a security interest in any or all of the Mortgaged Property, in addition to (but not in limitation of) the Lien upon that portion of the Mortgaged Property constituting part of the Property are or are to become fixtures; information concerning realty imposed by the foregoing provisions hereof, such security interest herein granted to attach at the earliest moment permitted by law and also to include and attach to all additions and accessions thereto, all substitutions and replacements therefor, all proceeds thereof, including insurance and Condemnation proceeds, and all contract rights, rental or lease payments and general intangibles of the Issuer and the Company obtained in connection with or relating to the Mortgaged Property (except for the Unassigned Rights and moneys received pursuant thereto) as well as any and all items of Property in the foregoing classifications which are hereafter acquired. The Issuer and the Company shall, at the request of the Bank, deliver to the Bank, as the case may be, any and all further instruments which the Bank shall require in order to further secure and perfect the Lien of this Mortgage. Pursuant to the Uniform Commercial Code of the State, the Issuer and the Company hereby authorize the Bank to execute and file continuation statements without the necessity of the Issuer's or the Company's signature as debtor if the Bank shall determine that such are necessary or advisable in order to perfect or continue the perfection of their respective security interests in any of the Mortgaged Property covered by this Mortgage, and shall pay to the Bank, within three Business Days after written demand, any expenses incurred by the Bank in connection with the preparation, execution and filing of such statements and any continuation statements that may be obtained from either party at filed by the address Bank. The Bank shall promptly provide copies of such party set forth herein. For purposes of any documents executed by them pursuant to this authorization to the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustCompany.

Security Agreement. This Deed of Trust (i) shall be construed as Mortgage constitutes a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within security agreement under the meaning of the New York Uniform Commercial Code, and the Mortgagor hereby grants to the Mortgagee, to further secure the Obligations, a security interest in all furniture, fixtures and equipment and all other machinery, appliances, furnishings, tools and buildings materials now owned or hereafter acquired by the Mortgagor, and installed or to be installed in or on the Premises and used or to be used in the management or operation of the Premises, and all substitutions, replacements, additions and accessions thereto, together with all cash and non-cash proceed thereof. The Mortgagor shall evidence until execute, deliver, file and refile any financing statements, continuation statements, or other security agreements that the grant Mortgagee may require from time to time to confirm the lien of this Deed Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby irrevocably constitutes and appoints the Mortgagee with full power of Trust shall terminatesubstitution, a first as its attorney-in-fact with full irrevocable power and prior security interest under authority (coupled with and interest) in the Code as to property within the scope thereof place and stead of such Mortgagor and in the state where name of such Mortgagor or in the Property Mortgagee's own name, for the Mortgagee to execute, deliver and file such instruments for and on behalf of the Mortgagor and the Mortgagor shall pay all filing fees in connection therewith. Notwithstanding any release of any or all of that property included in the Premises which is situated deemed "real property", and proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest created hereby and all of Grantor’s right, title and interest in, to, under and with respect referred to above until the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the repayment or satisfaction in full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which Obligations as are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required now or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the hereafter secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trusthereby.

Security Agreement. Section 5.1. THIS SECURITY DEED A SECURITY AGREEMENT; FILINGS. This Security Deed constitutes both a deed to secure debt and a "security agreement" within the meaning of Trust the Uniform Commercial Code. Grantor (as Debtor) hereby grants to Grantee (as Creditor and Secured Party) a security interest in all of Grantor's right, title and interest in and to (i) so much of the Equipment or any other part of the Mortgaged Property as is considered or as shall be construed determined to be personal property or "fixtures" (as a Deed of Trust on defined in the Uniform Commercial Code) and not real propertyestate, together with all replacements thereof, substitutions therefor or additions thereto, and (ii) all general intangibles and accounts in any way relating to the Mortgaged Property (said Equipment, personal property, fixtures, general intangibles and accounts being sometimes hereinafter referred to as the "ADDITIONAL COLLATERAL"), subject only to Permitted Liens, Grantor and Grantee acknowledge and agree that all references in this Security Deed to Collateral shall also constitute include, but shall not be limited to, the Additional Collateral. Grantor shall execute any and serve all such documents, including without limitation financing statements pursuant to the Uniform Commercial Code ("FINANCING STATEMENTS"), as a “Security Agreement” on personal property within Grantee may reasonably request, to preserve and maintain the meaning priority of the Codelien created hereby on property which may constitute or be deemed to be Additional Collateral, and shall evidence until pay to Grantee on demand any reasonable expenses incurred by Grantee in connection with the grant preparation, execution and filing of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee hereinany such documents. Grantor hereby agrees with Beneficiary to deliver to Beneficiaryshall, in form at its sole cost and substance reasonably satisfactory to Beneficiaryexpense, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances file all Financing Statements and refilings and continuations of filings previously executed by Grantor as Beneficiary may, from time to time, Grantee reasonably consider deems necessary or advisable to create, perfect, preserve and preserve Beneficiary’s security interest herein granted, protect said lien; and Tranche A Lenders may cause such statements Grantor hereby authorizes and assurances empowers Grantee as its attorney-in-fact to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file execute any such Financing Statements describing such parts or filings, on Grantee's behalf, if Grantor should fail to do so. The foregoing power of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) attorney is irrevocable and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustis coupled with an interest.

Security Agreement. Grantor hereby grants to Beneficiary a security interest in and to certain property as follows: 1. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a first and prior security interest under Chapter 9 of the Code, with respect to the Personalty, Fixtures and shall evidence until Leases, subject only to Permitted Encumbrances. To this end, Grantor has granted, bargained, conveyed, assigned, transferred and set over, and by these presents does grant, bargain, convey, assign, transfer and set over, unto Trustee, for the grant benefit of this Deed of Trust shall terminateBeneficiary as a secured party, a first and prior security interest under the Code as (subject only to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest Permitted Encumbrances) and all of Grantor’s right, title and interest in, toto and under the Personalty, under Fixtures and with respect to the Service EquipmentLeases, fixturesin trust, Contracts, Rents, Leases and Proceeds to secure the full and timely payment and performance of the Tranche A NotesObligations. 2. Beneficiary, as well as Trustee on Beneficiary’s behalf, shall have all the rights, remedies and recourses with respect to the Personalty, Fixtures and Leases afforded a “Secured Party” by Chapter 9 of the Code, in addition to, and not in limitation of, the full other rights, remedies and timely performance and discharge recourses afforded Beneficiary or Trustee by the Loan Documents. 3. The security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a party in possession of the LiabilitiesProperty, to obligate Trustee or Beneficiary to lease the Property, or to take any action, incur any expenses or perform any obligation whatsoever under any of the Leases or otherwise. 4. It is Upon the intent occurrence of Grantoran Event of Default and at any time thereafter: (a) Trustee or Beneficiary shall have, Beneficiary with regard to the Personalty, Fixtures and Trustee that Leases the remedies provided in this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within Code (no such remedy granted by the Code being excepted, modified or waived herein). Trustee or Beneficiary may use his or its discretion in exercising the rights and electing the remedies; provided, however, all acts shall be covered by in compliance with the security interest granted in this Section 3; and all items contained in the definition standards of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, where applicable and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth hereinrequired. For purposes of the security interest herein grantednotice requirements of the Code and this Section F, it is agreed that notice sent or given not less than ten (10) calendar days prior to the addresses taking of debtor the action to which the notice relates, is reasonable notice. (Grantorb) Trustee or Beneficiary shall be entitled, acting in his or its sole discretion, to apply the proceeds of any disposition of the Personalty, Fixtures and Leases in the order set forth in Chapter 9 of the Code, or, if allowed by the Code, in the order set forth in Paragraph 7 of Section D hereof. 5. Beneficiary may require Grantor to assemble the Personalty, Fixtures and Leases and make them available to Beneficiary or Trustee at a place to be designated by Beneficiary that is reasonably convenient to both parties. All expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the Personalty, Fixtures and Leases and the secured party (Beneficiary) like which are incurred or paid by Beneficiary as authorized or permitted hereunder, including also all reasonable attorneys’ fees, legal expenses and costs, shall be added to the Obligations and Grantor shall be liable therefor. 6. As to the Personalty, Fixtures and Leases, this Deed of Trust shall be effective as a financing statement when filed for record in the Deed of Trust Records of any county in which any portion of the Land is located. The record owner of the Land is Grantor, whose mailing address for purposes of such financing statement is set forth in the first paragraph of opening recital hereinabove. Information concerning the security interest created by this Deed of Trustinstrument may be obtained from Beneficiary at its address similarly set forth in such opening recital.

Security Agreement. 2.15.1 This Deed of Trust shall also be a security agreement between Grantor and Beneficiary covering the Encumbered Property constituting personal property or fixtures (ihereinafter collectively called "UCC Collateral") governed by the UCC in effect in the State as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust, and as further security for the payment and performance of the Obligations, Grantor hereby grants to Beneficiary a security interest in such portion of the Encumbered Property to the full extent that the Encumbered Property may be subject to the UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the UCC. Grantor shall execute and deliver to Beneficiary all financing statements and such further assurances that may be required to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests, and Grantor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Secured Debt Documents, if Beneficiary should dispose of any of the Encumbered Property comprising the UCC Collateral pursuant to the UCC, ten (10) days prior written notice by Beneficiary to Grantor shall be construed as a Deed deemed to be reasonable notice; provided, however, Beneficiary may, but shall not obligated to, dispose of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal such property within in accordance with the meaning of the Code, and shall evidence until the grant foreclosure procedures of this Deed of Trust shall terminate, a first and prior security interest in lieu of proceeding under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and LeasesUCC. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, but shall not be obligated, from time to time, reasonably consider necessary execute and deliver at Grantor's expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to createall financing statements by and between Grantor and Beneficiary. Except as otherwise provided in the Secured Debt Documents, perfectif an Event of Default shall occur and is continuing, (a) Beneficiary, in addition to any other rights and remedies which it may have, may exercise immediately and without demand to the extent permitted by law, any and all rights and remedies granted to a secured party under the UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause to take such statements and assurances to be recorded and filed, as such times and places other measures as may be required necessary for the care, protection and preservation of such collateral and (b) upon request or permitted by law demand of Beneficiary, Grantor shall at its expense, assemble the UCC Collateral and make it available to so create, perfect and preserve such security interestBeneficiary at a convenient place acceptable to Beneficiary. Grantor authorizes shall pay to Beneficiary to file such Financing Statements describing such parts of on demand, any and all expenses, including reasonable attorneys' fees and disbursements incurred or paid by Beneficiary in protecting the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustUCC Collateral and in enforcing the rights hereunder with respect to such UCC Collateral.

Security Agreement. This Deed The due and punctual payment of Trust (i) the principal of and Fixed Interest on the Notes when and as the same shall be construed as a Deed of Trust due and payable, whether on real propertyan Interest Payment Date, at maturity, by acceleration, repurchase, prepayment or otherwise, and interest on the overdue principal of and interest (iito the extent permitted by law) shall also constitute on the Notes and serve as a “Security Agreement” on personal property within the meaning performance of all other obligations of the Code, Company (excluding any and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated all obligations with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect any Contingent Interest) to the Service EquipmentHolders of Notes, fixturesthe Trustee or the Collateral Agent under this Indenture, Contractsthe Security Agreement and the Notes, Rentsaccording to the terms hereunder or thereunder, Leases shall be secured as provided in the Security Agreement which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and Proceeds agrees to secure the full and timely payment terms of the Tranche A NotesSecurity Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the full same may be in effect or may be amended from time to time in accordance with its terms, appoints the Collateral Agent to act as the "Collateral Agent" thereunder and timely performance authorizes and discharge of directs the LiabilitiesCollateral Agent to enter into the Security Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is the intent of GrantorThe Company shall do or cause to be done all such acts and things as may be necessary or proper, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code or as may be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered required by the provisions of the grant Security Agreement, to assure and confirm to the Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiaryand the Collateral Agent the security interest in the Collateral contemplated hereby, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”by the Security Agreement or any part thereof, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to timetime constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take any and all actions reasonably consider necessary required to createcause the Security Agreement to create and maintain, perfectas security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent for its benefit and the ratable benefit of the Holders of Notes, superior to and prior to the rights of all third Persons other than those holding First Lien Debt, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances subject to be recorded and filed, as such times and places as may be required or no Liens (other than Liens permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of TrustSecurity Agreement).

Security Agreement. This Grantor and Grantee agree that this Deed of Trust (i) shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property security agreement within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated UCC with respect to all sums on deposit with the Service EquipmentGrantee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVERwhich property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and by these presents does GRANTall replacements of such property, BARGAINsubstitutions and additions thereto and the proceeds thereof, CONVEYall such property being sometimes hereinafter collectively referred to as the “Collateral”, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, that a first and prior security interest in and to the Collateral and the Deposits is hereby granted to Grantee and the Deposits and all of Grantor’s right, title and interest intherein are hereby assigned to Grantee, toall to secure payment of the Indebtedness and to secure performance by Grantor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under and this Deed, Grantee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Service EquipmentCollateral in accordance with its rights and remedies with respect to the real property, fixtures, Contracts, Rents, Leases and Proceeds to secure in which event the full and timely payment default provisions of the Tranche A NotesUCC shall not apply. The parties agree that, in the event Grantee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the full like incurred by Grantee shall include, but not be limited to, reasonable attorneys’ fees and timely performance and discharge legal expenses incurred by Grantee. Grantor agrees that, without the written consent of Grantee, Grantor will not remove or permit to be removed from the Premises any of the Liabilities. It Collateral except that so long as the Grantor is not in default hereunder, Grantor shall be permitted to sell or otherwise dispose of the intent of GrantorCollateral, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the definition operation of “Leases” which are included within the Code Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be covered by subject to the security interest granted created hereby, and so that the security interest of Grantee shall be first in this Section 3; priority, it being expressly understood and agreed that all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions replacements of the grant Collateral and any additions to Trustee hereinthe Collateral shall be and become immediately subject to the security interest of this Deed and covered hereby. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary mayshall, from time to time, reasonably consider necessary on request of Grantee, deliver to create, perfectGrantee an inventory of the Collateral in reasonable detail. Grantor covenants and represents that all Collateral, and preserve Beneficiary’s all replacements thereof, substitutions therefor or additions thereto, unless Grantee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interest herein grantedinterests of others. Grantor shall, upon demand execute and deliver to Grantee such financing statements and other documents in form satisfactory to Grantee, and Tranche A Lenders will do all such acts and things as Grantee may cause such statements and assurances at any time, or from time to be recorded and filedtime, as such times and places reasonably request or as may be required necessary or permitted by law appropriate to so createestablish and maintain a first perfected security interest in the Deposits and Collateral, perfect and preserve such subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interestinterests of others. Grantor hereby represents and warrants to Grantee, and covenants and agrees with Grantee as follows: (a) Grantor shall not merge or consolidate into, or transfer any of the Collateral to, any other entity or person without the prior written consent of the Grantee. (b) Grantor shall not change its name unless it has given Grantee sixty (60) days prior written notice thereof and executed and authorized at the request of Grantee, such additional financing statements to be filed in such jurisdiction as the Grantee may deem necessary or desirable in its sole discretion. (c) It shall be an Event of Default hereunder if any amendment to or termination of a financing statement naming the Grantor as debtor and the Grantee as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than the Grantee or its counsel without the prior written consent of the Grantee. (d) Grantor hereby authorizes Beneficiary the Grantee, its counsel or its representative, at any time and from time to time, to file financing statements and amendments that describe the collateral covered by such Financing Statements describing financing statements in such parts of jurisdictions as the Property as Beneficiary Grantee may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All deem necessary or part of the Property are or are desirable in order to become fixtures; information concerning perfect the security interest herein granted may be obtained from either party at by the address of such party set forth herein. For purposes of the Grantor under this security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustagreement.

Security Agreement. This Deed With respect to the items of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within and fixtures referred to and described in the meaning of the Code, and shall evidence until the grant Granting Clause of this Deed of Trust shall terminateand included as part of the Trust Premises, this Deed of Trust is hereby made and declared to be a security agreement encumbering each and every item of such personal property and fixtures included as part of the Trust Premises now or hereafter owned by Trustor, in compliance with the provisions of the Uniform Commercial Code as enacted in the State. In this respect (and notwithstanding the conveyance to the Trustee rather than directly to the Beneficiary as provided in this Deed of Trust), Trustor, as “Debtor”, expressly grants to Beneficiary, as “Secured Party”, a first and prior security interest under in and to all of the Code property now or hereafter owned by Trustor which constitutes the personal property and fixtures included as part of the Trust Premises hereinabove referred to property within and described in this Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the scope thereof and sale or other disposition thereof. Trustor agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the state where real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with the Property is situated laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement executed by Trustor shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary, upon Beneficiary’s request, financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust, in such form as Beneficiary may reasonably require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Service EquipmentIndenture, the Notes or the Collateral Documents, and except for the Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, Contractsincluding any replacements and additions thereto. Upon the occurrence and during the continuance of an Event of Default under this Deed of Trust, Rents the Beneficiary shall have and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest shall be entitled to exercise any and all of Grantorthe rights and remedies (i) as prescribed in this Deed of Trust, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Beneficiary’s rightsole election. Trustor warrants that Trustor’s correct name, title identity, state of incorporation and interest inaddress are as set forth herein. Trustor agrees that it shall provide Trustee and Beneficiary with thirty (30) days prior written notice of any change in Trustor’s name, toidentity, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment state of incorporation or address. The mailing address of the Tranche A Notes, and Beneficiary from which information may be obtained concerning the full and timely performance and discharge of the Liabilitiessecurity interest created herein is also set forth herein. It This information hereof is the intent of Grantor, Beneficiary and Trustee provided in order that this Deed of Trust encumber all Leases and that all items contained shall comply with the requirements of the Uniform Commercial Code as enacted in the definition of “Leases” which are included within State for instruments to be filed as financing statements. In accordance with the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions laws of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to BeneficiaryState, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This this Deed of Trust shall also constitute remain effective as a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of filing until this Deed of TrustTrust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Premises.

Security Agreement. This Deed of Trust (ia) shall be construed as a Deed of Trust on real propertyTHIS DEED OF TRUST CREATES A LIEN ON THE PROPERTY, and AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS DEED OF TRUST CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (iiTHE “UCC”) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the CodeAND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, and shall evidence until the BENEFICIARY MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR BENEFICIARY MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH BENEFICIARY’ S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS DEED OF TRUST. (b) The grant of any security interest to Beneficiary under this Deed of Trust shall terminate, a first and prior security interest not be construed to derogate from or impair the lien or provisions of or the rights of Beneficiary under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases with respect to any property described therein which is real property or which the parties have agreed to treat as real property. (c) If required by Beneficiary, at any time during the term of this Deed of Trust, Trustor shall execute and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, additional security agreements, financing statements and/or other instruments covering all Personal Property as defined above or fixtures of Trustor which may at any time be furnished, placed on, or annexed or made appurtenant to any of the Real Property or used, useful or held for use, in the operation of any Improvements. (d) Trustor hereby authorizes Beneficiary to file with the appropriate filing officer or office such “Financing Statements”financing statements and/or other instruments as Beneficiary may deem appropriate in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. Trustor authorizes Beneficiary to file such financing statements and amendments, assignments and continuations thereto, as such term is used Beneficiary deems necessary to perfect Beneficiary’s security interest in the CodePersonal Property and to prevent its security interest from becoming unperfected. (e) It is understood and agreed that, and execute and deliver such further assurances in order to protect Beneficiary from the effect of Tennessee Code Annotated Section 47-9-334, as Beneficiary may, amended from time to time, reasonably consider necessary in the event that Trustor intends to createpurchase any goods which may become fixtures attached to the Property, perfector any part thereof, and preserve such goods shall be subject to a purchase money security interest held by a seller or any other party: (1) Trustor shall, before executing any security agreement or other document evidencing or perfecting such security interest, obtain the prior written approval of Beneficiary, and all requests for such written approval shall be in writing and contain the following information: (i) a description of the fixtures to be replaced, added to, installed or substituted; (ii) the address at which the fixtures will be replaced, added to, installed or substituted; and (iii) the name and address of the proposed holder and proposed amount of the security interest. Trustor’s execution of any such security agreement or other document evidencing or perfecting such security interest without Beneficiary’s prior written approval shall constitute an Event of Default. No consent by Beneficiary pursuant to this clause (e) shall be deemed to constitute an agreement to subordinate any right of Beneficiary in fixtures or other property covered by this Deed of Trust.  (2) If at any time Trustor fails to make any payment on an obligation secured by a purchase money security interest herein grantedin the Personal Property or any fixtures, and Tranche A Lenders Beneficiary, at its option, may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted at any time pay the amount secured by law to so create, perfect and preserve such security interest. Grantor authorizes Any costs and expenses incurred by Beneficiary under this clause (2), including any expenses, costs, charges and attorney’s fees incurred by Beneficiary, shall be reimbursed to file such Financing Statements describing such parts Beneficiary in accordance with Section 5.04. Beneficiary shall be subrogated to the rights of the holder of any such purchase money security interest in the Personal Property. (3) Beneficiary shall have the right to acquire by assignment from the holder of such security interest any and all contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of Trustor’s indebtedness for such Personal Property or fixtures, and, upon acquiring such interest by assignment, shall have the right to enforce the security interest as assignee thereof, in accordance with the terms and provisions of the UCC and in accordance with any other provisions of Applicable Law. (4) Whether or not Beneficiary has paid the indebtedness secured by, or taken an assignment of, such security interest, Trustor shall pay all sums and perform all obligations secured thereby, and if Trustor at any time shall be in default under such security agreement, it shall constitute an Event of Default. (5) The provisions of the foregoing clauses (2) and (3) shall not apply if the goods which may desire. This become fixtures are of at least equivalent value and quality as any property being replaced and if the rights of the party holding such security interest have been expressly subordinated, at no cost to Beneficiary, to the Lien and security interest of this Deed of Trust shall also constitute in a “fixture filing” manner satisfactory to Beneficiary, including without limitation, at the option of Beneficiary, providing to Beneficiary a satisfactory opinion of counsel to the effect that this Deed of Trust constitutes a valid and subsisting first Lien on such fixtures which is not subordinate to the lien of such security interest under any Applicable Law, including without limitation, the provisions of Tennessee Code Annotated Section 47-9-334. (f) Trustor hereby warrants, represents and covenants with, to and for the purposes benefit of Beneficiary as follows: (1) Trustor is the sole owner of the CodePersonal Property, free from any Lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever other than the lien of this Deed of Trust and the Permitted Exceptions. All Trustor shall notify Beneficiary of, shall protect, defend and indemnify Beneficiary against, all claims and demands of all persons at any time claiming any rights or part interest therein. (2) The Personal Property is not used or bought and shall not be used or bought for personal, family, or household purposes, but shall be bought and used solely for the purpose of carrying on Trustor’s business. (3) The Personal Property has been located on the Land and/or Improvements for at least fifteen (15) days and shall be kept on or at the Land or the Improvements and Trustor will not remove the Personal Property therefrom without the prior written consent of Beneficiary, except as may be removed in accordance with the Indenture, and except such portions or items of Personal Property temporarily stored elsewhere to facilitate refurbishing or repair thereof or of the Property Improvements. Trustor’s name as shown in its organizational documents and jurisdiction of organization are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are as set forth in the first paragraph beginning of this Deed of Trust.. Trustor shall not change its name or state of organization without the prior written consent of Beneficiary. Trustor is a limited liability company organized under the laws of the State of Tennessee, and its state organization or control number is 480273. This instrument constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the counties in which the Property is located with respect to any and all fixtures included within the term “Property” as used herein and with respect to any goods or other personal property that may now be or hereafter become such fixtures. The Trustor is the record owner of the Property. Trustor shall be deemed the “Debtor” with the address set forth for Trustor in the introductory paragraph hereof. Beneficiary shall be deemed to be the

Security Agreement. This Deed of Trust (i) shall is hereby deemed to be construed as well a Security Agreement for the purpose of creating hereby a security interest securing the indebtedness. Without derogating any of the provisions of this Deed of Trust on real propertyTrust, and Grantor by this Deed of Trust: (iia) shall also constitute and serve as grants to Beneficiary a “Security Agreement” on personal property within the meaning security interest in all of the CodeGrantor"s right, title and interest in and to all Collateral and fixtures, together with all additions, accessions and substitutions and all similar property hereafter acquired and used or obtained for use on, or in connection with the Premises. The proceeds of said Collateral and fixtures are intended to be secured hereby; however, such intent shall evidence until never constitute an express or implied consent on the grant part of Beneficiary to the sale of any or all Collateral or fixtures; (b) agrees that the security interest hereby granted by this Deed of Trust shall terminate, a first secure the payment of the indebtedness specifically described and prior security interest under the Code as shall also secure payment of any future debt or advancement owing by Grantor to property within the scope thereof and in the state where the Property is situated Beneficiary with respect to the Service EquipmentPremises; (c) agrees not to sell, fixturesconvey, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, mortgage or grant a first and prior security interest and all in, or otherwise dispose of Grantor’s or encumber, any of the Collateral or fixtures or any of Grantor"s right, title or interest therein without first securing Beneficiary"s written consent unless such Collateral or fixture is replaced with Collateral or fixtures of comparable value and efficiency (in such manner as shall extend to Beneficiary a first lien or security interest intherein); and Beneficiary may, toat its sole option, under and with respect require Grantor to apply the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure proceeds from the full and timely payment disposition of Collateral or fixtures in reduction of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee indebtedness secured hereby; (d) agrees that this Deed of Trust encumber all Leases and that all items contained if Grantor"s rights in the definition Collateral are voluntarily or involuntarily transferred, whether by sale, creation of “Leases” which are included within a security interest, attachment, levy, garnishment or other judicial process, without the Code be covered by the security interest granted in this Section 3; and all items contained in the definition written consent of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in transfer constitutes an Event of Default by Grantor under the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph terms of this Deed of Trust; (e) agrees that upon or after the occurrence of any Event of Default hereunder, Beneficiary may, with or without notice to Grantor, exercise its rights to declare all indebtedness secured by the security interest created hereby immediately due and payable, in which case Beneficiary shall have all rights and remedies granted by law and more particularly the Uniform Commercial Code as enacted in the State of Maryland, including, but not limited to, the right to take possession of the Collateral, and for this purpose may enter upon any premises on which any or all of the Collateral is situated without being deemed guilty of trespass and without liability for damages thereby occasioned, and take possession of and operate said Collateral or remove it therefrom. Beneficiary shall have the further right to take any action it deems necessary, appropriate or desirable, at its option and in its discretion, to repair, refurbish or otherwise prepare the Collateral for sale, lease or other use or disposition, and to sell at public or private sales or otherwise dispose of, lease or utilize the Collateral and any part thereof in any manner authorized or permitted by law and to apply the proceeds thereof toward payment of any costs and expenses, to the extent permitted by law, thereby incurred by Beneficiary and toward payment of Grantor"s obligations including the Note and all other indebtedness described in this Deed of Trust, in such order and manner as Beneficiary may elect. To the extent permitted by law, Grantor expressly waives any notice of sale or other disposition of the Collateral and any other rights or remedies of a debtor or formalities prescribed by law relative to a sale or disposition of the Collateral or to exercise any other right or remedy existing after default hereunder; and to the extent any notice is required and cannot be waived Grantor agrees that if such notice is deposited for mailing, postage prepaid, certified mail, to Grantor at the address designated in Section 5.4 hereof at least fifteen (15) days before the time of sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirements for giving of said notice; (f) agrees, to the extent permitted by law and without limiting any rights and privileges herein granted to Beneficiary, that Beneficiary may dispose of any or all of the Collateral at the same time and place upon giving the same notice provided for in this Deed of Trust, and in the same manner as provided under the terms and conditions of this Deed of Trust; and (g) authorizes Beneficiary to file, in the jurisdiction where this Deed of Trust will be given effect, financing statements including renewal or confirmation thereof, covering the Collateral; and at the request of Beneficiary, Grantor will join Beneficiary in executing one or more such financing statements including amendment, renewal or confirmation thereof, pursuant to the Uniform Commercial Code as enacted in the State of Maryland in a form satisfactory to Beneficiary, and will pay the cost of filing the same in all public offices at any time and from time to time wherever Beneficiary deems filing or recording of any financing statements including renewal or confirmation thereof or of this instrument to be desirable or necessary.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Code, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. 2.16.1 This Deed of Trust shall also be a security agreement between Grantor and Beneficiary covering that portion of the Trust Estate constituting personal property or fixtures (collectively, the "UCC Collateral") governed by the UCC as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust, and as further security for the payment and performance of the Secured Obligations, Grantor hereby grants to Beneficiary a security interest in such portion of the Trust Estate to the full extent that the Trust Estate may be subject to the UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the UCC. Grantor shall execute and deliver to Beneficiary all financing statements and such further assurances to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests, and Grantor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Note Documents and the Loan Documents, if Beneficiary should dispose of any of the Trust Estate comprising the UCC Collateral pursuant to the UCC, ten days' prior written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the foreclosure procedures of this Deed of Trust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated, from time to time execute and deliver at Grantor's expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Grantor and Beneficiary which are reasonably necessary to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Beneficiary's security interests in the UCC Collateral or release such liens as the case may be. Except as otherwise provided in the Note Documents and the Loan Documents, upon the occurrence and during the continuation of an Event of Default, (a) Beneficiary, in addition to any other rights and remedies which it may have, may exercise immediately and without demand to the extent permitted by law, any and all rights and remedies granted to a secured party under the UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem reasonably necessary for the care, protection and preservation of such collateral and (b) upon request or demand of Beneficiary, Grantor shall at its expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand, any and all reasonable expenses, including reasonable attorneys' fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to such UCC Collateral. 2.16.2 Grantor and the Beneficiary agree, to the extent permitted by law, that: (i) this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a “financing statement filed as a "fixture filing” for " within the purposes meaning of Sections 9A-334 and 9A-502 of the Code. All UCC; (ii) all or a part of the Property Trust Estate are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, and (iii) the addresses of debtor (Grantor) Grantor and the secured party (Beneficiary) Beneficiary are as set forth in on the first paragraph page of this Deed of Trust. Further, Grantor authorizes Beneficiary to file financing statements in Halifax County, Virginia and such other jurisdictions as Beneficiary may require in order to perfect and provide notice of the liens and security interest created hereunder.

Security Agreement. This Deed of Trust (i) shall be construed as a Deed of Trust on real propertyMortgagor expressly agrees, and (ii) shall also constitute and serve as a “Security Agreement” on personal property within the meaning of the Codeintending that Mortgagee rely thereon, and shall evidence until the grant of this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust Mortgage shall also constitute a “fixture filingsecurity agreement,” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of as such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth term is defined in the first paragraph Code with respect to the Chattels, Intangibles and other Mortgaged Property. Xxxxxxxxx further expressly agrees, intending that Mortgagee rely thereon, that this Mortgage, to the extent permitted by law, shall also constitute a “financing statement,” as such term is defined in the Code with respect to the Fixtures. By its execution of this Deed of TrustMortgage, Mortgagor hereby authorizes Mortgagee to file and/or record this Mortgage as a security instrument and fixture filing with respect to the Mortgaged Property or any part thereof, and authorizes Mortgagee to file one or more financing statements, amendments, fixture filings, renewals or continuation statements with respect to the Mortgaged Property or any part thereof, and authorizes Mortgagee to file any other document or instrument as may from time to time be permitted under the Code or which Mortgagee may otherwise deem desirable in connection with the Mortgaged Property or any part thereof. If requested by Mortgagee, Xxxxxxxxx agrees to sign all such financing statements, amendments, renewal or continuation statements and other instruments and documents or, at Mortgagee’s option, Mortgagee is hereby authorized by Mortgagor to sign all such financing statements, amendments, renewals continuation statements, documents and instruments in Xxxxxxxxx’s name as Xxxxxxxxx’s attorney-in-fact.

Security Agreement. This Deed of Trust (i) Instrument shall be construed as constitute a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property Agreement within the meaning of the CodeUCC (as defined in the Loan Agreement) with respect to so much of the equipment and/or furnishings attached to or used in connection with the premises as are considered or as shall be determined to be personal property or "fixtures" (as defined in the UCC), together with all replacements thereof, substitutions therefor or additions thereto (all included within the term "Fixtures", as set forth hereinabove), and shall evidence until the grant of this Deed of Trust shall terminate, that a first and prior security interest under shall attach thereto for the Code benefit of the Lender to secure the indebtedness evidenced by the Note or other obligations secured by this Instrument and all other sums and charges which may become due hereunder or thereunder. The Borrower hereby appoints the Lender as its lawful agent and attorney-in-fact to property within the scope thereof prepare, execute and in the state where the Property is situated file financing and continuation statements with respect to the Service EquipmentFixtures without the signature of the Borrower. If there shall exist a default under this Instrument, fixturesthe Lender, Contractspursuant to the appropriate provisions of the UCC, Rents shall have the option of proceeding as to both real and Leasespersonal property in accordance with its rights and remedies in respect to the real property, in which event the default provisions of the UCC shall not apply. To this endThe parties agree that, Grantor GRANTS to, has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and in the event the Lender shall elect to proceed with respect to the Service EquipmentFixtures separately from the real property, fixturesunless a greater period shall then be mandated by the UCC, Contracts, Rents, Leases and Proceeds to secure the full and timely payment ten (10) days notice of the Tranche A Notessale of the Fixtures shall be reasonable notice. The expenses of retaking, holding, preparing for sale, selling and the full like incurred by the Lender shall be assessed against the Borrower and timely performance and discharge shall include, but not be limited to, any legal expenses reasonably incurred by the Lender. The Borrower agrees that it will not remove or permit to be removed from the Premises any of the LiabilitiesFixtures without the prior written consent of the Lender except as hereinabove provided. It is All replacements, renewals and additions to the intent Fixtures shall be and become immediately subject to the security interest of Grantorthis Instrument and the provisions of this Security Agreement. The Borrower warrants and represents that, Beneficiary and Trustee that this Deed except for the Liens in Section 8.1 of Trust encumber the Loan Agreement, all Leases Fixtures now are, and that all items contained in replacements thereof, substitutions therefor or additions thereto, unless the definition Lender otherwise consents, will be, free and clear of “Leases” which are included within liens, encumbrances or security interests of others created after the Code be covered by the security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Grantor hereby agrees with Beneficiary to deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust shall also constitute a “fixture filing” for the purposes of the Code. All or part of the Property are or are to become fixtures; information concerning the security interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trustdate hereof.