Common use of TO HAVE AND TO HOLD Clause in Contracts

TO HAVE AND TO HOLD. all and singular the aforesaid property unto the Mortgagee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust for from and after the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, hereof subject to the terms terms, covenants, conditions and provisions set forth contained in this Trust Indenturethe said leases. It This assignment is expressly agreed made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that anything herein contained certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the said leases and/or tenancies pursuant to which the same were initially deposited. Assignor represents and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits held by Assignor with respect to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or timesAssigned Leases. The Owner Assignee does hereby constitute the Mortgagee the true for itself and lawful attorney of the Ownerits legal representatives, irrevocablysuccessors and assigns agree to indemnify and save harmless Assignor and its legal representatives, granted for good successors and valuable consideration assigns, from and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive against any and all monies claims, costs, charges, expenses, losses and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreementsfees, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoingincluding, but subject to not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the rights date hereof asserted by any of the Owner hereunder, during the continuance said tenants or any person or persons claiming under any of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts them with respect to any such purchaseDeposits. Assignor does hereby for itself and its legal representatives, successors and in assigns agree to indemnify and save harmless Assignee and its discretion to file legal representatives, successors and assigns, from and against any claim or take any other action or proceedingsand all claims, in its own namecosts, charges, expenses, losses and fees, including, but not in the name limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of the OwnerAssignor’s acts or omissions, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or arising prior to the Closing Datedate hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.

TO HAVE AND TO HOLD. all and singular the aforesaid property Indenture Estate unto the MortgageeIndenture Trustee, and its successors and assignsassigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, and for the uses and purposes and subject to the terms and conditions set forth in trust the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions of the Indenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. IT IS HEREBY COVENANTED AND AGREED that all the Series A Notes are to be issued and delivered, and that all property, rights and privileges subject or to become subject to the Indenture, are to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and the Lessor, intending to be legally bound hereby, hereby covenants and agrees with the Indenture Trustee for itself and for the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all Noteholders of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and Outstanding Notes from time to time, upon and the written request of Indenture Trustee agrees to accept the Mortgageetrust and duties herein set forth, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust for from and after the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, hereof subject to the terms terms, covenants, conditions and provisions set forth contained in this Trust Indenturethe Leases. It This assignment is expressly agreed made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that anything certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein contained assigned by the Assignor to the contrary notwithstanding, Assignee from and after the Owner shall remain liable under the Indenture Agreements date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations assumed by it thereunder, except under the Leases which arose prior to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason date of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or timesthis Agreement. The Owner Assignee does hereby constitute the Mortgagee the true for itself and lawful attorney of the Ownerits legal representatives, irrevocablysuccessors and assigns agree to indemnify and save harmless Assignor and its legal representatives, granted for good successors and valuable consideration assigns, from and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive against any and all monies claims, costs, charges, expenses, losses and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreementsfees, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoingincluding, but subject to not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the rights date hereof, asserted by any of the Owner hereunder, during the continuance said tenants or any person or persons claiming under any of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts them with respect to any such purchaseLeases. Assignor does hereby for itself and its legal representatives, successors and in assigns agree to indemnify and save harmless Assignee and its discretion to file legal representatives, successors and assigns, from and against any claim or take any other action or proceedingsand all claims, in its own namecosts, charges, expenses, losses and fees, including, but not in the name limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of the OwnerAssignor’s acts or omissions, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or arising prior to the Closing Datedate hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. IT IS HEREBY COVENANTED AND AGREED This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by and between the parties hereto as follows:this reference.

TO HAVE AND TO HOLD. all the Assets unto Grantee, its successors and singular the aforesaid property unto the Mortgagee, assigns forever; and Grantor does hereby for itself and its successors and assigns, in trust for covenant and agree to and with Grantee, its successors and assigns, to warrant and forever defend the equal conveyance and proportionate benefit and security assignment of the Note HoldersAssets hereby made to Grantee, its successors and assigns, against any and every Person whomsoever lawfully claiming or to claim the Related Secured Parties and same. Grantee hereby accepts the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoeverAssets conveyed hereby, and for the uses covenants and purposes agrees with Grantor to assume and in all cases agree to pay, discharge and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform when due all of Grantor's obligations arising or accruing from and after the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so Closing Date pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated Contracts in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection accordance with the exercise performance of remedies their ordinary terms. Except as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in Section 3 of the Agreement (i) GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE ASSETS CONVEYED BY GRANTOR HEREUNDER, (ii) ALL WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) IN REGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR DESIGN ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE ARE EXPRESSLY EXCLUDED, AND (iii) GRANTOR ACKNOWLEDGES AND AGREES THAT THE ASSETS ARE BEING TRANSFERRED TO GRANTOR IN THEIR "AS IS, WHERE IS" CONDITION WITH ALL OF THEIR FAULTS. GRANTOR HEREBY ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY OTHER STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF GRANTOR. This Bill xx Sale may be executed in any number of counterparts, which together shall constitute one instrument; provided that this Trust Indenture Bill xx Sale shall not be effective unless and until executed by all parties hereto. As used herein, all defined terms shall have the meaning attributed to them in the other Operative Agreements. The Owner agrees that at any time and from time to timeAgreement, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:unless otherwise specifically defined herein.

TO HAVE AND TO HOLD. all the Premises hereby mortgaged and singular the aforesaid property conveyed or so intended, unto the MortgageeLender, and its successors and assigns, in trust for the equal forever, free from all rights and proportionate benefit benefits under and security by virtue of the Note HoldersHomestead Exemption Laws or similar laws of the State or other jurisdiction in which the Premises are located (which rights and benefits are hereby expressly released and waived), the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and warrants to Lender and with the purchaser at any foreclosure sale that at the execution and delivery hereof, Mortgagor owns the Premises and has good, indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and any claim of any other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender's Title Insurance Policy NCS-195868 dated May 11, 2005, as updated by a date down endorsement dated as of November 20, 2006, naming Lender as the proposed insured thereunder, including all endorsements thereto, approved by Lender (the “Title Commitment”) and in Schedule B of the Loan Policy of title insurance issued to Lender pursuant to the Title Commitment insuring the lien of this Mortgage (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when Mortgagor has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to of the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstandingother Loan Documents, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunderestate, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title title, and interest of the Mortgagee Lender in and to such other sums the Premises shall cease and shall be released at the security intended to be afforded hereby; providedcost of Mortgagor, however, that no action of the Mortgagee pursuant to this paragraph but otherwise shall increase the obligations or liabilities of the Owner to any Person beyond those obligations remain in full force and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:effect.

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust for from and after the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, hereof subject to the terms terms, covenants, conditions and provisions set forth contained in this Trust Indenturethe Lease. It This assignment is expressly agreed made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that anything certain Purchase and Sale Agreement dated as of February ____, 2012 between 1100-1114 Kings Highway LLC, 2067-2073 Coney Island Avenue LLC and 0000-0000 Xxxxx Xxxxxx Xxxxxx LLC, as Seller, and American Realty Capital III, LLC, as Purchaser (the "Purchase Agreement"). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Lease herein contained assigned by the Assignor to the contrary notwithstanding, Assignee from and after the Owner shall remain liable under the Indenture Agreements date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Lease from and after the date hereof, all with the full force and effect as if Assignee had signed the Lease originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts Lease which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or arose prior to the Closing Datedate of this Agreement. IT IS HEREBY COVENANTED AND AGREED This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Lease shall be treated in accordance with the requirements of Article 11 of the Purchase Agreement, which is incorporated herein by this reference. Any facsimile transmittal of original signature versions of this Agreement shall be considered to have the same legal effect as execution and between delivery of the original document and shall be treated in all manner and respects as the original document. The parties hereto as follows:also agree to promptly exchange counterparts with original signatures.

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust for from and after the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, hereof subject to the terms terms, covenants, conditions and provisions set forth contained in this Trust Indenturethe Lease. It This assignment is expressly agreed made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that anything certain Purchase and Sale Agreement dated as of May ____, 2011 between 163-30 Cross Bay Boulevard LLC, as Seller, and American Realty Capital III, LLC, as Purchaser (the "Purchase Agreement"). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Lease herein contained assigned by the Assignor to the contrary notwithstanding, Assignee from and after the Owner shall remain liable under the Indenture Agreements date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Lease from and after the date hereof, all with the full force and effect as if Assignee had signed the Lease originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts Lease which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or arose prior to the Closing Datedate of this Agreement. IT IS HEREBY COVENANTED AND AGREED This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Lease shall be treated in accordance with the requirements of Article 11 of the Purchase Agreement, which is incorporated herein by this reference. Any facsimile transmittal of original signature versions of this Agreement shall be considered to have the same legal effect as execution and between delivery of the original document and shall be treated in all manner and respects as the original document. The parties hereto as follows:also agree to promptly exchange counterparts with original signatures.

TO HAVE AND TO HOLD. the Assigned Properties unto Assignee, and Axxxxxxx's successors, and assigns forever, and Assignor does hereby bind Assignor, and Axxxxxxx's successors and assigns, to warrant and forever defend all and singular the aforesaid property Assigned Properties unto the MortgageeAssignee, and its Assignee's successors and assigns, in trust for against every person whomsoever lawfully claiming or to claim the equal and proportionate benefit and security of the Note Holderssame, the Related Secured Parties and the Indenture Indemniteesor any part thereof, except as provided in Section 2.12 and Article III hereofby, without any preferencethrough or under Assignor, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenturebut not otherwise. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform Assignee hereby assumes all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability of Assignor arising under the Indenture Agreements Assigned Leases Contracts, Licenses and Permits and Warranties and Guaranties from and after the Closing Date (but not those required to be performed prior thereto). Assignee hereby agrees to indemnify and hold harmless Assignor from and against any and all loss, liability, cost, claim, damage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by reason of or arising out the failure of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner Assignee to perform or fulfill any its obligations of arising under the Owner Assigned Properties from and after the Closing Date and/or Assignee's failure to perform its obligations under or pursuant this Assignment. Assignor hereby agrees to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true indemnify and lawful attorney of the Owner, irrevocably, granted for good hold harmless Assignee from and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive against any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and loss, liability, cost, claim, damage or expense incurred to become due enforce any rights and/or secure any remedies under or arising out this Assignment resulting by reason of the Indenture Agreements, and all other property which now failure of Assignor to perform its obligations arising under the Assigned Properties prior to Closing Date and/or Assignor's failure to perform its obligations under this Assignment. Assignor will cooperate with Assignee to secure performance by any warrantor or hereafter constitutes part guarantor for any work Assignee believes should be performed pursuant to any of the CollateralWarranties and Guaranties. The foregoing indemnification shall survive for a period of two (2) years and one (1) day after the date hereof and shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN THE AGREEMENT, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunderASSIGNEE TAKES THE ASSIGNED PROPERTIES "AS IS", "WHERE IS" AND WITH "ALL FAULTS". Without limiting the generality EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE AGREEMENT, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY AND/ OR THE ASSIGNED PROPERTIES. All of the foregoingcovenants, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as terms and conditions set forth herein of any purchaser to purchase the Airframe shall be binding upon and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating shall inure to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name benefit of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:and their respective successors and assigns. This Assignment may only be modified, altered, amended, or terminated by the written agreement of Assignor and Assignee. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the state in which the Property is located without regard to principles of conflicts of law.

TO HAVE AND TO HOLD. all the same unto Assignee forever. Assignor hereby constitutes and singular the aforesaid property unto the Mortgagee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee appoints Assignee the true and lawful attorney of Assignor, with the Ownerfull power of substitution, irrevocablyin the name of Assignee or in the name of Assignor, but by and on behalf of and for the sole benefit of Assignee, to demand and receive from time to time any and all of the above described Acquired Assets, and from time to time to institute and prosecute, in the name of Assignor or otherwise on behalf of Assignor, any and all proceedings at law, in equity or otherwise which Assignee may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the above described Acquired Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Assignee may deem advisable. Without limitation of any of the foregoing, Assignor hereby authorizes any authorized representative of Assignee to endorse or assign any instrument, contract or chattel paper relating to the above described Acquired Assets. Assignor agrees that the foregoing appointment made and the powers hereby granted for good and valuable consideration and are coupled with an interest and with full power of substitution, and with full power (in the name shall be irrevocable by Assignee. All of the Owner or otherwise) to ask for, require, demand terms and receive any provisions of this General Assignment will be binding upon Assignor and all monies its successors and claims for monies (in each case including insurance assigns and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject will enure to the rights benefit of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded herebyAssignee; provided, howeverthat nothing in this General Assignment, that no action of the Mortgagee pursuant express or implied, is intended or shall be construed to this paragraph shall increase the obligations confer upon or liabilities of the Owner give to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the person, firm, partnership, corporation or other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone entity other than the Mortgagee except for Liens on the Collateral that are released on Assignee any rights or prior to the Closing Dateremedies under or by reason of this General Assignment. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:* * * * *

TO HAVE AND TO HOLD. all of each Grantor’s right, title and singular interest in and to all of the aforesaid property oil, gas and other minerals in and under and that may be produced from the Premises, together with all of the rights, privileges and appurtenances thereto in any way belonging, with the right of ingress and egress and possession at all times for the purpose of mining, drilling, exploring, operating and developing the Premises for oil, gas and other minerals and the maintenance of facilities and means necessary or convenient for producing, storing, treating, transporting and marketing such oil, gas and other minerals, unto Grantee, its successors and assigns forever. Each Grantor hereby agrees to warrant and defend title to the MortgageePremises unto Grantee, and its successors and assigns, in trust for against every Person whomsoever lawfully claiming or to claim the equal and proportionate benefit and security of same or any part thereof by, through or under such Grantor, but not otherwise; subject, however, to the Note HoldersPermitted Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OF THE PURCHASE AGREEMENT OR SECTION 10.2 OF THE PURCHASE AGREEMENT, the Related Secured Parties and the Indenture IndemniteesIN THIS MINERAL DEED, except as provided in Section 2.12 and Article III hereofIN THE ASSIGNMENT OR IN THE CERTIFICATES OF EACH GRANTOR DELIVERED AT CLOSING PURSUANT TO SECTION 9.3(f) OF THE PURCHASE AGREEMENT, without any preferenceTHIS DEED IS MADE WITHOUT EXPRESS OR IMPLIED WARRANTY OF TITLE OF ANY KIND. This Oil, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoeverGas, and for the uses Mineral Deed (this “Deed”) is made in accordance with and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, is subject to the terms, covenants and conditions contained in that certain Purchase and Sale Agreement, dated as of September 30, 2013, by and between Grantors and Grantee (the “Purchase Agreement”). Any capitalized terms used but not defined in the Deed shall have the meaning ascribed to such terms in the Purchase Agreement. This Deed is made subject to any and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained all easements, restrictions, covenants, conditions, reservations and mineral or royalty conveyances of record, if any, applicable to the contrary notwithstandingPremises or any part thereof. This Deed is made subject to any valid and subsisting oil, gas or other mineral lease or leases on the Premises; but, for the same consideration hereinabove mentioned, Grantors have sold, transferred, assigned and conveyed, and by these presents do sell, transfer, assign and convey unto Grantee and its successors and assigns all of each Grantor’s interest in all the rights, rentals, royalties and other benefits accruing or to accrue under said leases, if any. This Deed shall in all respects be governed by, and construed in accordance with, the Owner shall remain liable under the Indenture Agreements to perform all substantive federal laws of the obligations assumed by it thereunderUnited States and the laws of the State of West Virginia without regard to its conflict of laws principles. Grantors and Grantee agree that any claims arising out of or relating to this Deed, except to including the extent prohibited meaning of its provisions, its breach or excluded from doing so invalidity of its terms, shall be settled pursuant to the terms and provisions thereofof Section 15.10 of the Purchase Agreement. This Oil, Gas, and the MortgageeMineral Deed is made as of , 2013, and is effective as of 7:00 a.m. Eastern Time on September 1, 2013. By: Name: Title: STATE OF COUNTY OF On this, the Note Holdersday of , 2013, before me a Notary Public, the Related Secured Parties undersigned officer, , personally appeared and acknowledged himself to be the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunderAmerican Shale Development, nor shall the MortgageeInc., the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitutiona Delaware corporation, and with full power (in that he as such officer and being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the Owner or otherwise) corporation by himself as . Notary Public SEAL My commission expires: By: Republic Energy Operating, LLC Its Manager By: Name: Title: STATE OF COUNTY OF On this, the day of , 2013, before me a Notary Public, the undersigned officer, , personally appeared and acknowledged himself to ask forbe the of Republic Energy Operating, requireLLC, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out the Manager of the Indenture AgreementsRepublic Energy Ventures, LLC, a Delaware limited liability company, and all other property which now or hereafter constitutes part of that he as such officer and being authorized to do so, executed the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which foregoing instrument for the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased purposes therein contained by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in signing the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest company by himself as . Notary Public SEAL My commission expires: By: Name: Title: EXHIBIT C 9/27/2013 This Joint Use Agreement (this “Agreement”) is entered into effective as of the Mortgagee [•] day of December, 2013 (the “Closing Date”), by and among (i) Prima Oil Company, Inc., a Delaware corporation (“Prima”), Republic Energy Ventures, LLC, a Delaware limited liability company (“Republic”), and Sancho Oil & Gas Corporation, a West Virginia corporation (“Sancho” and, collectively with Prima and Republic, the “Seller Parties” and, each, a “Seller Party”), and (ii) Antero Resources Corporation, a Delaware corporation (“Buyer”). Seller Parties and Buyer are each referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms used but not defined in and this Agreement shall have the meaning given to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and terms in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents Purchase Agreement (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:defined below).

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust for from and after the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, hereof subject to the terms terms, covenants, conditions and provisions set forth contained in this Trust Indenturethe said leases. It This assignment is expressly agreed made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that anything herein contained certain Purchase and Sale Agreement dated as of dated as of April __, 2011 between AA Olympic, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the said leases and/or tenancies pursuant to which the same were initially deposited. Assignor represents and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits required to be held by Assignor with respect to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or timesAssigned Leases. The Owner Assignee does hereby constitute the Mortgagee the true for itself and lawful attorney of the Ownerits legal representatives, irrevocablysuccessors and assigns agree to indemnify and save harmless Assignor and its legal representatives, granted for good successors and valuable consideration assigns, from and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive against any and all monies claims, costs, charges, expenses, losses and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreementsfees, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoingincluding, but subject to not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the rights date hereof asserted by any of the Owner hereunder, during the continuance said tenants or any person or persons claiming under any of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts them with respect to any such purchaseDeposits. Assignor does hereby for itself and its legal representatives, successors and in assigns agree to indemnify and save harmless Assignee and its discretion to file legal representatives, successors and assigns, from and against any claim or take any other action or proceedingsand all claims, in its own namecosts, charges, expenses, losses and fees, including, but not in the name limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of the OwnerAssignor’s acts or omissions, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or arising prior to the Closing Datedate hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.

TO HAVE AND TO HOLD. all the Premises hereby mortgaged and singular the aforesaid property conveyed or so intended, unto the MortgageeLender, and its successors and assigns, in trust for the equal forever, free from all rights and proportionate benefit benefits under and security by virtue of the Note HoldersHomestead Exemption Laws or similar laws of the State or other jurisdiction in which the Premises are located (which rights and benefits are hereby expressly released and waived), the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and warrants to Lender and with the purchaser at any foreclosure sale that at the execution and delivery hereof, Mortgagor owns the Premises and has good, indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and any claim of any other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender’s Title Insurance Policy NCS-195868 dated May 11, 2005, as updated by a date down endorsement dated as of November 20, 2006 and by a date down endorsement dated as of the date hereof, naming Lender as the proposed insured thereunder, including all endorsements thereto, approved by Lender (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when (a) Mortgagor has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all cases of the other Loan Documents, and as to all property specified in paragraphs (1b) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform CTAIII has paid all of the obligations assumed by it thereunderIndebtedness, except to and has strictly performed and observed all of the extent prohibited or excluded from doing so pursuant to agreements, terms, conditions, provisions, and warranties contained in the terms and provisions thereofOther Loan Documents, and the Mortgageeestate, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title title, and interest of the Mortgagee Lender in and to such other sums the Premises shall cease and shall be released at the security intended to be afforded hereby; providedcost of Mortgagor, however, that no action of the Mortgagee pursuant to this paragraph but otherwise shall increase the obligations or liabilities of the Owner to any Person beyond those obligations remain in full force and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:effect.

TO HAVE AND TO HOLD. all and singular the aforesaid property Mortgaged Property unto the Mortgagee, its successors and assigns forever, to its and their own proper use. AND ALSO, Mortgagor, for itself and its successors and assigns, in trust for covenants with and warrants to Mortgagee, its successors and assigns, that, at and until the equal and proportionate benefit and security ensealing of these presents, Mortgagor is well seized of the Note HoldersLand, the Related Secured Parties Buildings and all other parts of the Indenture IndemniteesMortgaged Property constituting real property as a good indefeasible estate in fee simple, that Mortgagor has good and absolute title to the Equipment and all other parts of the Mortgaged Property constituting personal property (except Equipment owned by any person, other than Mortgagor, leasing space in any of the Buildings and Equipment leased by any such tenant from any person other than Mortgagor, that Mortgagor has good right, full power and lawful authority, without the joinder or consent of any person, to give, grant, bargain, sell, assign and confirm the Mortgaged Property in manner and form as written above, and that the Mortgaged Property is free and clear of all claims, demands, liens, security interests, charges, encumbrances and exceptions to title whatsoever (except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything Schedule B attached hereto, incorporated herein contained and made a part hereof); AND FURTHERMORE, Mortgagor does by these presents bind itself and its successors and assigns forever to WARRANT AND DEFEND the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements Mortgaged Property to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holdersits successors and assigns, the Related Secured Parties against all claims, demands, liens, security interests, charges, encumbrances and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner exceptions to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, title (except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:Schedule B).

TO HAVE AND TO HOLD. all the above leases and singular the aforesaid property rights and interests pertaining thereto unto the MortgageeAssignee, and its successors and assigns, in trust for and Assignor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND the equal said leases, rights and proportionate benefit interests unto Assignee, its successors and security assigns, against every person whomsoever lawfully claiming or attempting to claim the same, or any part thereof. Assignee covenants and agrees to discharge any and all obligations of the Note Holderslessor under the leases herein assigned arising on or after the effective date hereof and hereby agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, the Related Secured Parties and the Indenture Indemniteesliability, except as provided in Section 2.12 and Article III hereofloss, damage or expense, including, without any preferencelimitation, distinction reasonable attorneys’ fees, originating or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject relating to the terms period on or after the date hereof and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in Assignee’s obligations under such leases. Assignor covenants and agrees to discharge any manner to perform or fulfill any and all obligations of the Owner lessor under or pursuant the leases herein assigned arising prior to the Indenture Agreements, or, except as herein expressly provided, effective date hereof and hereby agrees to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true indemnify Assignee against and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive hold Assignee harmless from any and all monies cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period prior to the date hereof and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture AgreementsAssignor’s obligations under such leases. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation, including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. EXECUTED the _____ day of __________, 2012. ASSIGNOR: By: Name: Title: XXXXXXX-XXXXXXXXXX PROPERTIES, LTD., a Texas limited partnership By: A-D Management, Inc., a Texas corporation, its General Partner By: Xxxxxxxx Xxxxxxx, Xx., President THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on _________________, 2012, by _______________________. Notary Public, State of Texas My Commission Expires: (Printed or Typed Name of Notary) THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on _________________, 2012, by _______________________. Notary Public, State of Texas My Commission Expires: (Printed or Typed Name of Notary) THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF DALLAS § Concurrently with the execution and delivery hereof, _____________________________ a _____________________________ ("Assignor"), is conveying to XXXXXXX-XXXXXXXXXX PROPERTIES, LTD., a Texas limited partnership ("Assignee"), by Special Warranty Deed that certain tract of land, together with the improvements located thereon (the "Property"), lying and being situated in Dallas County, Texas, being more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes. It is the desire of Assignor to hereby assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, assignable warranties and guaranties, and all other property which now items of personal property, affixed or hereafter constitutes part of the Collateralattached to, to endorse or placed or situated upon, or used or acquired in any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer way whatsoever in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf use, enjoyment, occupancy or operation of the Owner an appropriate xxxx Property (all of sale such properties and other instruments assets being collectively called the "Assigned Properties"). Notwithstanding the foregoing, “Assigned Properties” shall not include any property of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:tenants.

TO HAVE AND TO HOLD. all and singular the aforesaid property unto the MortgageeIndenture Trustee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Note Holders, holders of the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereofEquipment Notes from time to time, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoeverother, and for the uses and purposes purposes, and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions provisions, set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under each of the Indenture Agreements to perform all of the obligations obligations, if any, assumed by it thereunder, except to the extent prohibited or excluded from doing so all in accordance with and pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties Indenture Trustee and the Indenture Indemnitees holders of the Equipment Notes shall have no obligation or liability under any of the Indenture Agreements by reason of or arising out of the assignment hereunderthis assignment, nor shall the Mortgagee, the Note Holders, the Related Secured Parties Indenture Trustee or the Indenture Indemnitees holders of the Equipment Notes be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to any of the Indenture Agreements, Agreements or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee Indenture Trustee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand demand, receive, compound and receive give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due to the Owner under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the CollateralIndenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee Indenture Trustee may deem to be necessary or advisable in the premises; provided that the Mortgagee Indenture Trustee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the MortgageeIndenture Trustee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee Indenture Trustee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or necessary in order to obtain for the Mortgagee the full benefits of the this assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that that, except as permitted in the Operative Agreements, it has not assigned or pledged pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest in the Collateral hereby assigned, to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing DateIndenture Trustee. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

TO HAVE AND TO HOLD. all and singular the aforesaid property Assigned Properties unto the MortgageeAssignee, its successors, and assigns, forever, and Assignor does hereby bind itself, its successors and assigns, in trust for the equal to WARRANT and proportionate benefit FOREVER DEFEND, all and security of the Note Holderssingular, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject title to the terms Assigned Properties unto Assignee, its successors and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained assigns, against every person whomsoever lawfully claiming or to claim the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any paymentsame, or to make any inquiry part thereof. Assignor hereby constitutes and appoints Assignee as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the Assignor’s true and lawful attorney of the Ownerattorney, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, for it and with full power (in its name, place, and stead, or otherwise, but on behalf of and for the benefit of Assignee, to demand and receive from time to time any and all of the Assigned Properties hereby sold, assigned, and conveyed, or intended so to be, and to get receipts and releases for and in respect of the same or any part thereof, and from time to time to institute and prosecute in the name of the Owner Assignor or otherwise) to ask for, requirebut at the expense and for the benefit of Assignee, demand and receive any and all monies and claims for monies (proceedings at law, in each case including insurance and requisition proceeds) due equity, or otherwise, that Assignee may deem proper in order to collect, assert, or enforce any claim, right, or title, of any kind, in and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaserAssigned Properties, and to perform defend and compromise any and all other necessary actions, suits, or appropriate acts with proceedings in respect of any of the Assigned Properties, and generally to do all and any such purchase, acts and things in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may relation thereto as Assignee shall deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded herebyadvisable; provided, however, that no action Assignee shall indemnify and by its acceptance hereof agrees to hold Assignor harmless from any loss, cost, expense (including reasonable attorney’s fees), claim, demand, or liability arising out of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities exercise by Assignee of the Owner powers hereby granted to any Person beyond those obligations Assignee by Assignor. Assignor fully covenants and liabilities specifically set forth in this Trust Indenture warrants to Assignee, its successors and in the other Operative Agreements. The Owner agrees assigns, that at any time and from time to time, upon the written request Assignor is well seized of the MortgageeAssigned Properties, has good and marketable title thereto and has the Owner will promptly right to convey the same; that the same is free and duly execute clear of all liens, charges and deliver or cause to encumbrances, other than any which may be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder imposed thereon by Assignee; and of the rights and powers herein granted. The Owner does hereby that it will warrant and represent defend the title thereto unto Assignee, its successors and assigns, against the lawful claims of all persons whomsoever who may claim any interest therein by, through or under Assignor, except those claiming by, through or under Assignee. Capitalized terms, unless otherwise defined herein, shall have the same meaning as defined in that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by certain Purchase and Sale Agreement between the parties hereto as follows:Parties dated October 20, 2010. EXECUTED this 19th day of November, 2010.

TO HAVE AND TO HOLD. all the Easement to the City and singular the aforesaid property unto the Mortgagee, and its City’s successors and assigns, in trust assigns for the equal Easement Duration and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded herebyEasement Purpose; provided, however, that no action Grantor reserves the right to enter upon and use any portion of the Mortgagee pursuant to this paragraph Easement Tract, but in no event shall increase the obligations Grantor enter upon or liabilities use any portion of the Owner Easement Tract for any Non-Permitted Activity or in any other manner that interferes in any material way or is inconsistent with the rights granted the City under this Easement for the Easement Purpose as determined by City in its reasonable discretion. City shall be obligated to restore or replace to a good and functioning condition as determined by the City in its reasonable discretion only the Repairable Improvements which have been removed, relocated, altered, damaged, or destroyed as a result of City’s use of the Easement Tract. Grantor binds Grantor and Xxxxxxx’s heirs, successors, and assigns to WARRANT AND FOREVER DEFEND the title to the Easement, subject to the Permitted Encumbrances, to the City against every person whomsoever lawfully claiming or to claim the Easement Tract or any Person beyond those obligations part of the Easement Tract when the claim is by, through, or under Grantor, but not otherwise. Except where the context otherwise requires, Grantor includes Xxxxxxx's heirs, successors, and liabilities specifically set forth in assigns and City includes City's employees, agents, consultants, contractors, successors, and assigns; and where the context requires, singular nouns and pronouns include the plural. By: Before me, the undersigned notary, on this Trust Indenture day personally appeared Xxx Xxxxxxxxx, known to me through valid identification to be the person whose name is subscribed to the preceding instrument and acknowledged to me that the person executed the instrument in the other Operative Agreementsperson’s official capacity for the purposes and consideration expressed in the instrument. The Owner agrees that at any time and from time to time, upon the written request By: State of the MortgageeTexas § County of Xxxxxx § Before me, the Owner will promptly and duly execute and deliver or cause undersigned notary, on this day personally appeared Xxxxxxx Xxxxxxxxx, known to me through valid identification to be duly the person whose name is subscribed to the preceding instrument and acknowledged to me that the person executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect instrument in the mortgage, security interests and assignments created or intended to be created hereby or to obtain person’s official capacity for the Mortgagee the full benefits of the assignment hereunder purposes and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest consideration expressed in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Dateinstrument. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as followsAPPROVED AS TO FORM: REVIEWED: City of Austin, Texas City of Austin, Texas Law Department Development Review Department By: Name: By: Name: Title: Assistant City Attorney Title:

TO HAVE AND TO HOLD. all the Premises hereby mortgaged and singular the aforesaid property conveyed or so intended, unto the MortgageeLender, and its successors and assigns, in trust for the equal forever, free from all rights and proportionate benefit benefits under and security by virtue of the Note HoldersHomestead Exemption Laws or similar laws of the State or other jurisdiction in which the Premises are located (which rights and benefits are hereby expressly released and waived), the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and warrants to Lender and with the purchaser at any foreclosure sale that at the execution and delivery hereof, Mortgagor owns the Premises and has good, indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and any claim of any other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender’s Title Insurance Policy NCS-195868 dated May 11, 2005, as updated by a date down endorsement dated as of November 20, 2006 and by a date down endorsement dated as of the date hereof, naming Lender as the proposed insured thereunder, including all endorsements thereto, approved by Lender (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when (a) Mortgagor has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all cases of the other Loan Documents, and as to all property specified in paragraphs (1b) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform CTLLC has paid all of the obligations assumed by it thereunderIndebtedness, except to and has strictly performed and observed all of the extent prohibited or excluded from doing so pursuant to agreements, terms, conditions, provisions, and warranties contained in the terms and provisions thereofOther Loan Documents, and the Mortgageeestate, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title title, and interest of the Mortgagee Lender in and to such other sums the Premises shall cease and shall be released at the security intended to be afforded hereby; providedcost of Mortgagor, however, that no action of the Mortgagee pursuant to this paragraph but otherwise shall increase the obligations or liabilities of the Owner to any Person beyond those obligations remain in full force and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:effect.

TO HAVE AND TO HOLD. all and singular the aforesaid property Assigned Properties unto the MortgageeAssignee, and its Assignee’s successors, and assigns forever, and Assignor does hereby bind Assignor, and Assignor’s successors and assigns, in trust for to warrant and forever defend all and singular the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoeverAssigned Properties unto Assignee, and for Assignee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the uses and purposes and in all cases and as to all property specified in paragraphs (1) same, or any part thereof, by, through (5) inclusive aboveor under Assignor, subject but not otherwise; subject, however, to the terms and provisions set forth in this Trust IndenturePermitted Encumbrances. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform Assignee hereby assumes all of the obligations assumed by it thereunderof Assignor arising under the Contracts, except Licenses and Permits and Warranties and Guaranties required to be performed from and after the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the MortgageeClosing Date, the Note HoldersVilla Tuscany Closing Date or the Deerwood Village Closing Date, the Related Secured Parties as applicable (but not those required to be performed prior thereto). Assignee hereby agrees to indemnify and the Indenture Indemnitees shall have no obligation hold harmless Assignor from and against any and all loss, liability, cost, claim, damage or liability expense incurred to enforce any rights and/or secure any remedies under the Indenture Agreements this Assignment resulting by reason of or the failure of Assignee to perform its obligations arising out of under the assignment hereunder, nor shall Assigned Properties from and after the MortgageeClosing Date, the Note Holders, the Related Secured Parties Villa Tuscany Closing Date or the Indenture Indemnitees be required or obligated in any manner Deerwood Village Closing Date, as applicable, and/or Assignee’s failure to perform or fulfill any its obligations of the Owner under or pursuant this Assignment. Assignor hereby agrees to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true indemnify and lawful attorney of the Owner, irrevocably, granted for good hold harmless Assignee from and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive against any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and loss, liability, cost, claim, damage or expense incurred to become due enforce any rights and/or secure any remedies under or arising out this Assignment resulting by reason of the Indenture Agreementsfailure of Assignor to perform its obligations arising under the Assigned Properties prior to Closing Date, and all other property which now the Villa Tuscany Closing Date or hereafter constitutes part the Deerwood Village Closing Date, as applicable, and/or Assignor’s failure to perform its obligations under this Assignment. Assignor will cooperate with Assignee to secure performance by any warrantor or guarantor for any work Assignee believes should be performed pursuant to any of the CollateralWarranties and Guaranties. The foregoing indemnification shall survive for a period of twelve months after the date hereof and shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunderASSIGNEE TAKES THE ASSIGNED PROPERTIES “AS IS”, “WHERE IS” AND WITH “ALL FAULTS”. Without limiting the generality EXCEPT AS OTHERWISE SET FORTH HEREIN AND IN THE AGREEMENT, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY AND/ OR THE ASSIGNED PROPERTIES, AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE ASSIGNED PROPERTIES, EXCEPT AS OTHERWISE SET FORTH HEREIN AND IN THE AGREEMENT, INCLUDING WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE ASSIGNED PROPERTIES, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE ASSIGNED PROPERTIES AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSIGNED PROPERTIES. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSIGNED PROPERTIES FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. All of the foregoingcovenants, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as terms and conditions set forth herein of any purchaser to purchase the Airframe shall be binding upon and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating shall inure to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name benefit of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:and their respective successors and assigns. This Assignment may only be modified, altered, amended, or terminated by the written agreement of Assignor and Assignee. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the state in which the Property is located without regard to principles of conflicts of law.

TO HAVE AND TO HOLD. all and singular the aforesaid property unto the Mortgagee, and its successors and permitted assigns, in trust for the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereofParties, without any preference, distinction or priority of any one Equipment Note Secured Party over any other Secured Party by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (511) inclusive above, subject to the terms and provisions set forth in this Trust IndentureSecurity Agreement (including, without limitation, Sections 6.01 and 9.05). It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner each Mortgagor shall remain liable under the Indenture Agreements Granting Clause Documents to which it is a party, to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, Mortgagee and the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements Granting Clause Documents, other than to abide by the terms of such Granting Clause Documents (including in respect of any Lessee’s rights of quiet enjoyment) by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, Mortgagee or the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner any Mortgagor under or pursuant to the Indenture AgreementsGranting Clause Documents, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Each Mortgagor, as security for the obligations secured by the Mortgaged Property, does hereby constitute the Mortgagee Mortgagee, exercisable upon the occurrence and during the continuance of an Event of Default, the true and lawful attorney of such Mortgagor, irrevocably during the Owner, irrevocablycontinuance of an Event of Default, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner such Mortgagor or otherwise) to ask for, require, demand demand, receive, compound and receive give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceedsproceeds but in all cases excluding Excluded Payments, any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease) due and to become due under or arising out of the Indenture AgreementsOperative Documents, and all other property which now or hereafter constitutes part of the CollateralMortgaged Property, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunderconnection therewith. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunderMortgagors under Sections 4.03 and 4.04(a), during the continuance of any Event of Default under this Trust IndentureSecurity Agreement, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the any Airframe and any Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner Mortgagor an appropriate xxxx bxxx of sale and other instruments of transfer relating to the such Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name, but not name or in the name of the Ownerany Mortgagor or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner any Mortgagor to any Person person beyond those obligations and liabilities specifically set forth in this Trust Indenture Security Agreement and in the other Operative AgreementsDocuments. The Owner Mortgagee shall direct any Lessee, so long as this Security Agreement shall not have been fully discharged, to make all payments of Rent (other than Excluded Payments), Return Compensation Payments and all other amounts which are required to be paid to or deposited with a Mortgagor pursuant to any Lease (other than Excluded Payments, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease) directly to, or as directed by, the Mortgagee at such address or addresses as the Mortgagee shall specify, for application as provided in Article III of this Security Agreement. Notwithstanding such direction, if any of the above amounts that are required to be transferred to the Mortgagee are transferred to such Mortgagor, such Mortgagor agrees that promptly upon receipt thereof, it will transfer to the Mortgagee any and all monies from time to time received by it constituting part of the Mortgaged Property, for distribution by the Mortgagee pursuant to this Security Agreement. Each Mortgagor agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will such Mortgagor shall promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does Each Mortgagor hereby warrant represents and represent warrants that it has not assigned or pledged pledged, and hereby covenants and agrees that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, and the lien hereof shall not have been released pursuant to Section 9.01 hereof, any of its right, title or interest in hereby assigned to the Collateral Mortgaged Property, to anyone other than the Mortgagee, and that it will not, except as otherwise provided in this Security Agreement (including, but not limited to, Sections 4.03 and 6.01), except with the written consent of the Mortgagee (such consent not to be unreasonably withheld or delayed), and except for Liens on the Collateral that are released on or prior with respect to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as followsExcluded Payments to which it is entitled:

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust assigns from and after the date hereof for all the equal and proportionate benefit and security rest of the Note Holdersterm of the Trademark Consent (and any renewals, the Related Secured Parties extensions and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive aboveoptions therein contained), subject to the terms covenants, conditions and provisions set forth in therein contained. IN ADDITION, from time to time after the date hereof, without further consideration, Assignors shall execute and deliver such other instruments of assignment, transfer and conveyance and shall take such other action as Assignee may reasonably request to more effectively assign, transfer and convey to Assignee, all of Assignors’ right, title and interest in, to and under the Trademark Consent, or to enable Assignee to exercise and enjoy all rights and benefits of Assignors with respect thereto. ASSIGNEE HEREBY assumes and agrees to perform any and all liabilities and obligations under the Trademark Consent to the extent, and only to the extent, first arising after the Closing. This Agreement shall inure to the benefit of and be binding upon Assignors and Assignee and their respective successors and assigns. IMWHP, LLC, a Delaware limited liability company, shall be a third party beneficiary of this Trust IndentureAssignment and shall be entitled to enforce the terms hereof. It This Agreement is expressly agreed that anything herein contained made subject to the contrary notwithstandingterms of the Purchase Agreement. The delivery of this Agreement shall not amend, affect, enlarge, diminish, supersede, modify, replace, rescind, waive or otherwise impair any of the Owner representations, warranties, covenants, indemnities, terms or provisions of the Purchase Agreement or any of the rights, remedies or obligations of Assignors or Assignee provided for therein or arising therefrom in any way, all of which shall remain liable under in full force and effect in accordance with their terms. This Agreement shall be governed and enforced in accordance with the Indenture Agreements laws of the State of Delaware without regard to perform conflicts of law principles. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the obligations assumed same agreement and shall become effective when one or more counterparts have been signed by each of the Parties hereto and delivered to the other. Any such counterpart, to the extent delivered by means of a .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it thereunderwere the original signed version thereof delivered in person. No Party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent prohibited or excluded from doing so pursuant that such defense relates to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason lack of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:authenticity.

TO HAVE AND TO HOLD. all the foregoing Property and singular the aforesaid property unto rights hereby granted for the Mortgagee, use and its benefit of the Trustee and the V:\106\10670\EDNO2.NTE Xxxxxxx's successors and assignsassigns forever in trust, in trust for the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes set forth, possession of the Property being hereby granted and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject conveyed to the terms Trustee; AND Mortgagor covenants and provisions warrants with and to Mortgagee that Mortgagor is indefeasibly seized of the Property and has good right, full power, and lawful authority to convey and encumber all of the same as aforesaid; that Mortgagor hereby fully warrants the title to the Property and will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Mortgagor further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 1994 (which are not yet due and payable), those matters set forth in the title insurance policy issued to Mortgagee insuring the second lien priority of this Trust Indenture. It is expressly agreed that anything herein contained to Mortgage, and those matters described in the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all surveys of the obligations assumed Real Property prepared by it thereunderSterling Co. during March of 1994 and July of 1995, except and certified to Mortgagee to the extent prohibited or excluded from doing so pursuant such matters are disclosed in the title insurance policy or, if not disclosed therein, insured over thereby (hereinafter referred to as the terms "Permitted Exceptions"); PROVIDED ALWAYS, however, that if Mortgagor shall pay unto Mortgagee the indebtedness evidenced by the Note, and, for and provisions thereofonly during the period of time commencing with the date hereof and continuing up to and including September 5, 1998, the indebtedness evidenced by the South Note and the South First Note, and the Mortgageeif Mortgagor shall duly, the Note Holderspromptly and fully perform, the Related Secured Parties discharge, execute, effect, complete and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements comply with and abide by reason of or arising out each and every one of the assignment hereunderagreements, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations conditions and covenants of the Owner under or pursuant to the Indenture AgreementsNote, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreementsthis Mortgage, and all other property which now documents and instruments executed as further evidence of or hereafter constitutes part as security for the indebtedness secured hereby, and, for and only during the period of time commencing with the date hereof and continuing up to and including September 5, 1998, if Mortgagor shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the Collateralagreements, to endorse any checks conditions and covenants of the South Note, the South First Note, and all documents and instruments executed as further evidence of or other instruments or orders in connection therewith as security for the indebtedness evidenced by the South Note and/or the South First Note, then this Mortgage and to file any claims or to take any action or to institute any proceedings which the estates and interests hereby granted and created shall cease, terminate and be null and void, and shall be discharged of record by a proper deed of release furnished by the Mortgagee may deem to be necessary or advisable and executed in recordable form, at the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence request and during the continuance expense of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the OwnerMortgagor, which the Mortgagee may deem necessary or appropriate expense Mortgagor agrees to protect and preserve the rightpay; AND Xxxxxxxxx, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the benefit of Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant expressly covenant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED agree: PAYMENT OF PRINCIPAL AND AGREED by and between the parties hereto as follows:INTEREST V:\106\10670\EDNO2.NTE

TO HAVE AND TO HOLD. all and singular the aforesaid property same unto the MortgageeAssignee, and its successors and assigns, in trust for from and alter the equal and proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, hereof subject to the terms terms, covenants, conditions and provisions set forth contained in this Trust Indenturethe Leases. It This assignment is expressly agreed made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that anything certain Purchase and Sale Agreement dated as of April __,2011 between AA Olympic, LLC, as Seller, and American Realty Capital IK, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein contained assigned by the Assignor to the contrary notwithstanding, Assignee from and after the Owner shall remain liable under the Indenture Agreements date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations assumed by it thereunder, except under the Leases which arose prior to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason date of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or timesthis Agreement. The Owner Assignee does hereby constitute the Mortgagee the true for itself and lawful attorney of the Ownerits legal representatives, irrevocablysuccessors and assigns agree to indemnify and save harmless Assignor and its legal representatives, granted for good successors and valuable consideration assigns, from and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand and receive against any and all monies claims, costs, charges, expenses, losses and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreementsfees, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoingincluding, but subject to not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the rights date hereof, asserted by any of the Owner hereunder, during the continuance said tenants or any person or persons claiming under any of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts them with respect to any such purchaseLeases. Assignor does hereby for itself and its legal representatives, successors and in assigns agree to indemnify and save harmless Assignee and its discretion to file legal representatives, successors and assigns, from and against any claim or take any other action or proceedingsand all claims, in its own namecosts, charges, expenses, losses and fees, including, but not in the name limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of the OwnerAssignor’s acts or omissions, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or arising prior to the Closing Datedate hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. IT IS HEREBY COVENANTED AND AGREED This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Leases shall be treated in accordance with the requirements of Article 11 of the Purchase Agreement, which is incorporated herein by and between the parties hereto as follows:this reference.

TO HAVE AND TO HOLD. all and singular the aforesaid property Assigned Properties unto the MortgageeAssignee, its successors, and assigns, forever, and Assignor does hereby bind itself, its successors and assigns, in trust for the equal to WARRANT and proportionate benefit FOREVER DEFEND, all and security of the Note Holderssingular, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject title to the terms Assigned Properties unto Assignee, its successors and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained assigns, against every person whomsoever lawfully claiming or to claim the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any paymentsame, or to make any inquiry part thereof. Assignor hereby constitutes and appoints Assignee as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the Assignor’s true and lawful attorney of the Ownerattorney, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, for it and with full power (in its name, place, and stead, or otherwise, but on behalf of and for the benefit of Assignee, to demand and receive from time to time any and all of the Assigned Properties hereby sold, assigned, and conveyed, or intended so to be, and to get receipts and releases for and in respect of the same or any part thereof, and from time to time to institute and prosecute in the name of the Owner Assignor or otherwise) to ask for, requirebut at the expense and for the benefit of Assignee, demand and receive any and all monies and claims for monies (proceedings at law, in each case including insurance and requisition proceeds) due equity, or otherwise, that Assignee may deem proper in order to collect, assert, or enforce any claim, right, or title, of any kind, in and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaserAssigned Properties, and to perform defend and compromise any and all other necessary actions, suits, or appropriate acts with proceedings in respect of any of the Assigned Properties, and generally to do all and any such purchase, acts and things in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may relation thereto as Assignee shall deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded herebyadvisable; provided, however, that no action Assignee shall indemnify and by its acceptance hereof agrees to hold Assignor harmless from any loss, cost, expense (including reasonable attorney’s fees), claim, demand, or liability arising out of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities exercise by Assignee of the Owner powers hereby granted to any Person beyond those obligations Assignee by Assignor. Assignor fully covenants and liabilities specifically set forth in this Trust Indenture warrants to Assignee, its successors and in the other Operative Agreements. The Owner agrees assigns, that at any time and from time to time, upon the written request Assignor is well seized of the MortgageeAssigned Properties, has good and marketable title thereto and has the Owner will promptly right to convey the same; that the same is free and duly execute clear of all liens, charges and deliver or cause to encumbrances, other than any which may be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder imposed thereon by Assignee; and of the rights and powers herein granted. The Owner does hereby that it will warrant and represent defend the title thereto unto Assignee, its successors and assigns, against the lawful claims of all persons whomsoever who may claim any interest therein by, through or under Assignor, except those claiming by, through or under Assignee. Capitalized terms, unless otherwise defined herein, shall have the same meaning as defined in that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by certain Purchase and Sale Agreement between the parties hereto as follows:Parties dated October 20, 2010. EXECUTED this 19th day of November, 2010. WILDCAT MOUNTAIN SKI AREA, INC., a New Hampshire corporation WC ACQUISITION CORP., a New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, President By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, VP MEADOW GREEN-WILDCAT SKILIFT CORP., a New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, President MEADOW GREEN — WILDCAT CORP., a New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, President

TO HAVE AND TO HOLD. all the Transferred Assets and singular the aforesaid property Assumed Obligations unto the MortgageeAssignee, its successors and assigns, FOREVER. The Assignor hereby constitutes and appoints the Assignee and its successors and assigns as its true and lawful attorneys-in-fact in connection with the transactions contemplated by this instrument, with full power of substitution, in the name and stead of the Assignor but on behalf of and for the benefit of the Assignee and its successors and assigns, in trust for the equal to demand and proportionate benefit receive any and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunderassets, except properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the extent prohibited or excluded from doing so pursuant to the terms same and provisions any part thereof, and from time to time to institute and prosecute, in the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out name of the assignment hereunderAssignor or otherwise, nor shall for the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations benefit of the Owner under Assignee or pursuant to the Indenture Agreementsits successors and assigns, orproceedings at law, except as herein expressly provided, to make any paymentin equity, or to make any inquiry as to otherwise, which the nature Assignee or sufficiency of any payment received by it, its successors or present or file any claim, or take any action assigns reasonably deem proper in order to collect or enforce reduce to possession or endorse any portion of the Transferred Assets and to do all acts and things in relation to the assets which the Assignee or its successors or assigns reasonably deem desirable. Further, Assignor does hereby convey, assign, transfer, sell and deliver unto TFCC and its successors and assigns, forever, all of the Assignor's right, title and interest in, to and under the Escrow Agreement made and entered into as of October 26, 2006 by and among Industry Ventures Acquisition Fund II (Aperture), L.P. ("IVAF"), a Delaware limited partnership, and Industry Ventures Fund IV, L.P. ("IVF") a Delaware limited partnership (IVAF and IVF are collectively referred to herein as "Purchasers"), Comerica Bank, a Michigan banking corporation (the "Escrow Holder"), Technology Funding Partners III Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation (the "Trust III"), Technology Funding Venture Partners IV Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation ("Trust IV") and Technology Funding Venture Partners V Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation ("Trust V") in exchange for TFCC agreeing to perform certain tasks and make all payments to third parties in regard to the preparation of the 2006 Partnership tax return and 2006 Trust tax return and any examination therefore, preparation of all beneficiary communications and financial statements which Assignor is currently obligated to file, and payment for six years of any amounts which may have been assigned records retention at not less than $10,000 per year as well as Assignor's obligations for indemnification or otherwise related to it or to which it may be entitled at any time or timesthe current SEC examination initiated by the deficiency letter issued May 17, 2006. The Owner does Assignor hereby constitute the Mortgagee the constitutes and appoints TFCC and its successors and assigns as its true and lawful attorney of attorneys-in-fact in connection with the Ownertransactions contemplated in the paragraph immediately preceding, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name and stead of the Owner or otherwise) Assignor but on behalf of and for the benefit of TFCC and its successors and assigns, to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreementsassets, properties, rights and business hereby conveyed, assigned, and all other property which now transferred or hereafter constitutes part of the Collateral, intended so to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunder, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaserbe, and to perform all other necessary or appropriate acts with give receipt and releases for and in respect to of the same and any such purchasepart thereof, and in its discretion from time to file any claim or take any other action or proceedingstime to institute and prosecute, in its own name, but not in the name of the OwnerAssignor or otherwise, for the benefit of TFCC or its successors and assigns, proceedings at law, in equity, or otherwise, which the Mortgagee may TFCC or its successors or assigns reasonably deem necessary proper in order to collect or appropriate reduce to protect and preserve the right, title and interest possession or endorse any portion of the Mortgagee in Transferred Escrow Account and to such other sums do all acts and things in relation to the assets which TFCC or its successors or assigns reasonably deem desirable. The instrument shall be binding upon and shall inure to the benefit of the respective successors and assigns of the Assignor and the security intended to Assignee. This instrument shall be afforded hereby; provided, however, that no action construed and enforced in accordance with the laws of the Mortgagee pursuant State of Delaware, without regard to this paragraph shall increase the obligations or liabilities conflict of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, title or interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or prior to the Closing Date. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:law.

TO HAVE AND TO HOLD. all and singular the aforesaid property unto the Mortgagee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Note HoldersLoan Participants, the Related Secured Parties Note Holders and the Indenture Indemniteesother holders of Secured Obligations, except as provided in Section 2.12 2.14 and Article III hereof, hereof without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs clauses (1) through [(5) 8)/(9)] inclusive above, subject to the terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Agreements Agreements, to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note HoldersLoan Participants, the Related Secured Parties Note Holders and the Indenture Indemnitees other holders of Secured Obligations shall have no obligation or liability under the Indenture Agreements Agreements, by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note HoldersLoan Participants, the Related Secured Parties Note Holders or the Indenture Indemnitees other holders of Secured Obligations be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Mortgagee the true and lawful attorney of the OwnerOwner Trustee, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner Trustee or otherwise) to ask for, require, demand demand, receive, compound and receive give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceedsproceeds but in all cases excluding Excluded Payments) due and to become due under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the CollateralTrust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunderTrustee and the Owner Participant under Sections 2.13, 4.03 and 4.04(a) hereof, during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner Trustee an appropriate xxxx bxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name, but not name or in the name of the OwnerOwner Trustee or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; providedPROVIDED, howeverHOWEVER, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner Trustee to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. Under the Lease, Lessee is directed, so long as this Trust Indenture shall not have been fully discharged, to make all payments of Rent (other than Excluded Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excluded Payments) directly to, or as directed by, the Mortgagee at such address or addresses as the Mortgagee shall specify, for application as provided in this Trust Indenture. The Owner Trustee agrees that promptly upon receipt thereof, it will transfer to the Mortgagee any and all monies from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Mortgagee pursuant to this Trust Indenture, except that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Mortgagee under this Trust Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged pledged, and hereby covenants and agrees that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its right, title or interest in the Collateral hereby assigned, to anyone other than the Mortgagee Mortgagee, and that it will not, except for Liens on as otherwise provided in this Trust Indenture and except with respect to Excluded Payments to which it is entitled, (i) accept any payment from Lessee [or any Permitted Sublessee] under any Indenture Agreement, (ii) enter into any agreement amending or supplementing any Indenture Agreement, (iii) execute any waiver or modification of, or consent under, the Collateral that are released on terms of, or prior exercise any rights, powers or privileges under, any Indenture Agreement, (iv) settle or compromise any claim arising under any Indenture Agreement or (v) submit or consent to the Closing Datesubmission of any dispute, difference or other matter arising under or in respect of any Indenture Agreement to arbitration thereunder. IT IS HEREBY COVENANTED AND AGREED by and between The Owner Trustee does hereby agree that it will not without the parties hereto as followswritten consent of the Mortgagee:

TO HAVE AND TO HOLD. all and singular the aforesaid property unto the Mortgagee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Loan Participants, the Note Holders, the Related Secured Parties and the Indenture Mortgage Indemnitees, except as provided in Section 2.12 (S) 2.14 and Article III hereofIII, without any preference, distinction distinction, or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, or date of maturity thereof thereof, or otherwise for any reason whatsoever, and for the uses and purposes and (in all cases and as to all property specified in paragraphs the foregoing clauses (1) through (59)) inclusive above, subject to the terms and provisions set forth in this Trust IndentureMortgage. It is expressly agreed that anything Anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Mortgage Agreements to perform all of the obligations assumed by that it assumes thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and Mortgagee, the MortgageeLoan Participants, the Note Holders, the Related Secured Parties and the Indenture Mortgage Indemnitees shall have no obligation or liability under the Indenture Mortgage Agreements by reason of or arising out because of the assignment hereunder, nor shall Mortgagee, the MortgageeLoan Participants, the Note Holders, the Related Secured Parties Certificate Holders, or the Indenture Mortgage Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to the Indenture Mortgage Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does Trustee hereby constitute the constitutes Mortgagee the true and lawful attorney of the OwnerOwner Trustee, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner Trustee or otherwise) to ask for, require, demand demand, receive, compound, and receive give acquittance for any and all monies money and claims for monies money (in each case including insurance and requisition proceedsproceeds but in all cases excluding Excluded Payments) due and to become due under or arising out of the Indenture Mortgage Agreements, and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith therewith, and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be deems necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunderconnection with this Mortgage. Without limiting the generality of the foregoing, but subject to the rights of the Owner hereunderTrustee and Owner Participant under (S) 2.13, (S) 4.03, and (S) 4.04(a), during the continuance of any Mortgage Event of Default under this Trust IndentureDefault, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines Engines, and upon such purchase to execute and deliver in the name of and on behalf of the Owner Trustee an appropriate xxxx of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by such purchaser, and to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name, but not name or in the name of the OwnerOwner Trustee or otherwise, which the Mortgagee may deem deems necessary or appropriate to protect and preserve the right, title title, and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner Trustee to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. The Under the Lease, Lessee is directed (so long as this Mortgage has not been fully discharged) to make all payments of Rent (other than Excluded Payments) and all other amounts which are required to be paid to or deposited with Owner Trustee pursuant to the Lease (other than Excluded Payments) directly to, or as directed by, Mortgagee at such address or addresses as Mortgagee shall specify, for application as provided in this Mortgage. Owner Trustee agrees that, promptly upon receipt thereof, it will transfer to Mortgagee any and all money that at any time and Owner Trustee from time to time, upon the written request time receives if it constitutes part of the Collateral, for distribution by Mortgagee pursuant to this Mortgage, except that Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by Mortgagee under this Mortgage. Upon Mortgagee's written request, the Owner Trustee will promptly and duly execute and deliver (or cause to be duly executed and delivered delivered) any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem deems necessary or desirable to perfect, preserve preserve, or protect the mortgage, security interests interests, and assignments created or intended to be created hereby hereby, or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant Trustee warrants and represent represents that it has not assigned or pledged pledged, and agrees that, so long as the assignment hereunder remains in effect and the Lien hereof has not been released pursuant to (S) 10.01, it will not assign or pledge, any of its right, title title, or interest in the Collateral hereby assigned, to anyone other than Mortgagee, and that it will not, except as otherwise provided in this Mortgage and except with respect to Excluded Payments to which it is entitled, (1) accept any payment from Lessee or any Permitted Sublessee under any Mortgage Agreement, (2) enter into any agreement amending or supplementing any Mortgage Agreement, (3) execute any waiver or modification of, or consent under, the Mortgagee except for Liens on the Collateral that are released on terms of, or prior exercise any rights, powers, or privileges under, any Mortgage Agreement, (4) settle or compromise any claim arising under any Mortgage Agreement, or (5) submit or consent to the Closing Datesubmission of any dispute, difference, or other matter arising under or in respect of any Mortgage Agreement to arbitration thereunder. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as followsOwner Trustee shall not, without Mortgagee's prior written consent: