Exhibit,Appendix: CITIBANK N A (AS TRUSTEE FOR THE BENEFIT OF THE HO vs. HOUSTON AIRPORT HOSPITALITY LP

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                                EXHIBIT
LOAN NO. 3420778




                       HOUSTON AIRPORT HOSPITALITY LP, as mortgagor
                                                                                   (Borrower)


                                                        To

                                     BRUCE CALDWELL,                  as trustee
                                                                                     (Trustee)

                                                 for the benefit of

                                BANK OF AMERICA, N.A., as beneficiary
                                                                                     (Lender)




                         DEED OF TRUST AND SECURITY AGREEMENT



                                    Dated:            As of June 18, 2014

                                    Location:         15222 JFK Bivd.
                                                      Houston, Texas

                                    County:           Houston

                                    PREPARED BY AND UPON
                                    RECORDATION RETURN TO:
                                    Alston & Bird LLP
                                    333 S. Hope Street
                                    Los Angeles, California 90071
                                    Attention:    Alaina Murphy — REFIG paralegal




32294906. 1.02 6/18/2014 10:15 AM
THIS      DEED      OF   TRUST     AND         SECURITY      AGREEMENT        (this    “Security
Instrument’)     is made    as of this   18th   day    of June,   2014,   by   HOUSTON       AIRPORT
HOSPITALITY LP, a Texas limited partnership, having its principal place of business at 1775
Hancock Street, Suite 200, San Diego, California 92110, as grantor (“Borrower”) to BRUCE
CALDWELL, an individual, having an address at 1717 Main Street, Suite 3500, Dallas, Texas
75201, as trustee (“Trustee”) for the benefit of BANK OF AMERICA, N.A., as beneficiary
(“Lender”).    All capitalized terms not defined herein shall have the respective meanings set forth
in the Loan Agreement (defined below).

                                            RECITALS:

        This Security Instrument is given to Lender in accordance with Section 16.2 below, to
secure a loan (the “Loan”) in the principal sum of Twenty Million Seven Hundred Twenty Five
Thousand and 00/100 Dollars ($20,725,000.00) advanced pursvant to that certain Loan
Agreement, dated as of the date hereof, between Borrower and Lender (as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan
Agreement”) and evidenced by that certain Promissory Note, dated the date hereof, made by
Borrower in favor of Lender (such Promissory Note, together with all extensions, renewals,
replacements, restatements or modifications thereof being hereinafter referred to as the “Note”);

       Borrower desires to secure the payment of the Debt (as defined in the Loan Agreement)
and the performance of all of its obligations under the Note, the Loan Agreement and the other
Loan Documents (as defined in the Loan Agreement); and

         This Security Instrument is given pursuant to the Loan Agreement, and payment,
fulfillment, and performance by Borrower of its obligations thereunder and under the other Loan
Documents are secured hereby.

                                 Article 1 - GRANTS OF SECURITY

        Section 1.1    PROPERTY MorTGAGeED.        Borrower does hereby irrevocably mortgage,
grant, bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to
Trustee, its successors and assigns, for the benefit of Lender and its successors and assigns the
following property, rights, interests and estates now owned, or hereafter acquired by Borrower
(collectively, the “Property”):

        a)      Land.   The real property described in Exhibit A attached hereto and made a part
hereof (the “Land”);

         (b)    Additional Land. All additional lands, estates and development rights hereafter
acquired by Borrower for use in connection with the Land and the development of the Land and
ali additional lands and estates therein which may, from time to time, by supplemental mortgage
or otherwise be expressly made subject to the lien of this Security Instrument;

       ()      Improvements.      The buildings, structures, fixtures, additions, enlargements,
extensions, modifications, repairs, replacements and improvements now or hereafter erected or
located on the Land (collectively, the “Improvements”);
(d)  Easements. All easements, rights-of-way or use, rights, strips and gores of land,
streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air
rights and development rights, and all estates, rights, titles, interests, privileges, liberties,
servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way
now or hereafter belonging, relating or pertaining to the Land and the Improvements and the
reversions and remainders, and all land lying in the bed of any street, road or avenue, opened or
proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights,
titles, interests, rights of dower, rights of curtesy, property, possession, claim and demand
whatsoever, both at law and in equity, of Borrower of, in and to the Land and the Improvements
and every part and parcel thereof, with the appurtenances thereto;

        (©)     Fixtures and Personal Property. All machinery, equipment, fixtures (including,
but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator
fixtures), furniture, software used in or to operate any of the foregoing and other property of
every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have
an interest, now or hereafter located upon the Land and the Improvements, or appurtenant
thereto, and usable in connection with the present or future operation and occupancy of the Land
and the Improvements and all building equipment, materials and supplies of any nature
whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or
hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in
connection with the present or future operation and occupancy of the Land and the
Improvements (including, but not limited to, (including, but not limited to, beds, bureaus,
chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes,
draperies, curtains,         shades, venetian blinds,        screens, paintings, hangings,        pictures,     divans,
couches,         luggage   carts,   luggage   racks,   stools,   sofas,   chinaware,   linens,   pillows,     blankets,
glassware, silverware, foodcarts, cookware, dry cleaning facilities, dining room wagons, keys or
other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios,
television sets, intercom and paging equipment, electric and electronic equipment, dictating
equipment, private telephone systems, medical equipment, potted plants, heating, lighting and
plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning
systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry
machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards,
conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing
equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets,
lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers)
(collectively, the “Personal Property”), and the right, title and interest of Borrower in and to
any of the Personal Property which may be subject to any security interests, as defined in the
Uniform Commercial Code, as adopted and enacted by the state or states where any of the
Property is located (the “Uniform Commercial Code”), and all proceeds and products of the
above;

         ®     Leases_and_ Rents.        All leases, subleases, subsubieases, lettings, licenses,
concessions or other agreements (whether written or oral), pursuant to which any Person is
granted a possessory interest in, or right to use or occupy all or any portion of the Land and the
Improvements, and every modification, amendment or other agreement relating to such leases,
subleases, subsubleases, or other agreements entered into in connection with such leases,
subleases,        subsubleases,     or other agreements and every guarantee of the performance                      and
observance of the covenants, conditions and agreements to be performed and observed by the
other party thereto, heretofore or hereafter entered into, whether before or after the filing by or
against Borrower of any petition for relief under any Creditors Rights Laws (collectively, the
“Leases”) and all right, title and interest of Borrower, its successors and assigns therein and
thereunder, including, without limitation, cash or securities deposited thereunder to secure the
performance by the lessees of their obligations thereunder and all rents, additional rents, rent
equivalents,   moneys   payable as damages      or in lieu of rent or rent equivalents,       royalties
(including, without limitation, all oil and gas or other mineral royalties and bonuses), income,
receivables, receipts, revenues, deposits (including, without limitation, security, utility and other
deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration
of whatever form or nature received by or paid to or for the account of or benefit of Borrower or
its agents or employees from any and all sources arising from or attributable to the Property,
including, all receivables, customer obligations, installment payment obligations and other
obligations now existing or hereafter arising or created out of the sale, lease, sublease, license,
concession or other grant of the right of the use and occupancy of property or rendering of
services by Borrower or Manager and proceeds, if any, from business interruption or other loss
of income insurance whether paid or accruing before or after the filing by or against Borrower of
any petition for relief under any Creditors Rights Laws including, without limitation, all hotel
receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-
bars, meeting rooms, banquet rooms and recreational facilities and otherwise, all reccivables,
customer obligations, installment payment obligations and other obligations now existing or
hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of
the right of possession, use and/or occupancy of the Property (or any portion thereof) and/or
rendering of services by Borrower or any operator or manager of the hotel or the commercial
space located in the Improvements or acquired from others (including, without limitation, from
the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices,
and deposits securing reservations of such space), license, lease, sublease and concession fees
and rentals, health club membership fees, food and beverage wholesale and retail sales, service
charges, vending machine sales (collectively, the “Rents”) and all proceeds from the sale or
other disposition of the Leases and the right to receive and apply the Rents to the payment of the
Debt;

        (g)     Insurance Proceeds.    All Insurance Proceeds in respect of the Property under any
Policies covering the Property, including, without limitation, the right to receive and apply the
proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the
Property;

        (h)   Condemnation Awards.    All Awards, including interest thereon, which may
heretofore and hereafter be made with respect to the Property by reason of Condemnation,
whether from the exercise of the right of eminent domain (including, but not limited to, any
transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or
for any other injury to or decrease in the value of the Property;

        @       Tax Certiorari. All refunds, rebates or credits in connection with reduction in real
estate taxes and assessments charged against the Property as a result of tax certiorari or any
applications or proceedings for reduction;
®     Rights, The right, in the name and on behalf of Borrower, to appear in and defend
any action or proceeding brought with respect to the Property and to commence any action or
proceeding to protect the interest of Lender in the Property;

        &)      Agreements.     All agreements, contracts, certificates, instruments, franchises,
permits, licenses, plans, specifications and other documents, now or hereafter entered into, and
all rights therein and thereto, respecting or pertaining to the use, occupation, construction,
management       or operation of the Land and any part thereof and any Improvements or any
business or activity conducted on the Land and any part thereof and all right, title and interest of
Borrower therein and thereunder, including, without limitation, the right, upon the happening of
any default hereunder, to receive and collect any sums payable to Borrower thereunder;

        @      Intangibles. All tradenames, trademarks, servicemarks, logos, copyrights,
goodwill, books and records and all other general intangibles relating to or used in connection
with the operation of the Property;

        ({m)   Accounts. All reserves, escrows and deposit accounts maintained by Borrower
with respect to the Property, including, without limitation, the Reserve Accounts, the Lockbox
Account, the Cash Management Account, any and all reserve accounts maintained in connection
with the Franchise Agreement and/or the Equipment, Fixtures and Personal Property; together
with all deposits or wire transfers made to such accounts and all cash, checks, drafts, certificates,
securities, investment property, financial assets, instruments and other property held therein from
time to time and all proceeds, products, distributions or dividends or substitutions thereon and
thereof, and    all accounts established pursuant to Article 10 of the Loan Agreement together with
all deposits     or wire transfers made to the Lockbox Account and all cash, checks, drafts,
certificates,   securities, investment property, financial assets, instruments and other property held
therein from     time to time and ail proceeds, products, distributions or dividends or substitutions
thereon and thereof; all (I) reserves, escrows and deposit accounts maintained by or on behalf of
Borrower with respect to the Property, including, without limitation, (II) right, title and interest
of Borrower arising from the operation of the Land and          the Improvements in and to all payments
for goods or property sold or leased or for services           rendered, whether or not yet carned by
performance, and not evidenced by an instrument or             chattel paper, (hereinafter referred to as
“Accounts Receivable”) including, without limiting             the generality of the foregoing, (A) all
accounts, contract rights, book debts, and notes arising       from the operation of a hotel on the Land
and the Improvements or arising from the sale, lease            or exchange of goods or other property
and/or the performance        of services,   (B) Borrower’s     rights to payment   from any consumer
credit/charge card organization or entities which sponsor and administer such cards as the
American Express Card, the Visa Card and the Mastercard, (C) Borrower’s rights in, to and
under all purchase orders for goods, services or other property, (D) Borrower’s rights to any
goods, services or other property represented by any of the foregoing, (E) monies due to or to
become due to Borrower under all contracts for the sale, lease or exchange of goods or other
property and/or the performance of services including the right to payment of any interest or
finance charges in respect thereto (whether or not yet earned by performance on the part of
Borrower) and (F) all collateral security and guaranties of any kind given by any person or entity
with respect to any of the foregoing. Accounts Receivable shall include those now existing or
hereafter    created,   substitutions therefor, proceeds      (whether cash or non-cash,     movable   or
immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other
disposition or substitution thereof and any and all of the foregoing and proceeds therefrom;

           (a)        Conversion.    All proceeds of the conversion, voluntary or involuntary, of any of
the foregoing including,            without     limitation,   Insurance   Proceeds   and Awards,     into   cash or
liquidation claims; and.

           (0)        Other Rights. Any and all other rights of Borrower in and to the items set forth in
subsections (a) through (n) above.

           Section 1.2         ASSIGNMENT OF RENTS.           Borrower hereby absolutely and unconditionally
assigns to Lender and Trustee all of Borrower’s right, title and interest in and to all current and
future Leases and Rents; it being intended by Borrower that this assignment constitutes a present,
absolute assignment and not an assignment for additional security only. Nevertheless, subject to
the terms of the Loan Agreement and Section 8.1(h) of this Security Instrument, Lender grants to
Borrower a revocable license to collect, receive, use and enjoy the Rents and Borrower shall hold
the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, for use in
the payment of such sums.

           Section 1.3         SECURITY AGREEMENT.            This Security Instrument is both a real property
mortgage and a “security agreement” within the meaning of the Uniform Commercial Code.                         The
Property includes both real and personal property and all other rights and interests, whether
tangible or intangible in nature, of Borrower in the Property.                 By executing and delivering this
Security         Instrument,   Borrower       hereby    grants to Lender     and Trustee,    as security for the
Obligations (hereinafter defined), a security interest in the Personal Property to the full extent
that the Personal Property may be subject to the Uniform Commercial Code.

           Section 1.4         FIXTURE FILING.         Certain of the Property is or will become “fixtures” (as
that term is defined in the Uniform Commercial Code) on the Land, and this Security Instrument,
upon being filed for record in the real estate records of the city or county wherein such fixtures
are situated, shall operate also as a financing statement filed as a fixture filing in accordance with
the applicable provisions of said Uniform Commercial Code upon such of the Property that is or
may become fixtures.

           Section 1.5         CONDITIONS TO GRANT.           TO HAVE AND        TO HOLD       the above granted
and described Property unto Trustee for and on behalf of Lender and to the use and benefit of
Lender and Trustee and their successors and assigns, forever; IN TRUST,                      WITH    POWER      OF
SALE, to secure payment to Lender of the Debt at the time and in the manner provided for its
payment in the Note and in this Security Instrument.                  PROVIDED, HOWEVER,            these presents
are upon the express condition that, if Borrower shal! well and truly pay to Lender the Debt at
the time and in the manner              provided       in the Note,   the Loan   Agreement     and this Security
Instrument, shall well and truly perform the Other Obligations as set forth in this Security
Instrument and shall well and truly abide by and comply with each and every covenant and
condition set forth herein and in the Note, the Loan Agreement and the other Loan Documents,
these presents and the estate hereby granted shall cease, terminate and be void; provided,
however, that Borrower’s obligation to indemnify and hold harmless Lender pursuant to the
provisions hereof shall survive any such payment or release.
Section 1.6  GRANTS TO LENDER. This Security Instrument and the grants, assignments
and transfers made to Lender in this Article 1 shall inure to Lender solely in its capacity as
Lender’s nominee in accordance with Section 16.2 below.

                          Article 2 - Dest AND OBLIGATIONS SECURED

       Section 2.1     Dest. This Security Instrument and the grants, assignments and transfers
made in Article 1 are given for the purpose of securing the Debt.

         Section 2.2    OTHER OBLIGATIONS.       This Security Instrument and the grants,
assignments and transfers made in Article 1 are also given for the purpose of securing the
performance of the following (the “Other Obligations”): (a) all other obligations of Borrower
contained herein; (b) each obligation of Borrower contained in the Loan Agreement and any
other Loan Document; and (c) each obligation of Borrower contained in any renewal, extension,
amendment, modification, consolidation, change of, or substitution or replacement for, all or any
part of the Note, the Loan Agreement or any other Loan Document.

       Section 2.3      DEBT AND OTHER OBLIGATIONS.         Borrower’s obligations for the payment
of the Debt and the performance of the Other Obligations shall be referred to collectively herein
as the “Obligations.”

       Section 2.4      PAyMENT OF DEBT.       Borrower will pay the Debt at the time and in the
manner provided in the Loan Agreement, the Note and this Security Instrument.

       Section 2.5      INCORPORATION    BY    REFERENCE.     All   the   covenants,   conditions   and
agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and any of the other
Loan Documents, are hereby made a part of this Security Instrument to the same extent and with
the same force as if fully set forth herein.

                                 Article 3 - PROPERTY COVENANTS

       Borrower covenants and agrees that:

        Section 3.1    INSURANCE.      Borrower shall obtain and maintain, or cause to be
maintained, in full force and effect at all times insurance with respect to Borrower and the
Property as required pursuant to the Loan Agreement.

       Section 3.2      TAXES.    Borrower    shall pay all Taxes and Other Charges        assessed or
imposed against the Property or any part thereof in accordance with the Loan Agreement.

        Section 3.3    LEASES. Borrower shall not enter in any Leases for all or any portion of
the Property unless in accordance with the provisions of the Loan Agreement.

       Section 3.4      WARRANTY OF TITLE.       Borrower has good, indefeasible, marketable and
insurable fee simple title to the real property comprising part of the Property and good
indefeasible and marketable title to the balance of the Property, free and clear of all Liens
whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to
the Loan Documents and the Liens created by the Loan Documents. This Security Instrument,
when properly recorded in the appropriate records, together with any Uniform Commercial Code
financing     statements   required    to be filed in connection         therewith,     will    create   (a) a valid,
perfected first priority lien on the Property, subject only to Permitted Encumbrances and the
Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected
collateral assignments of, all personalty (including the Leases), all in accordance with the terms
thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as
are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents.
Borrower shall forever warrant, defend and preserve the title and the validity and priority of the
Lien of this Security Instrument and shall forever warrant and defend the same to Lender against
the claims of all Persons whomsoever.

        Section 3.5     PAYMENT FOR LABOR AND MATERIALS.                   Borrower will promptly pay when
due all bills and costs for labor, materials, and specifically               fabricated materials incurred in
connection with the Property and never permit to exist beyond               the due date thereof in respect of
the Property or any part thereof any Lien or security interest,            even though inferior to the Liens
and the security interests hereof, and in any event never permit           to be created or exist in respect of
the Property or any part thereof any other or additional Lien or security interest other than the
Liens or security interests hereof except for the Permitted Encumbrances.                      Borrower represents
there are no claims for payment for work, labor or materials affecting the Property which are or
may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents.

                                      Article 4 - FURTHER ASSURANCES

        Section 4.1        COMPLIANCE WITH LOAN AGREEMENT.                   Borrower shall comply with the
covenants set forth in Article 17 of the Loan Agreement in order to protect and perfect the Lien
or security interest hereof upon, and in the interest of Lender in, the Property.

        Section 4.2        AUTHORIZATION TO FILE FINANCING STATEMENTS;                      POWER OF ATTORNEY.
Borrower hereby authorizes Lender at any time and from time to time to file any initial financing
statements, amendments thereto and continuation statements as authorized by applicable law, as
applicable to all or part of the Personal Property.          For purposes of such filings, Borrower agrees
to furnish any information requested by Lender promptly upon request by Lender.                               Borrower
also ratifies its authorization for Lender to have filed any like initial financing statements,
amendments       thereto   or   continuation   statements,    if filed   prior   to   the   date    of this    Security
Instrument.     Borrower hereby irrevocably constitutes and appoints Lender and any officer or
agent of Lender, with full power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of Borrower or in Borrower’s own name
to execute in Borrower’s name any such documents and otherwise to carry out the purposes of
this Section 4.2, to the extent that Borrower’s authorization above is not sufficient. To the extent
permitted by law, Borrower hereby ratifies all acts said attorneys-in-fact have lawfully done in
the past or shall lawfully do or cause to be done in the future by virtue hereof.                     This power of
attorney is a power coupled with an interest and shall be irrevocable.

                                 Article 5 - DuE ON SALE/ENCUMBRANCE

       Section 5.1         No    SALE/ENCUMBRANCE.           Borrower     shall not cause          or permit a sale,
conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options
with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise,     and whether or not for consideration or of
record) of a legal or beneficial interest in the Property or any part thereof, Borrower or any
Restricted Party, other than in accordance with the provisions of Article 7 of the Loan
Agreement, without the prior written consent of Lender.

                        Article 6 - PREPAYMENT; RELEASE OF PROPERTY

         Section 6.1   PREPAYMENT. The Debt may not be prepaid in whole or in part except in
strict accordance with the express terms and conditions of the Note and the Loan Agreement.

       Section 6.2     PREPAYMENT ON CASUALTY/CONDEMNATION AND CHANGE IN TAX AND
Desir Crepit LAWS.     Provided no Event of Default exists under any of the Loan Documents, in
the event of any prepayment of the Debt pursuant to the terms of Article 8 or Section 17.4 of the
Loan Agreement, no prepayment premium shall be due in connection therewith, but Borrower
shall be responsible for all other amounts due under any of the Loan Documents.

        Section 6.3    INVOLUNTARY PREPAYMENT.        If there is an involuntary prepayment during
the Lockout Period (as defined in the Note) or a Default Prepayment after the expiration of the
Lockout Period, then Borrower shall, in addition to any portion of the Loan prepaid (together
with all interest accrued and unpaid thereon), pay to Lender the applicable prepayment premium
in an amount calculated in accordance with Section 5(c) of the Note.

        Section 6.4    RELEASE OF PROPERTY.      Borrower shall not be entitled to a release of any
portion of the Property from the lien of this Security Instrument except in accordance with terms
and conditions of the Loan Agreement.

                                       Article 7 - DEFAULT

        Section 7.1    EVENT OF DEFAULT. The term “Event of Default” as used in this Security
Instrument shall have the meaning assigned to such term in the Loan Agreement.

                       Article 8 - RIGHTS AND REMEDIES UPON DEFAULT

        Section 8.1    REMEDIES. Upon the occurrence and during the continuance of any Event
of Default, Borrower agrees that Lender may or acting by or through Trustee may take such
action, without notice or demand, as it deems advisable to protect and enforce its rights against
Borrower and in and to the Property, including, but not limited to, the following actions, each of
which may be pursued concurrently or otherwise, at such time and in such order as Lender or
Trustee may determine, in their sole discretion, without impairing or otherwise affecting the
other rights and remedies of Lender or Trustee:

       (a)     declare the entire unpaid Debt to be immediately due and payable;

        ()     institute proceedings, judicial or otherwise, for the complete foreclosure of this
Security Instrument under any applicable provision of law, in which case the Property or any
interest therein may be sold for cash or upon credit in one or more parcels or in several interests
or portions and in any order or manner;
()        with or without entry, to the extent permitted and pursuant to the procedures
provided by applicable law, institute proceedings for the partial foreclosure of this Security
Instrument for the portion of the Debt then due and payable, subject to the continuing lien and
security interest of this Security Instrument for the balance of the Debt not then due, unimpaired
and without loss of priority;

        (@d)      sell for cash or upon credit the Property or any part thereof and all estate, claim,
demand, right, title and interest of Borrower therein and rights of redemption thereof, pursuant to
power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and
place, upon such terms and after such notice thereof as may be required or permitted by law;

        ©)     institute an action, suit or proceeding in equity for the specific performance of any
covenant, condition or agreement contained herein, in the Note, the Loan Agreement or in the
other Loan Documents;

        ®         recover judgment on the Note either before, during or after any proceedings for
the enforcement of this Security Instrument or the other Loan Documents;

        (g)       apply for the appointment of a receiver, trustee, liquidator or conservator of the
Property, without notice and without regard for the adequacy of the security for the Debt and
without regard for the solvency of Borrower, Borrower Principal or any other Person liable for
the payment of the Debt;

        (h)      tevoke the license granted to Borrower under Section 1.2 hereof and Lender may
enter into or upon the Property, either personally or by its agents, nominees or attorneys and
dispossess     Borrower   and   its agents   and   servants   therefrom,   without   liability   for trespass,
damages or otherwise and exclude Borrower and its agents or servants wholly therefrom, and
take possession of all books, records         and accounts relating thereto and Borrower agrees to
surrender possession of the Property and of such books, records and accounts to Lender upon
demand, and thereupon Lender may (i) use, operate, manage, control, insure, maintain, repair,
restore and otherwise deal with all and every part of the Property and conduct the business
thereat; (ii) complete any construction on the Property in such manner and form as Lender deems
advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on
the Property; (iv) exercise all rights and powers of Borrower with respect to the Property,
whether in the name of Borrower or otherwise, including, without limitation, the right to make,
cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and
receive all Rents of the Property and every part thereof; (v) require Borrower to pay monthly in
advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental
value for the use and occupation of such part of the Property as may be occupied by Borrower;
(vi) require Borrower to vacate and surrender possession of the Property to Lender or to such
receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise;
and (vii) apply the receipts from the Property to the payment of the Debt, in such order, priority
and proportions as Lender shall deem appropriate in its sole discretion after deducting therefrom
all expenses (including reasonable attorneys’ fees) incurred in connection with the aforesaid
operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other
expenses in connection with the Property, as well as just and reasonable compensation for the
services of Lender, its counsel, agents and employees;
@        exercise any and all rights and remedies granted to a secured party upon default
under the Uniform Commercial Code, including, without limiting the generality of the foregoing:
(i) the right to take possession of the Personal Property or any part thereof, and to take such other
measures as Lender or Trustee may deem necessary for the care, protection and preservation of
the Personal Property, and (ii) request Borrower at its expense to assemble the Personal Property
and make it available to Lender at a convenient place acceptable to Lender.         Any notice of sale,
disposition or other intended action by Lender or Trustee with respect to the Personal Property
sent to Borrower in accordance with the provisions hereof at least five (5) days prior to such
action shall constitute commercially reasonable notice to Borrower;

        Q@      apply any sums then deposited or held in escrow or otherwise by or on behalf of
Lender in accordance with the terms of the Loan Agreement, this Security Instrument or any
other Loan Document to the payment of the following items in any order in its uncontrolled
discretion: (i) Taxes and Other Charges; (ii) Insurance Premiums; (iii) interest on the unpaid
principal balance of the Note; (iv) amortization of the unpaid principal balance of the Note; (v)
all other sums payable pursuant to the Note, the Loan Agreement, this Security Instrument and
the other Loan Documents, including without limitation advances made by Lender pursuant to
the terms of this Security Instrument;

        (k)     surrender the Policies maintained pursuant to the Loan Agreement, collect the
unearned insurance premiums for the Policies and apply such sums as a credit on the Debt in
such priority and proportion as Lender in its discretion shall deem proper, and in connection
therewith, Borrower hereby appoints Lender as agent and attorney-in-fact (which is coupled with
an interest and is therefore irrevocable) for Borrower to collect such insurance premiums;

        a)     apply the undisbursed balance of any Net Proceeds Deficiency deposit, together
with interest thereon, to the payment of the Debt in such order, priority and proportions as
Lender shall deem to be appropriate in its discretion; or

       (m)     pursue such other remedies as Lender may have under applicable law.

In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this
Security Instrument shall continue as a lien and security interest on the remaining portion of the
Property unimpaired and without loss of priority.    Notwithstanding the provisions of this Section
to the contrary, if any Event of Default as described in Section 11.1(f) of the Loan Agreement
shall occur, the entire unpaid Debt shall be automatically due and payable, without any further
notice, demand or other action by Lender.

       Section 8.2     APPLICATION OF PROCEEDS. The purchase money, proceeds and avails of
any disposition of the Property, and or any part thereof, or any other sums collected by Lender
pursuant to the Note, this Security Instrument or the other Loan Documents, may be applied by
Lender to the payment of the Debt in such priority and proportions as Lender in its discretion
shall deem proper.

       Section 8.3     RicHt   To   Cure    DEFAULTS.       Upon   the occurrence     and   during   the
continuance of any Event of Default, Lender may, but without any obligation to do so and
without notice to or demand on Borrower and without releasing Borrower from any obligation
hereunder, make any payment or do any act required of Borrower hereunder in such manner and
to such extent as Lender may deem necessary to protect the security hereof. Lender or Trustee is
authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action
or proceeding to protect its interest in the Property or to foreclose this Security Instrument or
collect the Debt, and the cost and expense thereof (including reasonable attorneys’ fees to the
extent permitted by law), with interest as provided in this Section 8.3, shall constitute a portion
of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses
incurred by Lender or Trustee in remedying such Event of Default or such failed payment or act
or in appearing in, defending, or bringing any such action or proceeding shall bear interest at the
Default Rate, for the period after notice from Lender that such cost or expense was incurred to
the date of payment to Lender. All such costs and expenses incurred by Lender together with
interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt
and be secured by this Security Instrument and the other Loan Documents               and shall be
immediately due and payable upon demand by Lender therefor.

       Section 8.4    ACTIONS AND PROCEEDINGS. Lender or Trustee has the right to appear in
and defend any action or proceeding brought with respect to the Property and to bring any action
or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides
should be brought to protect its interest in the Property.

        Section 8.5 RECOVERY OF SUMS REQUIRED TO BE PAID. Subject to Article 15 of the
Loan Agreement, Lender shall have the right from time to time to take action to recover any sum
or sums which constitute a part of the Debt as the same become due, without regard to whether
or not the balance of the Debt shall be due, and without prejudice to the right of Lender
thereafter to bring an action of foreclosure, or any other action, for a default or defaults by
Borrower existing at the time such earlier action was commenced.

         Section 8.6  OTHER RIGHTS, ETc. (a) The failure of Lender or Trustee to insist upon
strict performance of any term hereof shall not be deemed to be a waiver of any term of this
Security Instrument. Borrower shall not be relieved of Borrower’s obligations hereunder by
reason of (i) the failure of Lender or Trustee to comply with any request of Borrower or any
guarantor or indemnitor with respect to the Loan to take any action to foreclose this Security
Instrument or otherwise enforce any of the provisions hereof or of the Note or the other Loan
Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property,
or of any person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation
by Lender extending the time of payment or otherwise modifying or supplementing the terms of
the Note, this Security Instrument or the other Loan Documents.      It is agreed that the risk of
loss or damage to the Property is on Borrower, and Lender shall have no liability whatsoever for
decline in the value of the Property, for failure to maintain the Policies, or for failure to
determine whether insurance in force is adequate as to the amount of risks insured.     Possession
by Lender shall not be deemed an election of judicial relief if any such possession is requested or
obtained with respect to any Property or collateral not in Lender’s possession.

       ()      Lender may resort for the payment of the Debt to any other security held by
Lender in such order and manner as Lender, in its discretion, may elect. Lender or Trustee may
take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without
prejudice to the right of Lender or Trustee thereafter to foreclose this Security Instrument.   The
tights    of Lender       or Trustee     under this Security        Instrument   shall be separate,      distinct and
cumulative and none shall be given effect to the exclusion of the others.                       No act of Lender or
Trustee shall be construed as an election to proceed under any one provision herein to the
exclusion of any other provision.            Neither Lender nor Trustee shall be limited exclusively to the
rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter
afforded at law or in equity.

           Section 8.7          RIGHT TO RELEASE ANY PORTION OF THE PROPERTY.                    Lender may release
any portion of the Property for such consideration as Lender may require without, as to the
remainder of the Property, in any way impairing or affecting the lien or priority of this Security
Instrument, or improving the position of any subordinate lienholder with respect thereto, except
to the extent that the obligations hereunder shall have been reduced by the actual monetary
consideration, if any, received by Lender for such release, and may accept by assignment, pledge
or otherwise      any      other property      in place    thereof as Lender         may     require   without     being
accountable for so doing to any other lienholder.                   This Security Instrument shall continue as a
lien and security interest in the remaining portion of the Property.

        Section 8.8     RiGHT oF ENTRY. Upon reasonable notice to Borrower, Lender and its
agents shall have the right to enter and inspect the Property at all reasonable times.

           Section 8.9          BANKRUPTCY.     (a) Upon or at any time after the occurrence of an Event of
Default, Lender shall have the right to proceed in its own name or in the name of Borrower in
respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including,
without limitation, the right to file and prosecute, to the exclusion of Borrower, any proofs of
claim, complaints, motions, applications, notices and other documents, in any case in respect of
the lessee under such Lease under the Bankruptcy Code.      If there shall be filed by or against
Borrower a petition under 11 U.S.C. §101 et seq., as the same may be amended from time to
time (the “Bankruptcy Code”), and Borrower, as lessor under any Lease, shall determine to
reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give
Lender not less than ten (10) days’ prior notice of the date on which Borrower shall apply to the
bankruptcy court for authority to reject the Lease. Lender shall have the right, but not the
obligation, to serve upon Borrower within such ten-day period a notice stating that (i) Lender
demands that Borrower assume and assign the Lease to Lender pursuant to Section 365 of the
Bankruptcy Code and (ii) Lender covenants to cure or provide adequate assurance of future
performance under the Lease.               If Lender serves upon Borrower the notice described in the
preceding     sentence,     Borrower shall not seek to reject the Lease and shall comply with the
demand provided for in clause (i) of the preceding sentence within thirty (30) days after the
notice shall have been given, subject to the performance by Lender of the covenant provided for
in clause (ii) of the preceding sentence.

          Section 8.10          SUBROGATION.     If any or all of the proceeds of the Note have been used to
extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to
the extent of the funds so used, Lender shall be subrogated to all of the rights, claims, liens,
titles, and interests existing against the Property heretofore held by, or in favor of, the holder of
such     indebtedness     and    such   former rights,    claims,    liens, titles, and    interests, if any,    are not
waived but rather are continued in full force and effect in favor of Lender and are merged with
the lien and security interest created herein as cumulative security for the repayment of the Debt,
the performance and discharge of Borrower’s obligations hereunder, under the Loan Agreement,
the Note    and the other Loan    Documents    and the performance    and discharge    of the Other
Obligations.

                              Article 9 - ENVIRONMENTAL HAZARDS

        Section 9,1     ENVIRONMENTAL     COVENANTS.      Borrower   has provided representations
and warranties regarding environmental matters set forth in Section 12.1 of the Loan Agreement
and shall comply with the covenants regarding environmental matters set forth in Section 12.2 of
the Loan Agreement.

       Section 9.2    LENDER'S RIGHTS. Provided that Lender has reasonable evidence that an
environmental condition exists at the Property, Lender and any other person or entity designated
by Lender, including but not limited to any representative of a Governmental Authority, and any
environmental consultant, and any receiver appointed by any court of competent jurisdiction,
shall have the right, but not the obligation, to enter upon the Property at all reasonable times
upon prior notice to Borrower to assess any and all aspects of the environmental condition of the
Property and its use, including but not limited to conducting any environmental assessment or
audit (the scope of which shall be determined in Lender’s sole discretion) and taking samples of
soil, groundwater or other water, air, or building materials, and conducting other invasive testing.
Borrower shall cooperate with and provide access to Lender and any such person or entity
designated by Lender.

                                       Article 10 - WAIVERS

        Section 10.1 MARSHALLING AND OTHER MATTERS.             Borrower hereby waives, to the
extent permitted by law, the benefit of all Legal Requirements now or hereafter in force
regarding appraisement, valuation, stay, extension, reinstatement and redemption and all rights
of marshalling in the event of any sale hereunder of the Property or any part thereof or any
interest therein.   Further, Borrower hereby expressly waives any and all rights of redemption
from sale under any order or decree of foreclosure of this Security Instrument on behalf of
Borrower, and on behalf of each and every person acquiring any interest in or title to the
Property subsequent to the date of this Security Instrument and on behalf of all persons to the
extent permitted by Legal Requirements.

        Section 10.2 Walver or Notice. Borrower shall not be entitled to any notices of any
nature whatsoever from Lender or Trustee except with respect to matters for which this Security
Instrument or the Loan Agreement specifically and expressly provides for the giving of notice by
Lender or Trustee to Borrower and except with respect to matters for which Borrower is not
permitted by Legal Requirements to waive its right to receive notice, and Borrower hereby
expressly waives the right to receive any notice from Lender with respect to any matter for which
this Security Instrument does not specifically and expressly provide for the giving of notice by
Lender or Trustee to Borrower.

        Section 10.3.   WAIVER OF STATUTE OF LIMITATIONS.       Borrower hereby expressly waives
and releases to the fullest extent permitted by law, the pleading of any statute of limitations as a
defense to payment of the Debt or performance of its Other Obligations.
Section 10.4 SOLE DISCRETION OF                LENDER.      Whenever pursuant to this Security
Instrument, Lender exercises any right given          to it to approve or disapprove, or any arrangement
or term is to be satisfactory to Lender, the         decision of Lender to approve or disapprove or to
decide whether arrangements or terms are             satisfactory or not satisfactory shall (except as is
otherwise specifically herein provided) be in the sole discretion of Lender a