EXHIBIT 10.12

Exhibit 10.12

This Instrument was Prepared By

and After Recording, Return To: Hannah Finnegan

Duggan Shadwick Doerr & Kurlbaum LLC 9101 W. 170th Street, Suite 200 Overland Park, Kansas 66210

(913) 498-3536

THE ABOVE REFERENCED PREPARER AFFIRMS, UNDER THE PENALTIES FOR PERJURY, THAT SHE HAS TAKEN REASONABLE CARE TO REDACT ANY SOCIAL SECURITY NUMBER IN THIS DOCUMENT, UNLESS REQUIRED BY LAW.

NOTICE: THIS MORTGAGE SECURES THE PAYMENT OF PRINCIPAL, INTEREST AND OTHER OBLIGATIONS AS PROVIDED HEREIN.

THIS MORTGAGE SECURES FUTURE ADVANCES AND FUTURE OBLIGATIONS TO THE SAME EXTENT AS IF SUCH FUTURE ADVANCES AND OBLIGATIONS WERE MADE ON THE DATE OF EXECUTION OF THIS MORTGAGE (IT BEING UNDERSTOOD THAT LENDER IS NOT UNDER ANY OBLIGATION TO MAKE ANY FUTURE ADVANCE EXCEPT AS SPECIFICALLY SET FORTH IN THE NOTE OR HEREIN), PROVIDED, HOWEVER, THAT ANY SUCH FUTURE ADVANCES OR OBLIGATIONS SHALL BE SECURED BY THIS MORTGAGE UP TO THE MAXIMUM AGGREGATE AMOUNT OF $16,420,000.00 OUTSTANDING AT ANY TIME.

NOTICE: THE STATED MATURITY DATE OF THE NOTE DESCRIBED HEREIN IS OCTOBER 1, 2030. NOTICE: THE NON-DEFAULT INTEREST RATE UNDER THE NOTE IS FIXED AT 6.25% PER ANNUM. NOTICE: THIS INSTRUMENT SHALL BE DEEMED TO CONSTITUTE A CONTINUOUSLY PERFECTED FIXTURE FILING TO BE FILED OF RECORD IN THE OFFICE OF THE RECORDER OF HAMILTON COUNTY, INDIANA, AND GRANTED PURSUANT TO IC 26-1-9.1-502 AND 26-1-9.1-515, AND THE TERMS AND PROVISIONS HEREOF.

THIS INSTRUMENT WAS PREPARED AND EXECUTED OUTSIDE THE STATE OF INDIANA.

MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING

THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (“Mortgage”) is made as of October 28, 2025, by PC Indiana Carmel LLC, an Indiana limited liability company ("Borrower" or “Mortgagor’), to and for the benefit of Academy Bank, N.A., KC Tower, 1201 Walnut Street, Suite 1100, Kansas City, Missouri 64106 ("Lender" or “Mortgagee”).

WHEREAS, This Mortgage is given to secure a loan to Borrower in the amount of $8,210,000.00 (‘Loan’), and, in connection therewith, Borrower has issued, executed and delivered to Lender on or

about even date herewith one or more Promissory Notes in the same cumulative amount (individually and collectively, the “Note”), together with interest thereon at the rate provided for in the Note, and payable in the manner and at the times therein set forth; and

WHEREAS, This Mortgage also secures payment of unpaid balances of all advances by Mortgagee made for payment of taxes, assessments, insurance premiums or costs incurred for the protection of the mortgaged Premises (as hereinafter defined), and any interest thereon.

WHEREAS, Borrower is executing and delivering this Mortgage for the purpose of securing the prompt and full payment and satisfaction of all of the following debts, liabilities, indebtedness and obligations of Borrower to Lender (collectively, the “Indebtedness”): (i) all sums of principal, interest, prepayment premiums, if any, costs, fees, charges, expenses and attorneys’ fees and other moneys due or to become due under the Note, this Mortgage, all other documents and instruments executed or to be executed in connection with the Loan and all extensions, renewals, increases, reductions, refinancing, amendments, consolidations, modifications or supplements from time to time of any of such documents and instruments (collectively, the “Loan Documents’), (ii) Borrower's performance and observance of, and compliance with, all of the terms, covenants, conditions, stipulations and agreements contained in the Loan Documents, and (iii) all other debts, liabilities, indebtedness and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, joint, several, joint and several, primary or secondary, due or to become due, now existing or hereafter arising, regardless of how they arise or by what agreement or instrument, whether or not contemplated by the parties at the time of granting the liens and security interests under this Mortgage, and all obligations to perform acts and refrain from taking action, such as obligations to pay money including, without limitation, all interest, fees, charges and expenses.

WITNESSETH, That Borrower, in consideration of the debt hereinafter mentioned and created and in further consideration of the sum of $1 to it paid by the said Lender, receipt of which is hereby acknowledged, by these presents, irrevocably and absolutely MORTGAGES, GRANTS, TRANSFERS, ASSIGNS, BARGAINS, WARRANTS, and SELLS, CONVEYS and CONFIRMS, with power of sale and right of entry and possession, and with GENERAL WARRANTY unto the said Lender, with mortgage covenants, all that estate as described in Exhibit A in and to that lot, piece, parcel, or tract of land ("Land") with the buildings, structures and improvements now thereon or that may hereafter be erected thereon ("Improvements"), situate, lying and being in the County of Hamilton, State of Indiana, described on the attached Exhibit A, which is made a part hereof, and possession of said Land and Improvements are now delivered unto said Lender.

Borrower, as further and additional security, hereby mortgages and pledges and grants a security interest in all items of personal property located on the above-described Land and Improvements and owned by Borrower which are not fixtures or appurtenances as described in the paragraph immediately below and which are used or useful in the operation of the interest of Borrower in the Land and Improvements, including all extensions, additions, improvements, betterments, renewals and replacements thereof now or to be constructed and located on the above described Land and Improvements including all other personal property hereafter acquired by Borrower and located on said Land and Improvements, including, without limitation, the personal property described on Exhibit B attached hereto and made a part hereof, including replacements of the above described mortgaged personal property so described and acquired after the date of this Mortgage, it being understood that the lien granted herein shall continue in force until the Note secured hereby is paid in full. All of the foregoing mortgaged personal property shall hereinafter be defined as "Personal Property”.

TOGETHER WITH all fixtures and appurtenances owned by Borrower ("Fixtures"), the same being defined hereinafter as all articles of property which are or shall be in some manner annexed or attached to the above described Land and Improvements or which are adapted to the proper use of any or placed within such Improvements, including, but not limited to, all machinery, apparatus, equipment, fittings, fixtures, whether actually or constructively attached to said property and including all trade, domestic and ornamental fixtures now or hereafter located in, upon or under said Land and Improvements or any part thereof and used or usable in connection with any present or future operation of said Land or Improvements, including, but not

limiting the generality of the foregoing, all heating, water, light, air conditioning, sprinklers, freezing, lighting, laundry, incinerating and dynamo and generating equipment, engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing and plumbing fixtures, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating and communications apparatus, boilers, ranges, furnaces, oil burners or units thereof, appliances, vacuum cleaning systems, elevators, escalators, fork lifts or similar equipment, shades, awnings, screens, storm doors and windows, gas and electric fixtures, mantels, built-in mirrors, cabinets, partitions, ducts and compressors, rugs and carpets, draperies, furniture and furnishings, shrubbery and plants, and all other goods and property which may be included within the definition of fixtures and appurtenances described above in that they are in some manner annexed and attached to the above described Land or are adapted to the proper use of any or all Improvements erected on such Land or are placed within such Improvements and owned by Borrower; and all of the above goods and property described immediately above, by virtue of such annexation and adaptation, are and shall at all times be deemed Fixtures and an accession to the freehold and a part of the Land described above.

TOGETHER WITH all estates and rights of Borrower in and to the above-described Land, Improvements, Personal Property and Fixtures and all buildings, structures, improvements, access rights, easements, rights of way or use, servitudes, licenses, tenements, hereditaments and appurtenances now or hereafter belonging or pertaining to Borrower or to the Land, improvements, Personal Property and Fixtures.

TOGETHER WITH all rents, issues, profits and avails now due or which may hereafter become due under and by virtue of any leasing, whether written or verbal, or any letting of, or any agreement for the use or occupancy of the above-described Land or Improvements or any part thereof which may have been heretofore or may be hereafter made or agreed to by Borrower.

AND TOGETHER WITH any and all awards made to Borrower and any future owners of the premises by any governmental or other lawful authorities for the taking or damaging by eminent domain all of the whole or any part of the Land and Improvements, including any awards for any changes of grade of Streets.

TO HAVE AND TO HOLD THE SAME unto Lender, its successors and assigns, together with all and singular the tenements, hereditaments and appurtenances thereunto belonging, and all the estate, right, title and interest of said Borrower in and to the said described Land, Improvements, Personal Property, Fixtures and the streets and alleys adjoining or adjacent to the same (all of which said Land, Improvements, Personal Property, Fixtures and additional security as described above may hereinafter sometimes be referred to individually and collectively as the “"Premises"), and Borrower for itself, its successors and assigns, does covenant with Lender, its successors and assigns, that it is lawfully seized of the Premises and has the right to sell and convey the same; that it owns good and marketable fee simple title; that the Premises are free from all encumbrances other than Permitted Encumbrances (as hereinafter defined): and that Borrower will warrant and defend the title to the same against all lawful claims not hereinbefore specifically excepted.

AND without limiting the foregoing, the Borrower hereby grants to the Lender a security interest in all of its present and future "accounts", "equipment" and "general intangibles" (as such quoted terms are defined in the Uniform Commercial Code of the State of Indiana) and contract rights arising from or related to the Land and/or Improvements or the operation thereof, and the Lender shall have, in addition to all rights and remedies provided herein, and in any other agreements, commitments and undertakings made by the Borrower to the Lender, all of the rights and remedies of a "secured party" under such Uniform Commercial Code. To the extent permitted under applicable law, this Mortgage shall be deemed to be a "security agreement" (as such quoted term is defined in such Uniform Commercial Code).

WHEREAS, the Note shall be paid at the office of Lender, KC Tower, 1201 Walnut Street, Suite 1100, Kansas City, Missouri 64106, or such other place as the legal holder of the said Note secured by this Mortgage may from time to time in writing designate, payable as set forth in said Note.

It being expressly agreed that the whole of said Indebtedness evidenced by the Note shall at the option of the Lender or holder of said Note become due and payable as provided therein after an Event of Default.

This Mortgage is intended to secure future advances made under the Note, hereunder, and/or under the other Loan Documents described in the Note, and all modifications, extensions and renewals of any of the foregoing, with the same priority as if made on the day of execution of this Instrument, up to a maximum amount of $16,420,000.00, pursuant to Indiana Code § 32-29-1-10. The maximum amount stated in the preceding sentence does not affect or alter the principal amount that Mortgagor is entitled to borrow under the Note and/or under any of the Loan Documents, and may be in excess of permitted borrowing to cover expenses, accrued interest, costs of collection and the like. Nothing in this provision requires Lender to make any future advances, and Borrower represents that Lender has not promised to do so.

And Borrower does hereby covenant, promise and agree to and with Lender as follows: ARTICLE | - COVENANTS, AGREEMENTS, WARRANTIES OF BORROWER

Borrower has agreed and does by these presents covenant and agree to perform and fulfill all of the provisions hereof and of the Note secured hereby, including specifically but without limiting the generality of the foregoing:

(1.1) Borrower will duly and punctually pay each and every installment of principal and interest on the Note, all payments due at maturity, and all other sums due hereunder (hereinafter the debts and obligations owed hereunder and under the Note shall be collectively and individually referred to as the “Indebtedness” or "the Indebtedness Secured Hereby", as and when the same shall become due, and shall duly and punctually perform and observe all of the covenants, agreements and provisions contained herein, in the Note and any other instrument given as security for the payment of the Note.

(1.2) Borrower will pay when due and before any penalty attaches all general and special taxes, water charges, sewer charges, and other fees, taxes, and similar governmental charges and assessments of every kind and nature whatsoever, whether or not assessed against Borrower, the Premises or any interest therein, or in connection with the Indebtedness Secured Hereby, or any obligation or agreement secured hereby and will upon demand furnish to the Lender proof of the payment of any such taxes, assessments and charges. In the event that the Borrower has deposited in escrow sums required by the Lender under Paragraph (1.9) hereof, Borrower shall nevertheless be required to pay any deficiencies or amounts required in addition to the amounts so deposited in escrow to completely pay and discharge the obligations of Borrower for payment of such taxes, assessments and other similar governmental charges and assessments as hereinabove stated. Borrower shall not be obligated to pay any income tax, profits tax, excise tax or other tax or charge that may be payable by Lender, excepting only such which may be levied against such income expressly as and for a specific substitute for taxes on the Premises and then only in an amount computed as if Lender derived no income from any source other than its interest hereunder. In the event of a court decree or an enactment after the date hereof by any legislative authority having jurisdiction over the Premises of any law deducting from the value of real estate for the purposes of taxation any lien thereon or imposing upon a mortgagee (including beneficiaries of deeds of trust) the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Borrower, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or a mortgagee's interest in mortgaged premises, or the method of collecting taxes, so as to affect the Mortgage or the Note or Lender, then, in any such event, the entire Indebtedness Secured Hereby shail thereupon immediately become due and payable at the option of Lender, to the extent permitted under applicable law.

(1.3) Borrower shall not be required to pay, discharge or remove any tax, assessment, tax lien, imposition or charge upon or against the Premises, or any part thereof, or resolve any zoning or ordinance violations so long as Borrower shall not be in default hereunder and shall in good faith contest the same or the validity thereof by appropriate legal proceedings which shall operate to prevent the collection of the tax, assessment, lien or imposition so contested and/or the sale of the Premises, or any part thereof, to satisfy the same; provided, that Borrower shall, prior to the date such tax, assessment, lien, imposition or charge is due and payable, have given such security as may be reasonably demanded by Lender to insure such payments and prevent any sale or forfeiture of the Premises by reason of such nonpayment; provided, however that the

foregoing security shall only be required to the extent that such tax contest is initiated by Borrower and not any Tenants under the Leases. Any such contest shall be prosecuted by Borrower with commercially reasonable diligence and Borrower shall promptly after final determination thereof pay the amount of any such taxes, assessments, liens, impositions or charges so determined, together with all interest and penalties which may be payable in connection therewith. Notwithstanding the provisions of this Section 1.3, Borrower shall (and if Borrower shall fail so to do, Lender may, but shall not be required to) pay all such taxes, assessments, liens, impositions or charges notwithstanding such contest if in the reasonable opinion of Lender the Premises shall be in jeopardy or in danger of being forfeited or foreclosed. Any such payments made by Lender may be made out of any escrows held by Lender pursuant to this Mortgage, and if such escrows are insufficient for these purposes any sums expended by Lender in excess of such escrows shall be so much additional Indebtedness Secured Hereby and shall be due and payable on demand together with interest thereon at the rate specified in the Note.

(1.4) Borrower shall keep all Improvements in good and substantial repair and tenantable condition, reasonable wear and tear excepted; Borrower shall promptly pay any debt, claim or other charge or repairs or improvements that may have been made or may hereafter be made on, or which may become a lien against the Premises or any part thereof. Except for Permitted Encumbrances (as hereinafter defined), Borrower shall not permit any lien or encumbrance of any kind which may be or become superior to this Mortgage, to accrue or remain on the Premises or any part thereof. As used herein “Permitted Encumbrances” means, collectively, (i) the liens and security interests created by the Loan Documents, (ii) all liens, encumbrances and other matters actually existing as of the Closing Date and disclosed to Lender in the Title Insurance Policy delivered to Lender at Closing Date, (iii) liens, if any, for real estate taxes imposed by any governmental authority not yet due or delinquent, and (iv) such other title and survey exceptions as Lender has approved in writing in Lender's sole discretion after Closing. If any law or ordinance requires or shall hereafter require the demolition of any portion of any building remaining on said Premises after a partial loss by fire before the same may be rebuilt, Borrower shall keep Lender insured against loss by reason of the cost of such demolition, reasonable wear and tear and damage by fire only excepted, hereby granting to Lender in the event of foreclosure full authority as attorney irrevocable of Borrower (i.e. power of attorney) to cancel such insurance and retain the return premiums thereof, provided, however, that notwithstanding the foregoing, Borrower shall only be obligated to maintain such insurance in the event that the Premises or its improvements are considered legally non-conforming under the applicable law or ordinance.

(1.5) Borrower shall not permit or suffer any strip or waste of the mortgaged Premises, nor permit or suffer any violation of any law, ordinance, governmental rule or regulation affecting the same or the use thereof. Borrower agrees to pay all sums, including out-of-pocket costs and attorney's fees which Lender may incur in any proceedings to prevent the commission of waste.

(1.6) Borrower shall retain in full force and effect and not allow to lapse or be revoked any licenses issued by any agency to Borrower for the operation by Borrower of any business on the Premises.

(1.7) The Lease affecting the Premises is assigned to Lender and all rents, issues and profits of the Premises are hereby pledged as additional security for the Indebtedness Secured Hereby and Lender shall have the right, at any time after default in the payment of the Indebtedness Secured Hereby or in the performance of any of the terms, covenants and conditions of this Mortgage, in each case, beyond all applicable notice and cure periods, and without regard to the adequacy of security for the Indebtedness Secured Hereby and with or without the appointment of a receiver, to enter upon and take possession of the Premises without notice and collect such rents, issues and profits, and apply the same less the cost of operation, maintenance and repair and collection, management and attorney fees, in reduction of any Indebtedness Secured Hereby in such order or proportion as Lender may determine. Borrower shall perform and observe all obligations imposed upon Borrower under any leases of the Premises described herein and shall not do or permit to be done anything to impair the security thereof, and in the Event of Default hereunder, Borrower shall assign to Lender upon the demand of Lender any and all leases of the Premises described herein and also Borrower's rights under any subleases thereof and any and all rents and income from said leases or subleases, and for the purpose of making such assignments Borrower hereby grants the power and authority to and constitutes and appoints said Lender or such persons as may be designated by it, the attorney irrevocable of Borrower to make such assignments of then existing leases, and agrees that after

such assignments Lender may modify and otherwise deal with all such leases or subleases with the same power and discretion which Lender would have if it were the owner, and free from any trust.

(1.8) Borrower shall not execute any lease on the Premises described herein or any part thereof providing for payment of rent for more than one (1) month in advance without the express consent in writing by Lender.

(1.9) Borrower shall deposit, with Lender, upon Lender's request, a sum sufficient to provide for payment of the annual charges for real estate taxes, including special assessments and any other charges against the Premises by governmental or quasi-governmental bodies (collectively, "Taxes") and annual insurance premiums on all policies required in Section 1.15 hereof (collectively, "Premiums") affecting the Premises, both as reasonably estimated by Lender, and thereafter Borrower shall deposit with Lender, together with and in addition to the monthly payments of principal and interest provided for in the Note, one- twelfth (1/12'") of the annual amount of said Taxes and one-twelfth (1/12!") of the annual amount of said Premiums, both as estimated by Lender, to be held by Lender and used to pay said Taxes and Premiums when the same fall due. If at any time Lender estimates in its reasonable discretion that the funds held for such purposes are insufficient Borrower shall, within ten (10) days of written demand, pay such additional sums as Lender shall determine to be reasonably necessary to cover the next required payments for both Taxes and Premiums. Upon and during the continuance of an Event of Default hereunder, Lender may, at its aption, apply the amounts described in this Section to the Indebtedness in such manner as Lender may elect, and Borrower shall immediately reimburse Lender for the amounts so applied. No interest shall accrue to Borrower upon any sums deposited with Lender pursuant to this Section. Borrower grants Lender a lien on and security interest in any account established with Lender, and all proceeds thereof, for maintenance of such escrow payments. Notwithstanding the foregoing, Lender shall waive the requirement to deposit Taxes and Premiums so long as (1) Borrower promptly provides Lender with satisfactory evidence that all such Taxes and Premiums are paid when due, and (2) an Event of Default has not occurred hereunder.

(1.10) Borrower shall pay within ten (10) days of written demand to Lender, or Lender may at its option add to the principal balance then due any sums advanced or paid by Lender on account of any Event of Default hereunder of whatever nature by Borrower for taxes, repairs, insurance or any sums paid by Lender, including out-of-pocket attorney's fees in prosecuting, defending or intervening in any legal or equita- ble proceeding wherein any of the rights created by this Mortgage are in the sole judgment of Lender jeopardized or in issue, and Lender may apply to any of these purposes any sums paid hereunder by Borrower as described in the Note.

(1.11) Borrower shall remain liable upon the covenants herein and in any other instruments securing the Note and upon the Note secured hereby notwithstanding any forbearance, extension or other indulgence given by Lender to any future owner of the Premises, obligor, co-borrower, guarantor or other person, notice of any such forbearance, extension or other indulgence being hereby expressly waived.

(1.12) Borrower agrees to use commercially reasonable efforts to appear in and defend any suit, action or proceeding that affects the value of the Premises, the Indebtedness Secured Hereby or the rights or powers of Lender and should Lender elect also to appear in or defend any such action or proceeding following the occurrence and during the continuance of an Event of Default, or should Lender be made a party to such action by reason of this Mortgage, Borrower will, at all times, indemnify, defend, hold harmless, and within ten (10) days of written demand reimburse Lender from any and all loss, damage (excluding punitive damages, except to the extent payable to a third party), expense or cost arising out of or incurred in connection with any such suit, action or proceeding, including costs of evidence of title and out-of-pocket attorney's fees, and the sum of all such expenditures shall become so much additional Indebtedness Secured Hereby and shall be due and payable within ten (10) days of written demand together with interest thereon at the rate specified in the Note.

(1.13) Borrower agrees upon request by the Lender that it will execute and deliver such further instruments, and assurances and will do such further acts as may be reasonably necessary to carry out more effectively the purposes of this Mortgage and without limiting the foregoing, to make subject to the lien hereof

any property agreed to be subjected hereto or covered by the granting clauses hereof, or intended so to be. Borrower agrees to pay any recording fees, filing fees, stamp taxes or other charges arising out of or incident to the filing or recording of this Mortgage, such further instruments and assurances or the issuance and delivery of the Note.

(1.14) Borrower shall keep, at Borrower's expense, adequate records and books of account in accordance with generally accepted accounting principles. Upon reasonable prior notice, Borrower shall permit Lender, Lender's employees, agents, accountants, and attorneys, to examine and make extracts from Borrower's records and books at such reasonable times as Lender may request. Borrower shall provide, and shall cause any Guarantor to provide, Lender copies of Borrower's (and Guarantor’s):

(a) annual year-end financial statements (or a personal financial statement, if for an individual), certified by Borrower or any Guarantor that is an entity, as applicable as true, accurate and complete, on or before April 30 of the immediately following year;

(b) copies of Borrower's and Guarantor’s filed federal income tax returns within thirty (30) days after filing with the Internal Revenue Service, including copies of all schedules and amendments;

(c) annual operating statement for the Premises on or before April 30 of the following year; and

(d) documents reflecting such other information regarding Borrower's operations, business, affairs, and financial condition as Lender may reasonably require at any time, including without limitation, evidence supporting Borrower's liquidity.

The financial statements provided by any entity pursuant to clause (a) shall include at least a balance sheet dated as of the applicable year end, a profit and loss or income and expense statement for the most recent calendar year end, a statement of all contingent liabilities as of the date of the balance sheet, and all other financial information reasonably requested by Lender and available to Borrower, all in form and content reasonably satisfactory to Lender.

(1.15) Borrower agrees to maintain (or cause to be maintained) until the Indebtedness Secured Hereby has been paid in full, the following insurance policies:

(a) Property and casualty insurance to keep the Premises insured against loss by fire, lightning and such other risks customarily covered by Standard Extended Coverage endorsement together with a vandalism and malicious mischief endorsement or an all perils endorsement in an amount not less than the full replacement cost of all such improvements, including the cost of debris removal, and satisfactory to Lender; :

(b) Comprehensive General Liability insurance in amounts satisfactory to Lender;

(c) If the Premises are now or hereinafter determined to be in a "flood plain area” as defined by the Federal Insurance Administration pursuant to the Federal Flood Disaster Protection Act of 1973 (PL-93- 234) or any similar agency or law, Federal Flood Insurance in maximum amounts obtainable up to the prin- cipal amount of the balance due under the Indebtedness Secured Hereby;

(d) Rental Insurance coverage sufficient for 12 months; and

(e) If there be any pressure-fired vessels within the Premises, Broad Form Boiler and Machinery Insurance on all Fixtures and objects customarily covered by such insurance and providing for the full repair and replacement cost coverage.

All of said insurance to name Lender as an insured under a standard mortgagee loss payable clause (New York Standard Clause) acceptable to Lender, with Lender and its successor or assigns to be named as the sole mortgagee, and to be from companies qualified to do business in the State of Indiana and satisfactory to Lender and containing clauses therein requiring thirty (30) days prior written notice of

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cancellation thereof to be given to Lender. Borrower shall provide Lender with all insurance certificates in a form acceptable to Lender with and made payable to Lender in case of loss. Borrower hereby irrevocably makes, constitutes and appoints Lender as its true and lawful attorney-in-fact and hereby authorizes Lender to take any and all action with respect to the insurance policies and proceeds which is necessary to protect Lender's interests, including without limitation, the full power and right to make proof of loss, to collect proceeds for Borrower and Lender, to settle and compromise claims or to appear in and prosecute any action to recover thereunder, and, subject to Article Ill, in Lender's discretion to apply the net proceeds therefrom after deducting all costs of collections, including attorneys’ fees, in reduction of the Indebtedness Secured Hereby or, the Lender may elect to apply the net proceeds toward repair, reconstruction or restoration of the Premises. In event of foreclosure, Lender is hereby authorized to assign Lender's rights in each such policy to the transferee of said Premises hereby appointing said Lender attorney irrevocable so to do or, if Lender shall so elect, to cancel or transfer such insurance and to retain any premiums or proceeds and to apply same to the Indebtedness Secured Hereby.

Unless Borrower provides Lender evidence of the insurance coverage required under this Mortgage, Lender may purchase insurance at Borrower's expense to cover Lender's interest in the Premises. The insurance may, but need not, protect Borrower's interest. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim that is made against Borrower in connection with the Premises. Borrower may later cancel any insurance purchased by Lender, but only after providing Lender with evidence that Borrower has obtained insurance as required by this Mortgage. lf Lender purchases insurance for the Premises, Borrower will be responsible for the costs of such insurance, including, without limitation, interest and any other charges which Lender may impose in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Indebtedness. The cost of the insurance may be more than the cost of insurance Borrower may be able to obtain on its own.

(1.16) Except for the substances disclosed in written reports previously disclosed to Lender:

(a) Neither Borrower nor, to the best knowledge of Borrower, any other person has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under or at the Premises or any part thereof or into the atmosphere or any watercourse, body of water or wetlands or any other real prop- erty legally or beneficially owned (or any interest or estate in which is owned) by the Borrower (including, without limitation, any property owned by land trust the beneficial interest in which is owned, in whole or in part, by Borrower), and neither the Premises nor any part thereof has ever been used (whether by Borrower or, to the best knowledge of Borrower, by any other person) as a treatment, storage or disposal (whether permanent or temporary) site for any Hazardous Material. For purposes of this Agreement, “Hazardous Material" means and includes any hazardous substance or any pollutant or contaminant defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so called "Superfund" or "Superlien" law, the Toxic Substances Control Act, or any other Federal, state or local statute, law, ordinance code, rule, regulation, order or decree, regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect, asbestos or any substance or compound containing asbestos, or any other hazardous, toxic or dangerous, waste, substance or material.

(b) Borrower will not place, hold, locate or dispose of on, under or at the Premises or any part thereof or into the atmosphere or any watercourse, body of water or wetlands or any other real property adjacent to the Premises, any Hazardous Material, nor will Borrower permit or cause any other person to do any of the aforesaid.

(c) Borrower hereby indemnifies and defends the Lender and agrees to hold the Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever for any occurrence, including attorneys’ fees, paid, incurred or suffered by, or asserted against Lender for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, the Premises or into or upon the land, the atmosphere, or any watercourse, body of water or wetland of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or

arising under the Comprehensive Environmental Response, Compensation and Liability Act, any so-called "Superfund" or "Superlien" law, or any other Federal, state or local statute, law, ordinance, code, rule, regula- tion, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Material).

(1.17) Borrower is the landlord under those certain leases, agreements, and subleases (each a "Lease" and collectively the “Leases”) with the tenants and subtenants (each a "Tenant") shown on Exhibit C attached hereto and made a part hereof. The Leases are in full force and effect as of the date hereof. Borrower has assigned and conveyed to Lender all of its rights under the Leases and to the rents and revenues derived therefrom pursuant to an Assignment of Leases and Rents (“Assignment”) of even date herewith. Borrower agrees to notify Lender of any default by either Borrower or any Tenant under the Leases, or of any expiration or termination of the Leases, or in the event any Tenant surrenders possession of the Premises or closes its business operations. Any reference to “Lease” herein shall be deemed to mean each and every lease, sublease, service agreement, operating agreement, and lease guaranty which affects the Premises currently or hereafter.

(1.18) Borrower hereby represents and warrants that the Premises is in compliance with all federal, state or municipal laws, ordinances, rules and regulations currently in existence governing accessibility for the disabled or handicapped, including, but not limited to, the Architectural Barriers Act of 1968, the Rehabilitation Act of 1973, the Fair Housing Act of 1988, and the Americans with Disability Act of 1990, as any may be amended, as well as any other accessibility code, law or regulation in the city, county and state in which the Premises is located and regulations and guidelines promulgated under any of the foregoing, as the same may be amended from time to time (the “Accessibility Laws”). Borrower shall comply with all Accessibility Laws now or hereafter in existence as they affect the Premises and shall cause all tenants of the Premises to comply with all Accessibility Laws. Borrower shall jointly and severally indemnify, defend and hold harmless Lender against, shall hold Lender harmless from, and shall reimburse Lender for, any and all claims, demands, judgments, penalties, liabilities, costs, damages (excluding punitive damages, except to the extent payable to third parties) and out-of-pocket expenses incurred by Lender, including reconstruction, or modeling and rehabilitation costs, court costs and attorney’s fees (prior to trial, at trial and on appeal), in any action, administrative proceeding or negotiates against or involving any of the Lender, resulting from any breach of the foregoing covenants of this paragraph, from the incorrectness or untruthfulness of any warranty or representation set forth herein, from a failure by Borrower to perform any of its obligations hereunder with respect to the Accessibility Laws, or from the breach of any Accessibility Law on or at the Premises, it being the intent of Borrower and Lender that Lender shall have no liability for damage or injury with respect to a breach of the Accessibility Laws as they concern or effect the Premises, except to the extent of Lender's gross negligence or willful misconduct.

(1.19) Borrower will protect, indemnify, save harmless and defend Lender from and against any and all liabilities, obligations, claims, damages (excluding punitive damages, except to the extent payable to third parties), penalties, causes of action, out-of-pocket costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Lender by reason of (a) ownership of an interest in the Premises, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower to perform or comply with any of the terms of this Mortgage, (e} performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof made or suffered to be made by or on behalf of Borrower, (f) any negligence or tortious act on the part of Borrower or any of its respective agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Premises; provided, however, that the foregoing indemnity shall not apply to the extent of Lender’s gross negligence or willful misconduct; provided, further, however, that the foregoing indemnity shall not apply to the extent that any situation that would otherwise give rise to liability hereunder arises or accrues after the date on which Lender obtains possession of the Premises, through foreclosure, deed-in-lieu of foreclosure or similar proceeding through the actions or omissions by any party other than Borrower. Borrower will pay and save Lender harmless against any and all liability

with respect to any intangible personal property tax or similar imposition of the State in which the Premises is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Lender in respect of this Mortgage or the indebtedness secured hereby. All amounts payable to Lender under this paragraph shall be payable on demand and shall be deemed Indebtedness secured by this Mortgage and any such amounts which are not paid within ten (10) days after demand therefor shall bear interest at the Default Rate (as defined in the Note) from the date of such demand. In case any action, suit or proceeding is brought against Lender by reason of any occurrence for which Lender is indemnified pursuant to this Section 19, Borrower, upon request of Lender, as the case may be, will, at Borrower's expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counsel designated by Borrower and approved by Lender.

(1.20) Any property management agreement for the Premises entered into hereafter with a property manager shall contain a provision whereby the property manager agrees that any and all mechanics’ or other lien rights that the property manager or anyone claiming by, through or under the property manager may have in any of the Premises shall be subject and subordinate to the lien of this Mortgage and shall provide that Lender may terminate such agreement at any time after the occurrence of an Event of Default hereunder. The failure of any such property management agreement to contain such provisions, however, shall not affect the superiority of this Mortgage. The Mortgage shall be superior in all respects to any and all mechanics’ or other lien rights that the property manager or anyone claiming by, through or under the property manager may have in any of the Premises; Lender may terminate any such property management agreement at any time after the occurrence of an Event of Default hereunder. In addition, if any property management agreement in existence as of the date hereof does not contain a subordination provision, Borrower shall cause the property manager under such agreement to enter into a subordination of the management agreement with Lender, in standard recordable form, whereby such property manager subordinates present and future lien rights and those of any party claiming by, through or under such property manager to the lien of this Mortgage.

(1.21) Unless Lender shall otherwise direct in writing, Borrower shall appear in and defend all actions or proceedings purporting to affect the security hereunder, or any right or power of the Lender. The Lender shall have the right to appear in such actions or proceedings. Borrower shall save Lender harmless from all costs and expenses, including but not limited to, attorneys’ fees and costs, and costs of a title search, continuation of abstract and preparation of survey incurred by reason of any action, suit, proceeding, hearing, motion or application before any court or administrative body in and to which Lender may be or become a party by reason hereof. Such proceedings shall include but not be limited to condemnation, bankruptcy, probate and administration proceedings, as well as any other action, suit, proceeding, right, motion or application wherein proof of claim is by law required to be filed or in which it becomes necessary to defend or uphold the terms of this Mortgage or the Loan Documents or otherwise purporting to affect the security hereof or the rights or powers of Lender. All money paid or expended by Lender in that regard shall be payable by Borrower upon five (5) business days prior written notice, together with interest thereon from date of such payment due date at the Default Rate shall be additional Indebtedness secured hereby and shall be immediately due and payable by Borrower without notice.

(1.22) Borrower shall use commercially reasonable efforts to promptly perform and observe, or cause to be performed and observed, all of the terms, covenants and conditions of all instruments of record affecting the Premises, non-compliance with which may affect the security of this Mortgage, or which shall impose any duty or obligation upon Borrower or any tenant or other occupant of the Premises or any part thereof, and Borrower shall use commercially reasonable efforts to do or cause to be done all things reasonably necessary to preserve intact and unimpaired any and all easements, appurtenances and other interests and rights in favor of or constituting any portion of the Premises.

ARTICLE Il - RIGHTS OF LENDER Borrower has authorized and does by these presents hereby authorize Lender to take the following actions and exercise the following rights, after the failure of Borrower to so do within the time permitted under

the Loan Documents, and add the cost and expenses incurred by Lender to the Indebtedness Secured Hereby:

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(2.1) Lender may pay all taxes and assessments, with interest, costs, penalties and charges accruing thereon, which may at any time be or become a lien on the Premises described herein or any part thereof.

(2.2) Lender may pay the premiums for any insurance required hereunder.

(2.3) Lender may incur and pay expenses in protecting Lender’s rights hereunder and the security hereby granted; to enter upon the Premises and make repairs, procure insurance, and to pay any debt, claim or other charge which Borrower should have made, procured or paid (the receipt of the creditor or proper tax official being conclusive evidence of the amount, validity and fact of payment thereof).

(2.4) Lender may pay any amounts due and owing by borrower to third parties which have a lien or security interest on any portion of the Premises or Collateral described herein.

(2.5) \f Borrower shall fail to comply with any of the covenants or obligations of this Mortgage, the Lender may, but shall not be obligated to, without further demand upon Borrower and without waiving or releasing Borrower from any obligations in this Mortgage contained, remedy such failure on the part of the Borrower, and Borrower agrees to repay upon demand all out-of-pocket sums incurred by Lender in remedying any such failure together with interest thereon at the rate as specified in the Note. All such sums, together with interest as aforesaid shall become so much additional Indebtedness Secured Hereby, but no ‘such advance shall be deemed to relieve Borrower from any failure hereunder. In making any payment authorized hereby, Lender may, after an Event of Default and in order to protect Lender's security, do so without inquiry into the validity or amount of any such obligation.

(2.6) Lender may enter the Premises at all reasonable times and hours and subject to the rights of any tenants under any Leases, for the purpose of inspecting the same; provided, the Lender shall have no duty to make such inspections and shall not incur any liability or obligation for making or not making any such inspection.

(2.7) Without affecting the liability of Borrower or any other party liable for payment of any Indebtedness Secured Hereby or performance of any obligation contained herein, and without affecting the rights of the Lender with respect to any security not expressly released in writing, Lender may, at any time, and without notice to or the consent of any party in interest with the Premises or the Note (a) Release any person liable for payment of all or any part of the Indebtedness Secured Hereby or for performance of any obligation herein, (b) [reserved], (c) Resort to any chattel mortgages, pledges, contracts of guarantee, assignments of rents and leases or other securities, and exhaust any one or more of said securities and the security hereunder, either concurrently or independently and in such orders as it may determine.

Each right, power or remedy herein conferred upon the Lender is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising at law or in equity and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by Lender and shall not be deemed a waiver of its right to exercise at any time thereafter any other right, power or remedy. No delay or omission by the Lender in the exercise of any right, power or remedy accruing hereunder or arising otherwise shall impair any such right, power or remedy or the right of the Lender to resort thereto at a later date or be construed to be a waiver of any default or event of default under this Mortgage or the Note. Any agreement made by Borrower and Lender pursuant to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance. Borrower hereby waives to the full extent it may lawfully do so the benefit of any appraisement, evaluation, stay and extension laws now or hereinafter in force and all rights of marshalling. Lender may add all amounts paid under the foregoing provisions to the principal sum secured hereby, and all of said sums shall be immediately due and payable, shall bear interest at the highest rate permitted to be charged on delinquent installments of principal and interest under the aforesaid Note, and Lender is hereby authorized to apply to any of these purposes or to the repayment of any amount so paid by Lender any sums paid hereunder by Borrower as interest or otherwise.

ARTICLE Ill - CONDEMNATION AND CASUALTY

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(3.1) Borrower has agreed and by these presents does covenant and agree that should the Premises or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or under right of eminent domain, the Lender shall be entitled to all compensation, awards, and any other payment or relief therefor, and shall be entitled at its own option to commence, appear in, and prosecute in its own name any action, or proceedings, or to make any compromise or settlement in connection with such taking or damage, to the extent that such compensation, awards or payment does not exceed the outstanding Indebtedness. Provided, however, in the event Borrower is required under the Lease to make condemnation proceeds available to rebuild, repair or restore the Premises, Lender agrees to make such proceeds available to Borrower for such purposes as long as an uncured Event of Default does not exist at the time the award is paid and the Lease is in full force and effect. Subject to limitations required by Indiana law, all such compensation, awards, damages, rights of action and proceeds are hereby assigned to said Lender, who may after deducting therefrom ail its expenses, including attorney's fees, release any moneys so received by it or apply the same on any Indebtedness Secured Hereby (without any prepayment penalty) and Borrower shall execute such further assignments of any compensation, awards, damages, rights of action and proceeds as Lender may require.

(3.2) In the event that the Premises covered hereby or any part thereof, shall be damaged by fire or other hazard against which insurance is held as hereinbefore provided, the amounts paid by any insurance company pursuant to the contract of insurance shall, to the extent of the Indebtedness then remaining unpaid, be paid to said Lender, and, in its discretion, may be applied to the debt if there shall be an event of default, as defined in said Note, or if the proceeds of said insurance shall be sufficient, to retire said Indebtedness, or released for the repairing or rebuilding of the Premises. Provided, however, in the event Borrower is required under the Lease to make insurance proceeds available to rebuild, repair or restore the Premises, Lender agrees to make such proceeds available to Borrower for such purposes as long as (a) the Lease is in full force and effect without default by Borrower or Tenant, (b) Borrower is not in default of its obligations under the Note or this Mortgage beyond any applicable notice and cure periods, (c) the proceeds are paid to Lender and disbursed by Lender pursuant to its customary construction loan disbursement process and requirements, and (d) in the event the proceeds are not sufficient to complete the restoration project, Borrower has deposited with Lender such additional cash as is necessary to complete the restoration project. Borrower shall be responsible for the cost of appraisal, draw request review, inspections, and Lender's out of pocket expenses incurred in connection with this Section.

ARTICLE IV - NOTICES

Notices shall be in writing, either by (a) hand delivery, (b) overnight delivery (e.g. UPS or Federal Express), or (c) registered or certified mail, return receipt requested, and the delivery or mailing of notices to the following addresses, or to such other place any party hereto may by notice in writing designate, shall constitute service of notice hereunder:

(a) If to the Lender at its address at:

Academy Bank, N.A.

KC Tower

1201 Walnut Street, Suite 1100

Kansas City, Missouri 64106

Attn: Director of National Commercial Real Estate Lending

(b) If to the Borrower at its address at: PC Indiana Carmel LLC

20 S. Charles Street, Suite 403 #1965 Baltimore, Maryland 21201

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With a copy to: Husch Blackwell! LLP 120 S. Riverside Plaza, Suite 2200 Chicago, Illinois Attention: Elizabeth L. Massaro, Esq.

ARTICLE V - COVENANTS, REPRESENTATIONS AND REQUIREMENTS

(5.1) Borrower has agreed and by these presents does covenant and agree that the whole of said principal sum and the accrued interest thereon shall become due, at the option of Lender, upon failure of Borrower to comply with any law of the State of Indiana or with the requirements of any ordinance, condition, rule, regulation of any department of the city and county in which said Premises are situated relating to said Premises or any part thereof and which, in Lender’s reasonable determination, materially jeopardizes or threatens Lender's lien or interest in the Premises.

(5.2) Borrower makes the following representations and agreements which, unless such representation is made as of a specific date, Borrower warrants will remain true and correct and such representations and agreements will survive the closing and the making of any disbursements, it being understood and agreed that Lender shall have no obligation to make the Loan, or disburse or continue to disburse any monies under this Mortgage unless Borrower's representations herein are true, and remain so, and Borrower's agreements herein have been carried out and completed as they become due:

(a) Any entity which acquires title to the Premises and assumes Borrower’s obligations under this Mortgage shall be a limited liability company, lawfully existing and in good standing under the laws of the state of its organization, with the authority to conduct business in the State of Indiana. Borrower, and Guarantor the authority and power to enter into this Mortgage and/or the relevant loan documents described in the Note executed or to be executed by such person or entity (“Loan Documents’).

(b) So long as any part of the Loan is outstanding, any present or future indebtedness of Borrower to an affiliate of Borrower, shall be subordinate and secondary to the Loan. Borrower may not incur any indebtedness or increase any existing indebtedness to or with an affiliate after the date of this Mortgage without Lender's prior written consent. Borrower shall cause all affiliates having indebtedness owed to them by Borrower to execute such standard subordination agreements as Lender may request from time to time to carry out the provisions of this Section. Borrower shail inform Lender of any indebtedness owed to an affiliate now existing or hereafter acquired.

(c) The performance by Borrower of this Mortgage and the Loan Documents will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, loan or credit agreement, agreement, contract, articles of organization, operating agreement, or other instrument to which Borrower, a member or manager of Borrower, or any Guarantor is a party or by which it or any of its assets may be bound or affected.

(d) Borrower and any Guarantor that is an entity shall not voluntarily or involuntarily dissolve, cancel or terminate its legal existence or change the state of its organization, as the case may be. Borrower and any Guarantor that is an entity shall remain in good standing under the laws of the state of its organization. Borrower and any Guarantor that is an entity will do all things necessary to preserve and keep in full force and effect its existence, rights and franchises and continue to conduct and operate its business and no liquidating distributions shall be made until payment in full of the Loan. Borrower also will maintain, preserve and protect all franchises and trade names and keep all properties which are used in the conduct of its business in good.repair and operating condition, reasonable wear and tear excepted, and will from time to time make, all reasonably necessary and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be conducted at all times in all material respects in the ordinary course of business and in accordance with past practice. Borrower and Guarantor have filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower or Guarantor. Excluding the name of

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Borrower, the following is a complete list of all assumed business names under which Borrower does business: NONE.

(e) Borrower warrants and represents that there is no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in writing against or affecting Borrower or any Guarantor or any properties or rights of Borrower or any Guarantor which involves the possibility of any final judgment or liability which may result in a material adverse change in the business or condition, financial or otherwise, of Borrower or any Guarantor and that Borrower or any Guarantor is not in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any court or governmental entity having jurisdiction over it.

(f) Borrower and Guarantor have filed all tax returns required to be filed with the United States or any state or political subdivision thereof or other taxing authority to which they are known to be subject, and have paid or will timely pay all taxes, interest and penalties which have or may become due pursuant to said returns or provided adequate resources for the payment thereof.

(g) All financial statements of Borrower and Guarantor delivered to Lender fairly represent in a consistent manner the respective financial conditions of Borrower and Guarantor as of the date of such statements.

(h) No material adverse change has occurred in the financial conditions or prospects of Borrower and Guarantor since the effective date of the last financial statements provided to Lender, and no such material adverse change is imminent or anticipated.

(i) Neither Borrower nor any Guarantor have filed or have had filed against it a petition for any of the following and no such filing is imminent or anticipated: (1) The appointment of a receiver of all or part of its property; (2) The appointment of an assignee for creditors; (3) Bankruptcy or insolvency; or (4) The liquidation or winding up of its affairs under the proceedings of any federal or state insolvency laws.

(5.3) Borrower warrants and represents that Borrower is not engaged principally, or as one of its material activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) and no part of the Loan proceeds will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. Borrower further warrants and represents that neither Borrower nor any agent acting on its behalf has taken or will take any action which might cause this Mortgage or any of the Loan Documents to violate any regulation of the Board of Governors of the Federal Reserve System, including without limitation, Regulations G, L, O, T, U and X, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or the State Bank Commissioner, as in effect now or as the same may hereafter be in effect.

(5.4) Requirements for Office of Foreign Assets Control ("OFAC").

(a) No loan funds will be used for any illegal activity.

(b) To Borrower’s knowledge, neither Borrower nor any Guarantor is a Prohibited Person, and to Borrower's knowledge, no Person who owns an equity interest in or has the ability to control any of the foregoing is a Prohibited Person.

(c) To Borrower's knowledge, no person, nor any owner of any limited liability company, partnership, or corporation with an ownership interest in Borrower or any Guarantor, is owned or Controlled by a Prohibited Person.

(d) To Borrower's knowledge, none of any stockholder, director, officer, general or limited

partner, manager or member of Borrower or any Guarantor, is engaging in transactions or has dealings with a Prohibited Person or Sanctioned Country in violation of any Requirements of Law or is otherwise in

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violation of any Requirements of Law relating to Anti-Money Laundering, terrorism, embargoes or sanctions.

(e) Borrower has implemented commercially reasonable procedures, and will consistently apply those procedures throughout the term of the Loan, to ensure the foregoing representations and warranties remain true and correct during the term of the Loan.

(f) Borrower and any Guarantor shall comply with all Requirements of Law relating to Anti- Money Laundering, terrorism, embargos and sanctions, now or hereafter in effect. Without limiting the foregoing, neither Borrower nor any Guarantor will: (i) permit a Prohibited Person to own an equity interest in or Control Borrower or any Guarantor; or (ii) engage in transactions or have dealings with a Prohibited Person or a Person known by the Borrower, after reasonable inquiry, to be owned or Controlled by a Prohibited Person.

(g) Upon the Lender's request from time to time during the term of the Loan (but no more than one (1) time during any calendar year), the Borrower shall certify in writing to the Lender that the representations, warranties and obligations under this Section remain true and correct and have not been breached. Borrower shall notify the Lender promptly in writing if Borrower learns that any of such representations, warranties or covenants are no longer true or have been breached or if Borrower has a reasonable basis to believe that they may no longer be true or have been breached. In connection with such an event, Borrower shall comply with all Requirements of Law and directives of Governmental Authorities and, shall provide to the Lender copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such an event. The Borrower shall also reimburse the Lender for any out-of-pocket expense incurred by the Lender in evaluating the compliance with all Requirements of Law applicable to the Borrower as the result of the existence of such an event and for any penalties or fines imposed upon Lender as a result thereof.

(h) For purposes of this Section the following terms shall have the meanings as set forth below:

(i) “Anti-Money Laundering Laws" means those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a Financial Institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

(ii) "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through ownership of voting securities, beneficial interests, by contract or otherwise. The definition is to be construed to apply equally to variations of the word "Control" including "Controlled," "Controlling" or "Controlled by."

(iii) "Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to such government.

(iv) "OFAC List" means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the Office of Foreign Assets Control ("OFAC") pursuant to any Requirements of Law, including, without limitation, embargo, sanctions or other prohibitions of United States law, regulation or Executive Order of the President of the United States.

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(v) “Person” means an individual, partnership, limited partnership, limited liability limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(vi) "Prohibited Person" means any Person identified on the OFAC List or with whom a U.S. citizen or entity organized under the laws of a state in the United States may not engage in transactions or have dealings with by any Requirements of Law, including, without limitation, embargo, sanctions or other prohibitions of United States law, regulation or Executive Order of the President of the United States, including without limitation those countries listed in 15 C.F.R. Parts 738 and 746.

(vii) "Requirements of Law" means (a) the organizational documents of an entity, and (b) any law, regulation, ordinance, code, decree, treaty, ruling or determination of an arbitrator, court or other Governmental Authority, or any Executive Order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person, any of its property or the conduct of its business is subject including, without limitation, laws, ordinances and regulations pertaining to the zoning, occupancy and subdivision of real property.

(viii) | “Sanctioned Country" means any country or government thereof, subject to embargoes or sanctions under the Requirements of Law. These currently include, but are not limited to, Cuba, Iran, Irag, Libya and Rwanda.

(5.5) Borrower agrees to comply with any and all reasonable requirements of Lender hereafter made by Lender in accordance with the Loan Documents from time to time during the period this Mortgage is in force and while any indebtedness is owed by Borrower to Lender, and Borrower agrees to make, execute and deliver to Lender any and all further instruments, documents and agreements reasonably required by Lender in connection therewith. Upon the written request of Lender (but no more than once per calendar year in connection witn delivery of Borrower's annual financial statements pursuant to Section 20(b) of the Note so long as no Event of Default has occurred and is continuing), Borrower shall provide Lender with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in the Loan Documents are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under the Loan Documents.

(5.6) If the Note is ever mutilated, destroyed, lost or stolen, Borrower will deliver to Lender in substitution therefor a new promissory note(s) containing the same terms and conditions as the Note with a notation thereon of the unpaid principal and accrued but unpaid interest. Borrower shall be furnished with reasonably satisfactory evidence of the mutilation, destruction, loss or theft of the Note, including a customary lost note affidavit, and also such security or indemnity as may be reasonably requested by Borrower. Borrower shall, if requested by Lender, fully cooperate and adjust or correct for clerical errors, in any or all Loan Documents, if deemed necessary or desirable in the sole discretion of Lender, provided that such adjustments or corrections do not increase Borrower's obligations or decrease Borrower's rights by greater than a de minimis amount.

(5.7) Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Lender all documents, and take all actions, reasonably required by Lender from time to time to confirm the rights created under the Loan Documents, to protect the validity, priority and enforceability of the Note and Loan Documents, to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder.

(5.8) Borrower acknowledges and agrees that, except for modifications, extensions or renewals of Borrower's loan obligations reflected in a written instrument executed by Borrower and Lender, it shall not rely upon any oral discussions, promises, communications of any kind, or upon any conduct or course of dealing between Borrower and Lender, with respect to any modification, extension or renewal of Borrower's loan obligations. Lender shall not be subject to any promise to modify; extend or

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renew the loan obligations unless the terms of such modification, extension or renewal are set forth in a written instrument and signed by Borrower and Lender. Borrower acknowledges and agrees, that as of the effective date of this Mortgage, Lender has made no promise, representation or warranty to extend the Loan past its current maturity dates and that Borrower may not rely upon any course of dealing, oral representations, or expectation that Lender may extend or modify such Loans unless Lender agrees to do so in writing.

(5.9) During such time as the Note remains unpaid, Borrower covenants to and agrees with Lender that Borrower will, and will cause any Guarantor to:

(a) Promptly inform Lender in writing of (1) all material adverse changes in Borrower's or Guarantor’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or Guarantor which could materially affect the financial condition of Borrower or Guarantor.

(b) Keep and maintain its books and records on a consistent basis, and permit Lender to examine and audit Borrower's and Guarantor’s books and records (excluding client records and other records subject to confidentiality covenants) at all reasonable times, and furnish such additional information and statements, as Lender may reasonably request from time to time.

(c) Maintain ail licenses, permits, franchise agreements, privileges and rights reasonably necessary to operate Borrower's business and comply with all federal, state, and local laws and regulations concerning the operation of Borrower's and Guarantor’s business and promptly notify Lender in writing of any notice or citation charging Borrower or any Guarantor with material non-compliance.

(d) Comply with the requirements of applicable laws and regulations pertaining to the operation of its business, the non-compliance with which would materially and adversely affect the financial condition of Borrower and Guarantor.

(e) Pay or discharge when due (1) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any assets belonging to it (including the Collateral), prior to the date on which penalties attach, and (2) all federal, state and local taxes required to be withheld by it.

(5.10) During such time as the Loan remains unpaid, each Borrower covenants to and agrees with Lender that it will not allow, cause or permit any direct ownership interest in Borrower (hereinafter collectively the "Ownership Interest" or "Ownership Interests") to be pledged, encumbered, transferred, assigned, sold, conveyed, mortgaged, hypothecated, executed upon, seized, levied, garnished, terminated, revoked, exchanged, or foreclosed (individually or collectively a Transfer") by or in favor of a party, entity, creditor, or person, other than Lender, without the prior written consent of Lender, which may be withheld or conditioned in Lender's sole discretion. Any indirect transfer in Borrower shall be permitted provided that Guarantor maintains a direct or indirect ownership interest in Borrower and Guarantor continues to Control Borrower, subject to Guarantor’s right to obtain a replacement Guarantor pursuant to Section 7(m) of the Note.

ARTICLE VI - EVENTS OF DEFAULT AND REMEDIES

(6.1) Subject to the applicable notice and cure periods described in the Note, it shall be an "Event of Defauit" under this Mortgage if:

(a) Borrower shall fail to pay any scheduled principal or interest payment due or the final payment due on the Maturity Date (other than an acceleration upon an Event of Default) under the Note within fifteen (15) days of when the same becomes due (but no notice is required of Lender), or Borrower shall fail to timely make any other payment due under the Note or this Mortgage when due and such payment remains unpaid for fifteen (15) days after written notice from Lender; or

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(b) If any fact or warranty made in the Loan Documents should prove to be untrue in any material respect (as reasonably determined by Lender) when made or continues to be untrue with Borrower's knowledge and Borrower fails to inform Lender, or in the event any financial statements submitted by Borrower or any Guarantor is false or misleading in any material respect, whether submitted prior to or after the: Note; or

(c) Failure or breach by Borrower or any Guarantor in the performance or observance of any provision, covenant or obligation of any Loan Documents (other than a failure to pay as stated in (a) above and other than for any other Event of Default specified herein) or any other agreement, lease, restrictive covenant, declaration, or security agreement encumbering the Premises or collateral that secured the Note and such failure or breach continues for thirty (30) days after written notice from Lender, (or if the failure is such that the cure cannot be completed within said thirty (30) day period, failure by Borrower or any Guarantor to commence the cure within said thirty (30) day period and thereafter continue the cure with diligence and complete the cure within ninety (90) days after such written notice) ; or

(d) The commencement by a third party to execute, levy, seize, foreclose, or attach of, on, or with respect to all or substantially all of the assets of Borrower or any Guarantor that is not dismissed within sixty (60) days: or

(e) There is an adverse change in Borrower's business, including the ownership, management, and financial conditions, which in Lender's opinion, impairs any collateral or repayment of the debt owed, including, but not limited to, the liquidation, termination, dissolution, suspension of business operations, or failure of Borrower to operate its business in the ordinary course; or

(f) Except for Permitted Encumbrances, the pledge, transfer, encumbrance, sale, conveyance, or grant of any interest in Borrower or in any of Borrower's distribution, dividends, profits, or revenues to any party other than Lender, without the prior written consent of Lender; or

(g) The occurrence of any of the following with respect to Borrower or Guarantor: (1) insolvency or admission of an inability to pay debts as they mature, (2) an assignment for the benefit of creditors in connection with bankruptcy or insolvency, (3) application for appointment or appointment by a court of any receiver, trustee, or for any assets owned by either, or (4) a petition is filed under United States Bankruptcy Code naming it as a debtor, or it is adjudicated a bankrupt or insolvent, or it institutes any action of bankruptcy, insolvency, reorganization, debt arrangement, composition, readjustment, liquidation, dissolution, or similar proceeding, or it shall file an answer admitting or not contesting the material allegations of a petition filed against it in any such proceedings, or shall seek or consent to or a- cquiesce in the appointment of any trustee, receiver or liquidator of Borrower or Guarantor or any material part of its properties (except, in the case of a petition filed against it, if the bankruptcy proceeding is dismissed within ninety (90) days after the petition is filed) ; or

(h) Lender deems itself insecure, for any one or more of the following reasons, in its sole and unfettered discretion, with respect to the Borrower or any Guarantor: (1) repeated late payments or defaults under the Note or any Loan Document, (2) refusal to timely cooperate with the delivery of financial information required under the Note, (3) significant increases in borrowed debt, liabilities, or third party obligations or material and negative changes in the overall financial condition of Borrower or Guarantor which jeopardizes cash flow or increases the credit risk as determined by Lender; or

(i) Failure or breach by Borrower in the performance or observance of any of its special purpose entity covenants as set forth in Borrower's organizational documents and such failure or breach continues for thirty (30) days after written notice from Lender, or

(j) Guarantor is no longer a member or manager, directly or indirectly, of Borrower, or Guarantor ceases to have ownership, management and voting control over Borrower; or

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(k) The termination or modification of any Lease (as defined in the Loan Documents) for any reason whatsoever, or the release of a Tenant (as defined in the Loan Documents) of its obligations under the Lease, without the prior written consent of Lender, which consent shali be in Lender's sole and absolute discretion, except to the extent such termination, modification or release is required without Landlord consent under the Lease; or

(I) Any breach of any material term or condition by Borrower of the Leases; or

(m) Any breach of any material term or condition by any Tenant of the Subordination, Non- disturbance and Attornment Agreement or the Leases to the extent such breach results in termination of any Lease or rent payable by any Tenant is reduced or abated as a result; or

(n) The filing of bankruptcy by Tenant and either (1) such bankruptcy is not dismissed within ninety (90) days or (2) Tenant does not assume its obligations under the Lease within one hundred twenty (120) days; or

(0) The death of any Guarantor, unless within ninety (90) days after his death, his estate ratifies its guaranty obligations, and (i) a replacement Guarantor satisfactory to Lender in its sole discretion executes a new Guaranty, or (ii) Borrower makes a principal reduction in an amount reasonably required by Lender (provided such payment shall not be subject to the prepayment premium in the Note as long as the payment is not more than the amount required by Lender), or (iii) Lender is provided with additional collateral to secure the Note satisfactory to Lender in its sole discretion, or (iv) substantially all of the deceased Guarantor's assets transfer to another Guarantor by operation of law or other legal means; or

(p) Except for Permitted Encumbrances, Borrower shall suffer, consent or permit any conveyance, sale, assignment, deed, transfer, lien, pledge, mortgage, or other encumbrance or alienation of the Premises or any part thereof without the prior written consent of the Lender; or

(q) [reserved]; or (r) Borrower or Guarantor shall be dissolved, wound up or fail to maintain its legal existence; or (s) All or a substantial part of the Premises shall be damaged or destroyed or be taken under or

pursuant to an action in eminent domain to the extent such damage, destruction or taking results in termination of any Lease or rent payable by any Tenant is reduced or abated as a result; or

(t) Borrower shall abandon the Premises; or (u) There is an “Event of Default” under the Note or any Loan Documents.

(6.2) Borrower agrees that should Lender or its assigns elect to collect said Note or any Indebtedness Secured Hereby by suit; or to foreclose this Mortgage through court or by filing and providing same as a claim in any Probate Court or in bankruptcy proceedings, then out-of-pocket attorney's fees for collecting same shall be allowed and included with other costs. And it is expressly stipulated and agreed that the lien of this Mortgage shall extend to and include such expenses.

(6.3) If the Premises are sold under foreclosure or are otherwise acquired by the Lender after an Event of Default, any remaining balance of the amounts on deposit with Lender pursuant to this Mortgage may be credited to the Indebtedness Secured Hereby as of the date of the commencement of foreclosure proceedings or as of the date the title to the Premises shall be otherwise acquired.

(6.4) (a) Upon the occurrence of an Event of Default, at the option of Lender: (i) The entire Indebtedness, including without limitation, the unpaid balance

of the principal, accrued interest and other sums under the Note, this Mortgage and the other Loan Documents shall immediately become due and payable without notice or

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demand to Borrower, and shall be recoverable by Lender immediately or at any time or times thereafter without stay of execution or other process;

(ii) Lender may institute an action of mortgage foreclosure (judicial or non- judicial), or take such other action as the law may allow, at law or in equity, for the enforcement and realization on the mortgage security or any other security which is provided for in this Mortgage or elsewhere provided for, and proceed thereon to final judgment and execution thereon for the entire unpaid balance of the Indebtedness, with interest, at the rates and pursuant to the methods of calculation specified in the Note and this Mortgage to the date of default and after said default at the highest rate provided in the Note together with all sums secured by this Mortgage, all costs of suit, interest at the highest rate specified in the Note on any judgment obtained by Lender from and after the date of any Sheriff's sale of the Premises (which may be sold in one parcel or in such parcels, manner or order as Lender shall elect) until actual payment is made by the Sheriff of the full amount due Lender, and an attorneys’ reasonable commission for collection, without further stay, any law, usage or custom to the contrary notwithstanding;

(iii) Lender personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part of the Premises, and may exclude Borrower, its agents and servants wholly from the Premises without liability for trespass, damages or otherwise and Borrower agrees to surrender possession to Lender on demand after the happening of any Event of Default; and having and holding the same, may use, Operate, manage and control the Premises and conduct the business of the Premises, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Lender, at the expense of Borrower from time to time, either by purchase, repairs or construction, may maintain and restore the Premises, whereof it shall become possessed as aforesaid, and likewise, from time to time, at the expense of Borrower may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements to the Premises as Lender may deem advisable; and in every such case Lender shall have the right to manage and operate the Premises and to carry on the business of the Premises and exercise all rights and powers of Borrower with respect to the Premises either in the name of Borrower or otherwise as it shall deem best; and Lender shall be entitled to collect and receive all rents and after deducting the expenses of conducting the business of the Premises and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for Impositions, insurance and prior or other proper charges upon the Premises or any part of the Premises, as well as just and reasonable compensation for the services of Lender and for all attorneys, counsel, agents, clerks, servants and other employees by it properly engaged and employed, Lender shall apply the moneys arising as aforesaid, first, to the payment of the sums due to Lender by Borrower under the Note when and as the same shall become payable, and second to the payment of any other sums required to be paid by Borrower under this Mortgage or the other Loan Documents;

(iv) Lender may, with the irrevocable consent of Borrower hereby given and evidenced by the execution of this Mortgage, forthwith obtain appointment of a receiver by any court of competent jurisdiction without further notice to Borrower and without the necessity of proving either the inadequacy of the security or the insolvency of Borrower or any other person legally or equitably liable for payment of the Indebtedness, which receiver shall, after such appointment, have the right and authority to enter upon and take possession of the Premises, including all personal property used upon or in connection with the Premises and all bank accounts containing funds associated with the Premises, and to let the Premises and receive all Rents, including accounts receivable, due or to become due, and apply the same after payment of all necessary charges and expenses, on account of the Indebtedness or otherwise as the court may direct. Such Rents are, in the event of any Event of Default which shall not have been cured or in the event of such

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foreclosure action, hereby assigned to Lender as additional security for the Indebtedness together with all Leases and all other documents evidencing Rents, bank accounts and any and all deposits held as security under all Leases. At the option of Lender, such entry and taking possession of the Premises by the receiver shall be accomplished either by actual entry and possession or by notice to Borrower;

(v) Lender shall have such rights and remedies in respect of so much of the Premises as may, under applicable law, be personal property of Borrower, or any part thereof, as are provided by the Uniform Commercial Code and such other rights and remedies with respect to such personal property of Borrower which it may have at law or in equity or under this Mortgage, including without limitation the right to take possession of the Premises wherever located and to sell all or any portion of the Premises at public or private sale, without prior notice to Borrower, except as otherwise required by law (and if notice is required by law, after ten (10) days’ prior written notice), at such place or places and at such time or times and in such manner and upon such terms, whether for cash or on credit, as Lender in its sole discretion may determine. Lender shall apply the proceeds of any such sale first to the payment of the reasonable costs and expenses incurred by Lender in connection with such sale or collection, including attorney's fees and legal expenses, second to the payment of the Indebtedness, whether on account of principal or interest or otherwise as Lender in its sole discretion may elect, and then to pay the balance, if any, as required by law. Upon the occurrence of any Event of Default, Borrower, upon demand by Lender, shall promptly assemble any equipment and fixtures included in the Premises and make them available to Lender at a place to be designated by Lender which shall be reasonably convenient to Lender and Borrower; and

(vi) Lender may sell any of the Premises, not specifically designated as personal property and subject to clause (v) above, in such a manner as it deems appropriate and in accordance with any applicable Legal Requirement. Lender shall apply the proceeds of any such sale first to the payment of the reasonable costs and expenses incurred by Lender in connection with such sale or collection, including attorney’s fees and legal expenses, second to the payment of the Indebtedness, whether on account of principal or interest or otherwise as Lender in its sole discretion may elect, and then to pay the balance, if any, as required by law.

(b) Upon the occurrence of an Event of Default, Lender, in pursuance of the remedies set forth in this Section 6.4, or in addition to said remedies, (i) shall be entitled to resort to all collateral for the payment of the sums secured by this Mortgage in such order and manner as Lender may deem fit without impairing Lender’s lien in, or rights to, any of such securities and without affecting the liability of any person, firm or corporation for the sums secured by this Mortgage, except to the extent that the Indebtedness secured by this Mortgage shall have been reduced by the actual monetary consideration, if any, received by Lender from the proceeds of such security; (ii) may, in Lender’s sole discretion, release for such consideration, or none, as Lender may require, any portion of the Premises without, as to the remainder of the security, in any way impairing or affecting the lien of this Mortgage, or the priority of this Mortgage, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the indebtedness shall have been reduced by the actual monetary consideration, if any, received by Lender for such release; and/or (iii) may accept the assignment or pledge of any or all of that property included in the Premises which constitutes real property, or any proceedings to foreclose this Mortgage or the satisfaction of record of this Mortgage, the terms hereof shall survive as a security agreement with respect to the security interests created hereby and referred to above until the repayment or satisfaction in full of the other property in place of the Premises as Lender may require without being accountable for so doing to any other lien.

(c) To the extent permitted by applicable law, Borrower hereby waives and releases (i) all errors, defects and imperfections in any proceedings instituted by Lender under this Mortgage, (ii) all benefit that might accrue to Borrower by virtue of any present or future laws exempting the Premises, or any part of the proceeds arising from any sale of the Premises, from attachment, levy or sale under

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execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, (iii) all benefits that might accrue to Borrower from requiring valuation or appraisement of any part of the Premises levied or sold on execution of any judgment recovered for the Indebtedness, and (iv) all notices not elsewhere specifically required in this Mortgage of Borrower's default or of Lender's exercise, or election to exercise, any option under this Mortgage. Borrower further agrees to waive the issuance and service of process and to enter its voluntary appearance in any action, suit or proceeding brought in connection with any Event of Default and if required by Lender, to consent to the appointment of a receiver or receivers of the Premises and of all the earnings, revenues and Rents from the Premises. Borrower hereby expressly covenants not to hinder, delay or impede the execution of any power granted in this Mortgage or delegated to Lender, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted.

(d) Upon the occurrence of an Event of Default (subject to applicable notice and cure periods), Lender shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though other remedies were not provided for in this Mortgage.

(e) No recovery of any judgment by Lender and no levy of an execution under any judgment upon the Premises or upon any other property of Borrower shall affect in any manner or to any extent, the lien of this Mortgage upon the Premises or any part of the Premises, or any liens, rights, powers or remedies of Lender under this Mortgage, but such liens, rights, powers and remedies of Lender shall continue unimpaired as before.

(f) in the event that Lender shall have the right to foreclose this Mortgage, Borrower authorizes Lender at its option to foreclose this Mortgage subject to the rights, if any, of any tenants of the Premises, and the failure to make such tenants parties defendant to any such foreclosure proceeding and to foreclose their rights will not be asserted by Borrower as a defense to any proceeding instituted by Lender to collect the Indebtedness or any deficiency remaining unpaid after the foreclosure sale of the Premises.

(g) To the extent permitted by applicable law, Lender may exercise the right of power of sale instead of judicial foreclosure. Borrower acknowledges that the power of sale (if available under applicable law) granted in this Mortgage may be exercised or directed by Lender without prior judicial hearing. In the event Lender invokes the power of sale:

(i) Lender shall send to Borrower and any other persons required to receive such notice, written notice of Lender's election to cause the Premises to be sold. Borrower hereby authorizes and empowers Lender to take possession of the Premises, or any part thereof, and hereby grants to Lender a power of sale and authorizes and empowers Lender to sell (or, in the case of the default of any purchaser, to resell) the Premises or any part thereof, in compliance with applicable law, including compliance with any and all notice and timing requirements for such sale;

(2) Lender shall have the authority to determine the terms of the sale, subject to applicable law. In connection with any such sale, the whole of the Premises may be sold in one (1) parcel as an entirety or in separate lots or parcels at the same or different times. Lender shall have the right to become the purchaser at any such sale. If Lender is the purchaser at the foreclosure sale of the Premises, the foreclosure sale price (Lenders final bid) shall be applied against the Indebtedness;

(3) within a reasonable time after the sale, Lender shall deliver to the purchaser of the Premises a deed or such other appropriate conveyance document conveying the Premises so sold without any express or implied covenant or warranty. The recitals in such deed or document shall be prima facie evidence of the truth of the statements made in those recitals; and

(4) the outstanding principal amount of the Indebtedness Secured Hereby, if not previously due, shall be and become immediately due and payable without demand or notice of any

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kind. lf the Premises is sold for an amount less than the amount outstanding under the Indebtedness, the deficiency shall. be determined by the purchase price at the sale or sales. Borrower waives all rights, claims, and defenses with respect to Lender's ability to obtain a deficiency judgment.

(6.5) At any foreclosure sale, the Premises and any other collateral located securing payment in full of the Indebtedness may be offered for sale for one total price, and the proceeds of such sale may be accounted for in one account without distinction between the items of security or without assigning to them any proportion of such proceeds, Borrower hereby waiving the application of any doctrine of marshaling. Lender may sell the Premises and said other security in parts or parcels, said sales may be held from time to time, and the power shall not be fully executed until all of the Premises and any other security not previously sold shall have been sold. If surplus proceeds are realized from a foreclosure sale, Lender shall not be liable for any interest thereon pending distribution of such proceeds by Lender.

(6.6) If Lender exercises any of the rights or remedies set forth herein, Lender shall not be deemed to have entered upon or taken possession of the Premises except upon the exercise of its option to do so, evidenced by its demand and overt act for such purposes, nor shall Lender be deemed a mortgagee in possession by reason of such entry or taking possession. Lender will not be liable to account for any action taken pursuant to any such exercise other than for rents actually received, nor be liable for any loss sustained by Borrower resulting from any failure to let the Premises, nor from any other act or omission of Lender, except to the extent such loss is caused by the gross negligence or willful misconduct of Lender. Borrower hereby consents to, ratifies and confirms the exercise by Lender of said rights and remedies and appoints Lender as Borrower's attorney-in-fact, which appointment shall be deemed to be coupled with an interest and is irrevocable for such purposes.

(6.7) — It is the intent of Lender and Borrower that this Mortgage shall not merge into any judgment in the mortgage foreclosure or other judgment entered pursuant to this Mortgage or the Note and that all rights, remedies, covenants, obligations, and agreements in this Mortgage shall survive the entry of such judgments. Nothing in this Mortgage is intended to constitute a waiver of deficiency under Indiana Code §32-29-7-5 nor a consent by the Lender to such a waiver.

(6.8) | This Mortgage shall secure, and Lender shall be entitled to collect from Borrower and add to the obligations incurred by Borrower under the Note, including, without limitation, in any proceeding to enforce this Mortgage or foreclose upon the Premises, all expenses of any environmental ‘site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Lender incurred in preparation for, contemplation of or in connection with the enforcement of this Mortgage and/or the collection of the Indebtedness.

ARTICLE Vil - UNIFORM COMMERCIAL CODE

(7.1) Borrower and Lender agree that this Mortgage shall constitute a security agreement within the meaning of the Uniform Commercial Code (“UCC”) with respect to all sums on deposit with the Lender with respect to insurance proceeds or condemnation proceeds ("Deposits") and with respect to any personal property and fixtures included in the definition herein of the word "Premises", which property may not be deemed to form a part of the real estate described in Exhibit A or may not constitute a "fixture" within the meaning of the UCC, and all replacements of such property, substitutions and additions thereto and the proceeds thereof, as well as the property shown on Exhibit B attached hereto and made a part hereof, all such property being sometimes hereinafter collectively referred to as the "Collateral", and that a security interest in and to the Collateral and the Deposits is hereby granted to Lender and all of Borrower’s right, title and interest therein are hereby assigned to Lender, all to secure payment of the Indebtedness and to secure performance by Borrower of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, Lender, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the Premises. The parties agree that, in the event Lender shall elect to proceed with respect to the Collateral separately from the real property, ten (10)

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days’ notice of the sale of the Collateral shall be reasonable notice. The expenses of retaking, holding, preparing for sale, selling and the like incurred by Lender shall include attorneys’ fees and legal expenses incurred by Lender. Borrower agrees that, without the written consent of Lender, Borrower will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Borrower is not in default hereunder, Borrower shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the security interest created hereby, and so that the security interest of Lender shall be first in priority, it being expressly understood and agreed that all replacements of the Collateral and any additions to the Coilateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Borrower shall, from time to time, on request of Lender, deliver to Lender an inventory of the Collateral in reasonable detail. Borrower covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Lender otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Borrower shall, upon demand execute and deliver to Lender such financing statements and other documents in form satisfactory to Lender, and will do all such acts and things as Lender may at anytime, or from time to time, reasonably request or as may be necessary or appropriate to establish and maintain a first perfected security interest in the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others.

This Mortgage also constitutes a financing statement for the purpose of the UCC and shall constitute a "fixture filing" under such statutes and shail be filed in the real estate records of the County in which the Land is located. For such purpose the name and address of the debtor and the secured party are as set forth below:

Name and Address of Debtor: PC Indiana Carmel LLC 8465 Keystone Crossing, Suite 115 #2061, Indianapolis, Indiana 46240

Organizational ID: 202507031905372

Address of Premises: 14585 Hazel Dell Parkway Carmel, Indiana 46033

Name and Address of Secured Academy Bank, N.A.

Party: KC Tower 1201 Walnut Street, Suite 1100 Kansas City, Missouri 64106

This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures on the real property described in this Mortgage. Borrower is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located.

ARTICLE VIII - MISCELLANEOUS (8.1) It is further agreed that Lender, before sale hereunder, and the purchaser at sale hereunder, for further security, shall be subrogated to the lien, though released of record, of any prior encumbrance or vendor's lien on said Premises paid out of the proceeds of this loan. (8.2) The Borrower further agrees that such expenses and attorney’s fees as may be incurred by

Lender in the protection of said Premises, the maintenance and execution of this Mortgage, the collection of any and all of the Indebtedness Secured Hereby, or foreclosure by trustee's sale or court proceedings or in

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any other litigation or proceedings affecting said Premises, including any litigation to establish or preserve the lien of this Mortgage or its priority, shall be paid by the Borrower, except to the extent arising as a result of Lender's gross negligence or willful misconduct.

(8.3) | No waiver by Lender of any covenant herein of the obligation secured hereby shall at any time thereafter be held to be a waiver of the terms hereof or of the Note secured hereby. No waiver by Lender of any default or other indulgence shall be effective unless expressed in writing executed by Lender. Neither the exercise by Lender of any right or remedy herein given or reserved, nor delay or failure by Lender to exercise any such right or remedy, in case of one or more defaults, shall constitute a waiver thereof, or stop Lender thereafter from exercising the same or any other right or remedy at any time in respect of the same or any subsequent default or defaults. All such rights and remedies shall be cumulative and none shall be exclusive of the other or others or of any right or remedy now or hereafter given or allowed by law.

(8.4) _ If Borrower defaults in any of the covenants or agreements contained herein, or contained in said Note and continues beyond any applicable notice and cure periods, then Lender may perform the same, and all expenditures made by Lender shail be payable within ten (10) days of written demand and in so doing shall draw interest at the rate set forth in the Note secured hereby from the date payable, and together with interest and costs accruing thereon, shall be secured by this Mortgage. ‘

(8.5) | Borrower further covenants and agrees that all data, financial or otherwise, heretofore or hereafter furnished to Lender, is complete, true and correct.

(8.6) | Borrower further agrees and covenants that if a trustee's sale or foreclosure under either any prior or junior Mortgage or any junior lien of any kind on the Premises, or any part thereof, should be instituted, or in the event of any levy or sale upon execution or other proceedings of any nature whereby the owner of said Premises shall be deprived of owner's title or right of possession to said Premises or any part thereof, then in either event, said Lender may, at its option, immediately declare the entire Indebtedness and Note secured hereby due and payable and start such proceedings or take such action as Lender shall deem necessary to protect its interest in the Premises.

(8.7) Nothing contained in this Mortgage shall constitute any consent or request by the Lender, express or implied, for the performance of any labor or services or for the furnishing of any materials or other property in respect of the Premises or any part thereof, nor as giving the Borrower or any lessee under any leases any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would create any personal liability against the Lender in respect thereof or would permit the making of any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Mortgage.

(8.8) | This Mortgage and each and every covenant, agreement and other provision hereof shall be binding upon the Borrower and its successors and assigns including without limitation each and every from time to time record owner of the Premises or any other person having an interest therein and shall inure to the benefit of the Lender and its successors and assigns. Wherever herein the Lender is referred to, such reference shall be deemed to include the holder from time to time of the Note whether so expressed or not and each such holder of the Note shall have and enjoy all of the rights, privileges, powers, options and benefits afforded hereby and hereafter and may enforce all and every of the terms and provisions hereof, as fully and to the same extent and with the same effect as if each such from time to time holder is herein by name specifically granted such rights, privileges, options, benefits and is herein by name designated by the Lender.

(8.9) The unenforceability or invalidity of any provisions hereof shall not render any other provision or provisions herein contained unenforceable or invalid.

(8.10) Except as required by law in connection with a foreclosure or as expressly set forth in this

Mortgage or any other Loan Document, all notice to any party of the exercise of any and all options reserved by Lender pursuant to this Mortgage is hereby expressly waived.

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(8.11) To the extent allowed by law, Borrower and any successor, transferee or assignee of the ownership of the Premises hereby waives all rights and benefits of Redemption, Homestead, Moratorium or any rights pursuant to any Stay or Extension rights granted or permitted under or pursuant to the laws of the State of Indiana.

(8.12) | Borrower represents that the Indebtedness is a business loan, transacted solely for the purpose of carrying on or acquiring the business of Borrower. All proceeds of such Indebtedness shall be used for said business or commercial investment purpose. Such proceeds will not be used for the purchase of any security within the meaning of the Securities Exchange Act of 1934, as amended, or any regulation issued pursuant thereto, including without limitation, Regulations G, T and X of the Board of Governors of the Federal Reserve System. The Premises secured hereby is not a residence or homestead or used for mining, grazing, agriculture, timber or farming purposes.

(8.13) This Mortgage and all the provisions hereof are to be governed, construed and enforced by and according to the laws and statutes of the State of Missouri, except to the extent it is necessary to apply Indiana law to enforce Lender's remedies and/or proceed with foreclosure.

(8.14) Whenever the singular or plural number, or masculine, feminine or neuter gender is used herein, it shall equally include the other, and every mention of the Borrower or Lender shall include the heirs, executors, legal representatives, administrators, successors and assigns of the party so designated.

(8.15) All the terms, covenants and conditions hereby shall bind Borrower and its successors and assigns, jointly and severally, and shall inure to the benefit of and be available to the successors and assigns of Lender.

(8.16) Lender shail have the right to participate with one or more other banks or lending institutions in making the Loan referred to herein, and Lender shall have the right to assign, in whole or in part, its rights and interests in and to this Loan and the Loan Documents to such other participating banks or lending institutions. Said banks or lending institutions so participating shall have all of the rights and interests of Lender according to their respective participations or their participating agreements with Lender. Upon receipt of notice of the identity and address of each such participant and request of Lender, Borrower shall thereafter immediately supply such participants with the same information and reports communicated to Lender. In connection with any sales or attempted sales of one or more participations in the Loan, Lender shall have the right to provide financial and other information and documents concerning the Borrower, any Guarantor, any affiliate, and the Loan to the prospective participants, and Borrower for itself and the Guarantors and affiliates waives any right to financial privacy concerning any such disclosures, provided that prospective participants shall keep information confidential. Borrower waives any and all notices of saie of participation interests, all notices of any repurchase of such participation interests and all notices of issuance of notes or securities which are in whole or in part collateralized by this Loan. Borrower waives all rights of offset or counterclaim that it may have now or later against any issuer of notes or securities, or against any purchaser of such a participation interest and unconditionally agrees that such issuer or purchaser may enforce Borrower's obligations under the Loan irrespective of the failure or insolvency of Lender or any holder of any interest in the Loan, and irrespective of any personal claims, counterclaims or defenses that Borrower may have against Lender. Borrower hereby waives any rights Borrower may have under applicable law to be notified if Lender sells or assigns this Mortgage.

(8.17) TO THE EXTENT ALLOWED BY APPLICABLE LAW, BORROWER AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER OR ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS MORTGAGE, THE NOTE, THE GUARANTY, THE INDEBTEDNESS, THE RELATIONSHIP BETWEEN BORROWER AND LENDER OR THE PREMISES. TO EFFECTUATE SAID WAIVER, LENDER IS HEREBY GRANTED A POWER OF ATTORNEY TO FILE FOR BORROWER, A COPY OF THIS DOCUMENT IN ANY MISSOURI COURT PURSUANT TO §510.190 R.S. Mo., AND A

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COPY OF THIS DOCUMENT SO FILED SHALL BE DEEMED TO CONSTITUTE BORROWER’S WAIVER OF TRIAL BY JURY IN ANY PROCEEDING.

(8.18) (a) The parties agree that Borrower has substantial duties of performance apart from its mere financial obligations under this Mortgage, the Note and the other Loan Documents, and that parties other than the Borrower could not adequately and fully perform the covenants to be performed by Borrower in this Mortgage. The parties also agree that this Mortgage is an agreement for the making of loans and for the extending of debt financing or financial accommodations. No assumption of or assignment of this Mortgage shall be allowed in bankruptcy. Should an assumption of or assignment of this Mortgage be permitted in violation of this covenant, the parties agree that Lender will not have adequate assurance of performance unless and until Lender is allowed access to adequate financial and other information to satisfy itself that the trustee or proposed assignee is fully able to assume the financial and personal covenants of Borrower under this agreement, in full accordance its terms, and that sufficient collateral is pledged and sufficient bonds or letters of credit are posted by the trustee or proposed assignee to guarantee performance of such obligations. The parties further agree that the definition of the term “adequate assurance” as set forth in section 365(b)(3) of the Bankruptcy Code of 1978 shall be applicable directly or by analogy to any determination of adequate assurance in connection with this Mortgage.

(b) In the event Borrower becomes a debtor in bankruptcy, the debtor in possession or trustee shall not be permitted to use, sell or lease any of the Premises, whether or not in the ordinary course of business, without providing adequate protection to Lender. The parties agree that the language in Section 361 of the Bankruptcy Code of 1978 shal! be the definition of the term “adequate protection” in connection with any use, sale or lease of the Premises, The cash payment referred to in that section shall mean the full payments required under the Note and all other Indebtedness which this Mortgage secures, plus payment representing the full replacement value of the Premises used, sold or leased; the replacement liens referred to in that section shall mean liens on property the actual market value of which is equal to or greater than the replacement cost of the Premises used, sold or leased; and the term “indubitable equivalent” as used in that section shall mean protection afforded by either grants of administrative expense priority, grants to Lender of ownership interests in a continuing business surviving the bankruptcy, or grants to Lender of protected securities issued by a continuing business surviving the bankruptcy, which completely compensate Lender for the loss of the present value (computed at the then market rate of interest for commercial loans) of its interest in the Premises. For purposes of computation, the value of the Premises shall be the actual market cost of replacement real estate in approximately the same location and condition as the Premises, and with similar improvements.

(c) The parties agree that because of the extreme financial importance to Lender of this transaction, Lender will be irreparably harmed by any stay of its collection efforts or the exercise of its remedies under this Mortgage.

(d) The parties agree that in the event a plan of reorganization is proposed under Chapter 11 of the Bankruptcy Code of 1978, the plan will be fair and equitable to Lender, as a secured creditor, only if Lender realizes under the plan the indubitable equivalence of its interests in the Premises. The term “indubitable equivalent” in such context shall have the same meaning as previously set forth herein.

ARTICLE IX- SPECIAL STATE PROVISIONS

(a) Anything contained in Indiana Code (“IC”) 32-29-7-5 to the contrary notwithstanding, no waiver made by Borrower in this Mortgage or in any of the other terms and provisions of the Note or the Loan Documents shall constitute the consideration for or be deemed to be a waiver or release by Lender or any judgment holder of the Indebtedness by the Lender of the right to seek a deficiency judgment against Borrower or any other person who may be personally liable for the Indebtedness, which right to seek a deficiency judgment is hereby reserved, preserved and retained by Lender for its own behalf and its successors and assigns.

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(b) Without limiting the scope of the assignment of rents contained in this Mortgage, the assignment of rents set forth herein shall constitute an assignment of rents as set forth in IC 32-21-4-2 and thereby creates, and Borrower hereby grants to Lender, a security interest in the rents that will be perfected upon the recording of this Mortgage.

(c) Any references to “power of sale” in this Security Instrument are permitted only to the extent allowed by law.

(d) Borrower represents and warrants that (i) either (A) none of the Premises is within the definition of the term “property” as defined in IC 13-11-2-174 and no person is required, as a result of the execution and delivery of the Mortgage, to furnish to any other person the disclosure documents described in and provided for in the Indiana Responsible Property Transfer Law (IC 13-25-3-1, et seq.) or (B) all required disclosure documents have been timely delivered to all persons specified in the Indiana Responsible Property Transfer Law, and (ii) except as disclosed in any environmental audits and reports delivered to Lender, the Premises does not, to the knowledge of Borrower, contain any environmental defect as defined in IC 13-11-2-70. Failure by Borrower to fully comply with the Indiana Responsible Property Transfer Law shall constitute an Event of Default, and Lender shall be entitled to pursue any and all remedies provided herein and in the Loan Documents and under the Indiana Responsible Property Transfer Law.

(e) In no event shall any power of attorney granted herein give to Lender the right or the power of attorney or authority as attorney on behalf of Borrower to: (a) appear in any court of record and waive the service of process in an action to enforce the payment of money claimed to be due on or under this Mortgage; (b) confess judgment on this Mortgage for a sum of money to be ascertained in a manner other than by action of the court upon a hearing after notice to Borrower; or (c) release errors and rights of appeal from a judgment rendered for the matters described in subclause (a) or (b) hereof or to consent to the issue of execution on the judgment or the matters described in subclause (a) or (b) hereof.

ACKNOWLEDGEMENT OF RECEIPT

By signing below, Borrower agrees to all of the foregoing terms and provisions and also hereby acknowledges receipt of this Mortgage for the purpose of creating a mortgage lien and security interest in favor of Lender with respect to certain real property, improvements and personal property owned by Borrower and described herein. This Acknowledgement of Receipt is executed by the undersigned for the express purpose of acknowledging receipt by Borrower of the above-described documents, all pursuant to |.C. 26-1-9.1-502(f).

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IN WITNESS WHEREOF, Borrower has executed these presents as of the day and year first herein written.

PC Indiana Carmel LLC, an Indiana limited liabilit

Conrad lIvie (also known as Conrad B. lvie), President

STATEOF lennessee )

COUNTY OF Kno x )

On this Z\_ day of 0b \ _, 2025, before me appeared Conrad lvie (also known as Conrad B. Ivie), to me personally known, who, being by me duly sworn, did say that he is the President of PC Indiana Carmel LLC, an Indiana limited liability company, and that said instrument was signed on behalf of said limited liability company, and said Conrad Ivie (also known as Conrad B. Ivie) acknowledged said instrument to be the free act and deed of said limited liability company.

IN WITNESS WHEREOF, | have hereunto set my hand and affixed my official seal in the county

and state aforesaid on the day and year first above 1) We,

Notary Public

Doma Miller

Print Name

My commission expires:

Mau, 1G, joa?

[Signature Page to Mortgage, Security Agreement and Fixture Filing]

EXHIBIT A

For APN/Parcel ID(s): 29-10-22-022-003.000-018

Parcel 3 in Riverview Medical Park, an Addition to the City of Carmel, Hamilton County, Indiana, as per plat thereof recorded August 29, 2003 in Plat Cabinet 3, Slide 242, as Instrument Number 2003-88086 in the Office of the Recorder of Hamilton County, Indiana

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EXHIBIT B

All the estate, right, title and interest of Borrower (“Debtor”) in, to and under, or derived from:

1. Land. All those certain lot(s), piece(s) or parcel(s) of land more particularly described in Exhibit A, and all and singular the reversions or remainders in and to said land and the tenements, hereditaments, easements, rights-of-way or use, rights (including alley, drainage, crop, timber, logging and cutting, agricultural, horticultural, mineral, water, oil and gas rights), privileges, royalties and appurtenances to said land, now or hereafter belonging or in anywise appertaining thereto, including any such right, title, interest in, to or under any agreement or right granting, conveying or creating, for the benefit of said land, any easement, right or license in any way affecting other property and in, to or under any streets, ways, alleys, vaults, gores or strips of land adjoining said land or any parcel thereof, or in or to the air space over said land, all rights of ingress and egress by motor vehicles to parking facilities on or with said land, and all claims or demands of Debtor, either at law or in equity, in possession or expectancy, of, in or to the same (all of the foregoing hereinafter collectively called the “Land”).

2. Improvements. All buildings, structures, facilities and other improvements now or hereafter located on the Land, and all building material, building equipment and fixtures of every kind and nature now or hereafter owned by Debtor and located on the Land or attached to, contained in, or used in any such buildings, structures, facilities or other improvements (such fixtures collectively called the “Fixtures”), and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, owned by Debtor or in which Debtor has or shall acquire an interest (all of the foregoing hereinafter collectively called the “Improvements’).

3. Equipment. All chattels and articles of personal property, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, of every character and wherever situated, now or hereafter owned, constructed or acquired by Debtor or in which Debtor has or shall acquire an ownership interest, other than Inventory, which is in any way belonging, relating or appertaining to, or located on the Land herein described or the buildings and Improvements now erected or to be erected thereon, or used or intended to be used in connection with the Land, which is used in the operation of the buildings and Improvements, situated thereon (the "Mortgaged Property”), or placed on any part thereof, though not attached thereto (all of the foregoing hereinafter collectively called the “Equipment’). Equipment shall include any and all fixtures, appliances, machinery and equipment of any nature whatsoever, partitions, screens, awnings, shades, blinds, curtains and other articles of personal property at any time now or hereafter installed in, attached to or situated in or upon the Mortgaged Property, whether or not the personal property is or shall be affixed thereto, all to the extent owned by Debtor. Including, without limiting the generality of the foregoing, all plants, furnaces, incinerating and power equipment, boilers, machinery, engines, stokers, pumps, heaters, tanks, compressors, dynamos, motors, electrical transformers, fittings, siding, pipe, pipe connections, conduits, ducts, partitions, communication systems, storm and screen windows, doors, furniture, furnishings, elevators and motors, built-in filing cabinets, shelves, water coolers, signs, tools, switchboards and all equipment, appliances and apparatus of every kind and description now or hereafter affixed or attached to or contained within and used or procured for use in connection with said buildings or improvements for heating necessary for operation, cooling, lighting, plumbing, lifting, cleaning, fire extinguishing and preventing, communication, ventilating, sprinkling, irrigating, refrigerating or air conditioning, or for providing water, gas, electricity or other services or for general operation of the buildings and improvements, or the plan or business situate or operated thereon.

Such security interest shall extend to and include as weil as any and all proceeds of such fixtures and personal property and any and all subsequently acquired fixtures and personal property by way of replacement, substitution, addition or otherwise, all materials and work in process and the proceeds thereof.

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SPORES Meme clo

4. General Intangibles. All now owned and hereafter acquired accounts, contract rights, chattel paper, general intangibles (including, but not limited to, all of Debtor's now existing or hereafter arising tax and duty refunds, prepaid expenses, all now owned or hereafter acquired patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names and trade styles, license agreements, customer lists, blueprints, drawings and specifications relative to the rendering of services or the sale or manufacture of goods), documents and instruments, whether now owned or hereafter acquired by Debtor; Debtor's interest in the goods represented by all accounts and all returned, reclaimed or repossessed goods with respect thereto; all contracts and rights of Debtor for the sale of its shares: all of Debtor's present and future rights as an unpaid vendor including stoppage in transit, replevin or reclamation; all additional amounts now or hereafter due to Debtor from any account debtor and all construction funds irrespective of whether such additional amounts have been specifically assigned to Secured Party; all guarantees, Mortgages on real and personal property, letters of credit, trust receipts, bankers’ acceptances, choses in action or other agreements or property securing or relating to any of the items referred to above; all monies, deposits, securities, bank accounts, instruments, credits and other property now or hereafter held by Secured Party or any other entity which at any time participates in Secured Party’s financing of Debtor; all licenses, permits, franchises, certificates and other rights, privileges and documents obtained in connection with or necessary in the operation of the Mortgaged Property; all plans and specifications, architectural contracts, construction contracts, all leases with respect to any part of the Mortgaged Property, and all rents, revenues, royalties, bonuses, accounts, issues and profits arising out of the operation of the Mortgaged Property; and all rights and remedies of Debtor under or in connection with such collateral;

5. Proceeds and Awards. All unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Debtor, all proceeds of the conversion, voluntary or involuntary, of any of the property described in the GRANTING CLAUSES into cash or other liquidated claims, including proceeds of hazard, title and other insurance, and all judgments, damages, awards, settlements and compensation (including interest thereon) heretofore or hereafter made to the present and all subsequent owners of the Land, the Improvemenis, the Equipment and/or any other property or rights encumbered or conveyed hereby for any injury to or decrease in the value thereof for any reason, or by any governmental or other lawful authority for the taking by eminent domain, condemnation or otherwise of all or any part thereof, including awards for any change of grade or streets.

The collateral listed in this Exhibit B includes any monies on deposit for the payment of real estate taxes, insurance premiums or special assessments against the Premises and all proceeds paid for damage done to the collateral described in this Exhibit B or the Premises and all proceeds of any award or claim for damages for any of the collateral described in this Exhibit B or the Premises taken or damaged under the power of eminent domain or by condemnation and all rents, issues and profits of and from the Premises and all leases or subleases of the Premises.

6. Additional Collateral. All of Debtor's right, title and interest in and to the following, whether now and hereafter owned, acquired, leased or arising (the “Collateral’): (a) all Accounts, Equipment, General Intangibles, Fixtures, Inventory, chattel paper, minerals, deposit accounts, documents, goods, inventory, investment property, letter of credit rights, software, and other personal property, tangible and intangible; (b) to the extent assignable, all plans, permits, licenses, certificates, environmental and endangered species participation rights, construction plans, specifications, blue-prints, and trade-names; (c) any and all leases, sub-leases, rental agreements, contract rights, and instruments now or hereafter owned or used in connection with the Premises; (d) all Debtor’s property now or hereafter in the possession of Lender, including but not limited to deposit accounts, savings accounts, credits, certificates of deposit, promissory notes, instruments, certificates of title, documents of title, chattel paper, deposits of insurance or condemnation proceeds, and the like; (e) all proceeds and products of, all substitutions and replacements for, and all additions, attachments and accessions to, any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance payable by reason of loss or damage or otherwise with respect to any Collateral (whether or not Lender is the loss payee thereof) or under any indemnity, warranty or guaranty payable by reason of loss or damage to any of the foregoing Collateral.

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Soyewecsn rors eo

Exhibit C

Lease Agreement dated November 30, 2018, as amended by the First Amendment to Lease dated April 2, 2019, Commencement Date Certificate and Lease Amendment dated May 11, 2020, Second Amendment to Lease dated September 23, 2020, with Intuitive Health of Hamilton County, LLC, a Delaware limited liability company.

Sublease Agreement dated November 30, 2018, by and between Intuitive Health of Hamilton County, LLC, a Delaware limited liability company, as sublandlord, and Riverview Health, an Indiana County Hospital, as subtenant.

Recognition Agreement dated November 30, 2018, with Intuitive Health of Hamilton County, LLC, a Delaware limited liability company, Intuitive Health, LLC, a Texas limited liability company, and Riverview Health, an Indiana County Hospital.

Master Services Agreement dated January 31, 2018, with Intuitive Health of Hamilton County, LLC, a

Delaware limited liability company, and Intuitive Health, LLC, a Texas limited liability company, and Riverview Health, an Indiana County Hospital.

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