Exhibit 10.5


 


DRAFTED BY AND


WHEN RECORDED RETURN TO:


 


Scott A. Steinhoff, Esq.


Dykema Gossett PLLC


39577 Woodward Avenue, Suite 300


Bloomfield Hills, MI 48304


MORTGAGE


 


ASSIGNMENT OF LEASES AND RENTS


AND FIXTURE FILING


 


THIS MORTGAGE (“Mortgage”)
made as of June 3, 2021, PRIDE ONE CHERRY TREE, LLC, an Ohio limited liability company and IPN-PRIDE INVESTMENT HOLDINGS, LLC,
an Ohio limited liability company (collectively, “Mortgagor”), whose address is 2211 Medina Road, Suite 100, Medina, OH
44256, in favor of PHR OP LENDER SUB, LLC, a Michigan limited liability company (“Mortgagee”), whose address is 1140
Reservoir Ave., Cranston, RI 02920-6320.


 


RECITALS


 


As of this date, Mortgagor
and made and delivered a Promissory Note (the “Note”) to Mortgagee in the initial principal amount of Seven Million Six Hundred
Eighty-Nine Thousand Five Hundred Ninety Three and 65/100 Dollars ($7,689,593.65). As security for repayment of all sums due under the
Note, Mortgagee has required and Mortgagor has agreed to grant to Mortgagee this mortgage on a parcel of property located in Grand Traverse
County, Michigan as more particularly described on the attached Exhibit A.


 






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NOW, THEREFORE, in consideration
of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
to secure (i) the payment of the Indebtedness (as such term is defined below) and Impositions (as such term is defined below) and the
interest thereon, (ii) the payment of any advances or expenses of any kind incurred by Mortgagee pursuant to the provisions of or on account
of the Note or this Mortgage, (iii) the repayment of all Indebtedness arising under or in connection with the Note, (iv) the performance
of the obligations of the Mortgagor under the Note, and (v) the performance of the obligations of Mortgagor under the Note, the parties
hereby agree as follows:


 


ARTICLE
1




 


GRANTING PROVISIONS


 


The Mortgagor does hereby
grant, bargain, sell, release, convey, assign, transfer, grant a security interest in, mortgage and warrant to Mortgagee, its successors
and assigns forever, all of the estate, title and interest of Mortgagor, in law or equity, in and to (a) the certain real estate located
in Grand Traverse County, Michigan, more particularly described in Exhibit A attached hereto, and (b) such real estate and
the buildings and improvements now existing, being constructed, or hereafter constructed or placed thereon, all of the rights, privileges,
licenses, easements and appurtenances belonging to such real estate (including all heretofore or hereafter vacated streets or alleys which
are about such real estate), and all fixtures of every kind whatsoever located in or on, or attached to, and used or intended to be used
in connection with or with the operation of such real estate, buildings, structures or other improvements thereon or in connection with
any construction now or to be conducted or which may be conducted thereon, together with all building materials and equipment now or hereafter
delivered to such real estate and intended to be installed therein; any rental revenues, payments, repayments, income, profits, charges,
accounts, general intangibles, and moneys derived by Mortgagor from the lease, sublease, sale, rental or other disposition of such property,
including, but not limited to, all rights conferred by Act No. 210 of the Michigan Public Acts of 1953, as amended (MCLA 554.231 et seq.),
and Act No. 228 of the Michigan Public Acts of 1925 as amended (MCLA 554.211 et seq.) (“Rents”) and subject to the terms and
conditions herein, the proceeds from any insurance proceeds or condemnation award pertaining thereto (the foregoing provisions shall constitute
an absolute and present assignment of the Rents and other benefits derived from the Property, subject however to the conditional permission
given to Mortgagor to collect and use such rentals, revenues and other benefits that are hereinabove provided until the occurrence of
an Event of Default and the existence or exercise of such right shall not operate to subordinate this assignment to any subsequent assignment,
in whole or in part, by the Mortgagor); and all extensions, additions, improvements, betterments, renewals, substitutions and replacements
to any of the foregoing, and the proceeds of any of the foregoing (all of the foregoing being hereinafter collectively called “Property”).


 


The Mortgagor further hereby
grants, conveys, and assigns to Mortgagee, its successors and assigns all rents, issues and profits of any of the foregoing and all proceeds
of the conversion (whether voluntary or involuntary) of any of the same into cash or liquidated claims, including, without limitation,
proceeds of Insurance and condemnation awards.


 


TO HAVE AND TO HOLD the Property
hereby conveyed, granted and assigned, unto Mortgagee, and its successors and assigns forever, for the uses and purposes herein set forth.


 






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ARTICLE
2




 


REPRESENTATIONS AND WARRANTIES


 


2.1             General.
Mortgagor represents and warrants that it is the sole lawful owner in fee simple of the Property, that its title in and to the Property
is free, clear and unencumbered except for those encumbrances, covenants and restrictions of record, the Ground Lease (defined below)
and hotel guests in occupancy as of the date of this Mortgage and except for real estate taxes and assessments not yet due and payable;
that it has good legal right, authority, and full power to sell and convey the same and to execute this Mortgage; that Mortgagor will
make any further assurances of title that Mortgagee may reasonably require; that Mortgagor will warrant and defend the Property against
all claims and demands whatsoever, and that Mortgagor will keep and observe all of the terms of this Mortgage on Mortgagor's part to
be performed.


 


COVENANTS


 


Mortgagor hereby covenants
and agrees with Mortgagee as follows:


 


2.2             Indebtedness.
Mortgagor will promptly pay and perform, or promptly cause to be paid and performed, when due, the following obligations (hereinafter
collectively called “Indebtedness”):


 


(a)              each
and every term, provision, condition, obligation, covenant, and agreement of Mortgagor set forth in this Mortgage and the Note, and in
any amendments, modifications or restatements to any of the foregoing;


 


(b)              all
Protective Advances. The words “Protective Advance” mean an indebtedness or obligation that is secured by this Mortgage and
that arises because Mortgagee makes an expenditure or expenditures (i) to fulfill or perform an obligation of Mortgagor under this Mortgage,
with respect to the Property, that Mortgagor has failed to fulfill or perform, (ii) to preserve the priority of this Mortgage and the
value of the Property, or (iii) for reasonable attorney fees or other expenses that are incurred in exercising a right or remedy under
this Mortgage or that Mortgagor has agreed in this Mortgage to reimburse to Mortgagee; and


 


(c)              Mortgagor’s
obligations under the Purchase Agreement.


 


2.3            Impositions.
Mortgagor will pay, or cause to be paid, before the same become delinquent, all of the following (hereinafter collectively called “Impositions”):
all real estate taxes, personal property taxes, assessments, water and sewer rates and charges, and all other governmental levies and
charges, of every kind and nature whatsoever, general and special, ordinary and extraordinary, which are assessed, levied, confirmed,
imposed or become a lien upon or against the Property or any portion thereof, and all taxes, assessments and charges upon the rents,
issues, income or profits of the Property, or which become payable with respect thereto or with respect to the occupancy, use or possession
of the Property, whether such taxes, assessments or charges are levied directly or indirectly. Mortgagor shall deliver proof of payment
of all such Impositions to Mortgagee upon the request of Mortgagee. Notwithstanding any provision to the contrary in this Section 2.3,
any tax or special assessment which is a lien on the Property may be paid in installments, provided that each installment is paid on
or prior to the date when the same is due without the imposition of any penalty.


 


2.4             Compliance
with Laws. Mortgagor will comply with all federal, state and local laws, regulations and orders to which the Property or the activities
conducted on the Property are subject.


 


2.5             Condition
of Property. Mortgagor will maintain the Property in good order and condition and make all repairs necessary to that end, will suffer
no waste to the Property, and will cause all repairs and maintenance to the Property to be done in a good and workmanlike manner.


 


2.6             Improvements.
Mortgagor will not remove or materially change any improvements once installed or placed on the Property, or suffer or permit others
to do so.


 






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2.7             Insurance.
Mortgagor at its sole cost and expense shall provide and keep in force at all times with respect to the Property (with such deductibles
as may be reasonably satisfactory to Mortgagee, from time to time, in its reasonable discretion): (i) insurance against loss of or damage
to the Improvements by fire and other hazards covered by so-called “extended coverage” insurance, with a replacement cost
endorsement, and such other casualties and hazards as Mortgagee shall reasonably require from time to time; (ii) flood insurance in the
maximum available amount if the Improvements are located in a flood hazard area; (iii) business interruption insurance; (iv) boiler and
machinery insurance; (v) comprehensive general public liability insurance against claims for bodily injury, death or property damage
in customary and adequate amounts; (vi) workers' compensation insurance for all employees working at the Property, and, while the Property
is under construction or repair, builder's risk completed value insurance against “all risks of physical loss,” covering
the total value of work performed and equipment, supplies and materials furnished, and containing the “permission to occupy upon
completion of work or occupancy” endorsement; and (vii) such other Insurance on the Property (including, without limitation, increases
in amounts and modifications of forms of insurance existing on the date hereof), as Mortgagee may reasonably require from time to time.
The policies of insurance required by this Section 2.7 may be provided in umbrella policies which insure any and all real or personal
property in which Mortgagor has an interest in addition to the Property. Mortgagor shall deliver to Mortgagee all insurance policies
and certificates that are requested by Mortgagee. At least thirty (30) days prior to the expiration of each policy required to be provided
by Mortgagor, Mortgagor shall deliver certificates of renewal policies to Mortgagee with appropriate evidence of payment of premiums
therefore. All Insurance policies required by this Mortgage shall (1) include effective waivers by the insurer of all rights of subrogation
against any named insured and any other loss payee; (2) provide that no cancellation, reduction in amount or material change in coverage
thereof shall be effective until at least thirty (30) days after receipt by Mortgagee of written notice thereof; and (3) be reasonably
satisfactory in all other respects to Mortgagee. Mortgagor shall not permit any activity to occur or condition to exist on or with respect
to the Property that would wholly or partially invalidate any of the insurance thereon. Mortgagor shall give prompt written notice to
Mortgagee of any damage to, destruction of or other loss in respect of the Property, irrespective of whether any such damage, destruction
or loss gives rise to an insurance claim.


 


All proceeds of the insurance
required to be obtained by Mortgagor hereunder, other than those relating to the comprehensive general public liability insurance, shall
be held in trust for and paid promptly to Mortgagee, and Mortgagee may deduct from such proceeds any expenses, including, without limitation,
reasonable legal fees, incurred by Mortgagee in connection with adjusting and obtaining such proceeds (the balance remaining after such
deduction being hereinafter referred to as the "Net Insurance Proceeds"). Mortgagee may, at its option, either: (1) apply the
Net Insurance Proceeds in reduction or satisfaction of all or any part of the Indebtedness, whether then matured or not, in which event
Mortgagor shall be relieved of its obligation to maintain and restore the Property relating to such proceeds to the extent that Mortgagee
so applies such Net Insurance Proceeds; or (2) release the Net Insurance Proceeds to Mortgagor and Mortgagee shall apply any such Net
Insurance Proceeds to the restoration or reconstructing of the Property.


 


Without limiting Mortgagee's
rights under Section 3.9 of this Mortgage, if Mortgagor shall fail to keep the Property insured in accordance with this Mortgage and the
Note, Mortgagee may, but shall not be obligated to, do so, upon ten (10) days’ prior written notice to Mortgagor and if Mortgagor
fails to cure such insurance deficiency. Mortgagor shall reimburse Mortgagee on demand for amounts incurred or expended therefore, with
interest thereon pursuant to Section 3.9 hereof, and all such amounts incurred or expended, and all such interest thereon, shall be additional
Indebtedness of Mortgagor secured hereby.


 


Notwithstanding
the foregoing, Mortgagee acknowledges and agrees that certain insurance coverages will be provided by Tenant (as hereinafter defined)
in accordance with the Ground Lease (as hereinafter defined), and further, to the extent Mortgagor is required to provide a credit
to Tenant, as Buyer under the Purchase Agreement (as hereinafter defined) with respect to such casualty or otherwise assign proceeds of
casualty insurance pursuant to Section 10.1 of the Purchase Agreement, Mortgagee shall permit proceeds of insurance to be addressed as
set forth in the Purchase Agreement and shall not apply Net Insurance Proceeds to the Indebtedness or require restoration or reconstructing
of the Property.


 






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2.8             Sale,
Transfer or Encumbrance.


 


(a)              Mortgagor
will not further mortgage, sell or convey, or grant a deed of trust, pledge, or grant a security interest in any of the Property after
the date of this Mortgage, or contract to do any of the foregoing, or execute a land contract or installment sales contract, enter into
a lease (whether with or without option to purchase) or otherwise dispose of, further encumber or suffer the encumbrance of any of the
Property, whether by operation of law or otherwise. Notwithstanding the foregoing, Mortgagor is expressly permitted to enter into that
certain Ground Lease by and between Mortgagor, as landlord, and PHR CHERRY PROPCO, LLC, LLC, a Michigan limited liability company (“Tenant”),
as tenant (as the same may be amended from time to time, the “Ground Lease”), in connection with that certain Purchase and
Sale Agreement by and between Mortgagor, as Seller, and The Procaccanti Group, LLC, as Buyer, dated April 28, 2021 (as amended and assigned,
the “Purchase Agreement”). Mortgagee acknowledges and agrees that (i) certain of Mortgagor’s covenants and obligations
under this Mortgage and under the Note shall be satisfied directly by Tenant under the Ground Lease as set forth therein; (ii) Tenant
is an affiliate of Mortgagee; and (iii) in the event of any conflict between the terms of this Mortgage and the Ground Lease, during
the term of the Ground Lease, the terms of the Ground Lease shall control.


 


(b)              Mortgagor
shall pay and discharge promptly, at Mortgagor's cost and expense, all liens, encumbrances, and charges upon any part of the Property
or any interest therein. If Mortgagor shall fail to discharge any such lien, encumbrance, or charge, then, in addition to any other right
or remedy of Mortgagee, Mortgagee may, but shall not be obligated to, discharge the same, either by paying the amount claimed to be due,
or by procuring the discharge of such lien by depositing in court a bond or the amount claimed or otherwise giving security for such
claim, or in such manner as is or may be prescribed by law.


 


(c)              Mortgagor
will not institute or cause to be instituted any proceedings that could change the permitted use of the Property from the use presently
zoned, and shall not grant any easements or licenses with respect to the Property.


 


(d)              If
a portion of the Property, or any beneficial interest therein, is sold, conveyed, transferred, encumbered, or full possessor rights therein
transferred, whether voluntarily, involuntarily or by operation of law, then the Mortgagee may declare all sums secured by this Mortgage
to be immediately due and payable, whether or not the Mortgagee has consented or waived its rights in connection with any previous transaction
of the same or a different nature. Notwithstanding the foregoing, the foregoing shall not be applicable if a portion or all of the Property
is sold, conveyed, transferred, encumbered, or full possessor rights therein transferred by Tenant or an affiliate thereof.


 


2.9             Eminent
Domain.


 


(a)              Mortgagor
shall give prompt notice to Mortgagee upon Mortgagor's obtaining knowledge of (i) any interest on the part of any person possessing or
who has expressed the intention to possess the power of eminent domain to purchase or otherwise acquire the Property or (ii) the commencement
of any action or proceeding to take the Property by exercise of the right of condemnation or eminent domain or of any action or proceeding
to close or to alter the grade of any street on or adjoining the Property. At its option Mortgagee may participate in any such actions
or proceedings in the name of Mortgagee or, whenever necessary, in the name of Mortgagor, and Mortgagor shall deliver to Mortgagee such
instruments as Mortgagee shall request to permit such participation. Mortgagor shall not settle any such action or proceeding, whether
by voluntary sale, stipulation or otherwise, or agree to accept any award or payment without the prior written consent of Mortgagee,
which consent shall not be unreasonably withheld. The total of all amounts awarded or allowed with respect to all right, title and interest
in and to the Property or the portion or portions thereof taken or affected by such condemnation or eminent domain proceeding and any
interest thereon (herein collectively called “Award”) is hereby assigned to, and shall be paid upon receipt thereof, to Mortgagee
and the amount received shall be retained and applied as provided in Paragraph 2.9(b) below, but only to the extent the Award has not
previously been pledged and assigned to a priority mortgagee or secured party on the Property.


 






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(b)              Upon
Mortgagee's receipt of any Award, Mortgagee may, at its option, either: (i) retain and apply the Award toward the Indebtedness; or (ii)
subject to such escrow provisions as Mortgagee may require, pay the Award over in whole or part to pay or reimburse Mortgagor for the
cost of restoring or reconstructing the Property remaining after such taking (“Remaining Property”). If Mortgagee elects
to pay the Award, or any part thereof, over to Mortgagor upon the completion of the restoration or reconstruction of the Remaining Property,
any portion of the Award not used for the restoration or reconstruction of the Remaining Property shall, at the option of Mortgagee,
be applied in reduction of the Indebtedness; provided, however, that to the extent that such portion of the Award shall exceed the amount
required to satisfy in full the Indebtedness, Mortgagee shall pay the amount of such excess to Mortgagor or otherwise as required by
law. In no event shall Mortgagee be required to release this Mortgage until the Indebtedness is fully paid and performed, nor shall Mortgagee
be required to release from the lien of this Mortgage any portion of the Property so taken until Mortgagee receives the Award for the
portion so taken.


 


(c)              The
application of the Award toward payment or performance of any of the Indebtedness shall not be deemed a waiver by Mortgagee of its right
to receive payment or performance of the balance of the Indebtedness in accordance with the provisions of this Mortgage, the Note and
in any amendments, modifications or restatements to any of the foregoing. Mortgagee shall have the right, but shall be under no obligation,
to question or appeal the amount of the Award, and Mortgagee may accept same without prejudice to the rights that Mortgagee may have
to question or appeal such amount. In any such condemnation or eminent domain action or proceeding Mortgagee may be represented by attorneys
selected by Mortgagee, and all sums paid by Mortgagee in connection with such action or proceeding, including, without limitation, attorneys'
fees, court costs, expenses and other charges relating thereto shall, on demand, be immediately due and payable from Mortgagor to Mortgagee
and the same shall be added to the Indebtedness and shall be secured by this Mortgage.


 


(d)              Notwithstanding
any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in
value of the Property by any public or quasi-public authority or corporation, the Indebtedness shall continue to bear interest until
the Award shall have been actually received by Mortgagee, and any reduction in the Indebtedness resulting from the application by Mortgagee
of the Award shall be deemed to take effect only on the date of such receipt thereof by Mortgagee.


 


2.10           Rights
of Mortgagee. If Mortgagor fails to pay when due any Impositions when so required by this Mortgage, or if an Event of Default occurs
under this Mortgage, Mortgagee may at its option (but shall not be obligated to) pay such Impositions or cure such default. If Mortgagor
fails to pay or perform any of its obligations under this Mortgage with respect to the Property, Mortgagee at its option may (but shall
not be obligated to) pay or perform any such obligations of Mortgagor. Mortgagee may enter upon the Property for the purpose of performing
any such act, or to inspect the Property. All Impositions paid by Mortgagee and all monies expended by Mortgagee in paying or performing
any such obligations of Mortgagor, or curing any Event of Default (including legal expenses and disbursements), shall bear interest at
a floating rate per annum equal to six percent (6%) in excess of the Prime Rate of Fifth Third Bank then in effect, and such interest
shall be paid by Mortgagor upon demand by Mortgagee and shall be additional Indebtedness secured by this Mortgage.


 






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2.11         Conflict
Among Agreements. In the event of any conflict between the provisions of this Mortgage and the provisions of the Note, the provisions
of the Note shall prevail.


 


2.12           Notifications.
Mortgagor shall notify Mortgagee promptly of the occurrence of any of the following:


 


(a)              
a fire or other casualty causing damage to the Property in excess of $5,000;


 


(b)              
receipt of notice of condemnation of the Property or any part thereof;


 


(c)              
receipt of notice from any governmental authority relating to the structure, use or occupancy of the Property;


 


(d)              
receipt of any notice of alleged default from the holder of any lien or security Interest in the Property;


 


(e)              
the commencement of any litigation affecting the Property;


 


(f)               
any change in the occupancy of the Property; or


 


(g)              
any cancellation or expiration of the insurance required to be maintained in accordance with Section 2.7 hereof.


 


2.13           Hazardous
Substances.


 


(a)              As
used in this Section: (i) “Hazardous Substances”: are those substances defined as toxic or hazardous substances, pollutants,
or wastes by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides
and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials; (ii) “Environmental
Law” means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental
protection; (iii) “Environmental Cleanup” includes any response action, remedial action, or removal action, as defined in
Environmental Law; (iv) an “Environmental Condition” means a condition that can cause, contribute to, or otherwise trigger
an Environmental Cleanup; (v) the terms “Release”, “Owner,” “Operator,” “Environment,”
and “Natural Resources” shall have the same meanings and definitions as set forth in the Comprehensive Environmental Response
Compensation and Liability Act as amended, 42 U.S.C. §9601 et seq. and regulations promulgated thereunder (collectively “CERCLA”)
and any corresponding state or local law or regulation, provided, however, that as used herein the term Hazardous Substance shall also
include: (A) any Pollutant or Contaminant as defined by CERCLA or by any other Environmental Law; (B) any Solid Waste, Hazardous Constituent
or Hazardous Waste as defined by, or as otherwise identified by, the Resource Conservation and Recovery Act as amended 42 U.S.C. §6901
et seq. or regulations promulgated thereunder (collectively, “RCRA”) or by any other Environmental Law; and (C) crude oil,
petroleum, and fractions or distillates thereof; and (vi) the terms “Storage,” “Treatment,” and “Disposal,”
shall have the same meanings and definitions as set forth in RCRA.


 


(b)              Mortgagor
shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances, or threaten to release any Hazardous
Substances, on or in the Property, which results in the violation of any Environmental Law. Mortgagor shall not do, nor allow anyone
else to do, anything affecting the Property (I) that is in violation of any Environmental Law, (ii) which creates an Environmental Condition,
or (iii) which, due to the presence, use, or release of a Hazardous Substance, creates a condition that materially and adversely affects
the value of the Property. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities
of Hazardous Substances that are generally recognized to be appropriate to normal uses and to maintenance of the Property (including,
but not limited to, hazardous substances in consumer products).


 






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(c)              Mortgagor
shall promptly give Mortgagee written notice of (i) any investigation, claim, demand, lawsuit or other action by any governmental or
regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Mortgagor has actual
knowledge, (ii) any Environmental Condition, including but not limited to, any spilling, leaking, discharge, release or threat of release
of any Hazardous Substance, and (iii) any condition caused by the presence, use or release of a Hazardous Substance which materially
and adversely affects the value of the Property. If Mortgagor learns, or is notified by any governmental or regulatory authority, or
any private party, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Mortgagor shall
promptly take all necessary remedial actions in accordance with Environmental Law. Nothing herein shall create any obligation on Mortgagee
for an Environmental Cleanup.


 


(d)              The
Mortgagor hereby agrees to release, hold harmless, defend and indemnify Mortgagee from, for and against all actual or threatened claims,
costs (including but not limited to the cost of investigation, removal, remediation and other cleanup of Hazardous Substances, and reasonable
fees of attorneys and other professionals, experts and consultants retained by Mortgagee) demands, orders, losses, lawsuits, liabilities,
damages (including without limitation all consequential damages) and expenses whether brought collectively or individually by Mortgagor,
a governmental authority or any other third party (all the foregoing hereinafter collectively referred to as “Losses”) arising
from or related to any of the following:


 


(i)           The
past, present or future Release, threatened Release, Storage, Treatment, accumulation, generation, utilization, Disposal, transportation
or other handling or migration of any Hazardous Substance on, in, onto, or from the Property.


 


(ii)             The
violation or alleged violation of Environmental Laws occurring on or related to the Property.


 


(iii)           Any
action taken by Mortgagee to eliminate, prevent, or mitigate the potential adverse impact on the Real Estate or the Mortgagee as a result
of or in anticipation of any actual, suspected or threatened violation of Environmental Laws or Release or threatened Release of a Hazardous
Substance on, in or from or otherwise affecting the Property; such action may include but need not be limited to, the disposition, distribution,
sale, disclaimer, or renunciation or any portion of the Real Estate.


 


(iv)           The
costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure,
remedial or other required plans.


 


Clauses (d)(i) through (iv) above are hereinafter
referred to collectively as “Environmental Matters.”


 


(e)              The
Mortgagor hereby agrees that Mortgagee shall be reimbursed directly by the Mortgagor or if a sale of all or part of the Real Estate occurs,
from the Real Estate or proceeds thereof for any Losses suffered or sustained or threatened to be suffered or sustained by Mortgagee
as a result of Environmental Matters, until such time as the Mortgagee has been reimbursed in full.


 


(f)               This
indemnity shall survive the release of the lien of this Mortgage, or the extinguishment of the lien by foreclosure or deed in lieu thereof
or by any other action. The foregoing covenant regarding survival shall survive such release or extinguishment. Notwithstanding anything
in this Mortgage to the contrary, Mortgagor’s indemnity obligations shall not apply to matters relating to or arising from Mortgagee’s
and/or Tenant’s own negligence or misconduct, and under no circumstances shall Mortgagor be liable for punitive or consequential
damages.


 






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ARTICLE
3




 


EVENTS OF DEFAULT


 


Any of the following events
shall be an Event of Default:


 


3.1             
Cross-Default. A default beyond any applicable notice and cure period occurs under


 


(a)              any
of the Note or in any amendments, modifications or restatements to any of the foregoing; or


 


(b)              the
Purchase Agreement or any documents entered into in connection with the First Closing (as such term is defined in the Purchase Agreement)
by Mortgagor as Seller thereunder; or


 


(c)               the
Ground Lease by Mortgagor, as Landlord thereunder.


 


3.2             
Breach of Covenants. Mortgagor defaults in the performance or observance of any of the following covenants:


 


(a)              to
maintain in force the insurance required by Section 2.7 (Insurance) of this Mortgage;


 


(b)              to
comply with any of the notice requirements set forth in Section 2.9 (Insurance), Section 3.8 (Eminent Domain) or Section 2.12 (Notifications)
of this Mortgage; or


 


(c)              any
other covenant or agreement contained in this Mortgage and such default continues for 30 days after notice thereof from Mortgagee.


 


3.3             Representation
or Warranty. Any representation or warranty of the Mortgagor under this Mortgage or any other Loan Document is untrue or misleading
in any material respect.


 


3.4           Foreclosure.
A foreclosure proceeding (whether judicial or otherwise) is instituted with respect to any mortgage or lien of any kind encumbering
any portion of the Property.


 


3.5            Other
Obligations. Any default occurs under any other obligation of Mortgagor to Mortgagee or otherwise described herein as Indebtedness.


 


3.6             Waste.
Mortgagor shall fail to pay taxes and/or assessments assessed against the Property or any installment thereof, or any insurance premiums
or policies covering the Property, or any part thereof shall constitute waste (although the meaning of the term “waste” shall
not necessarily be limited to such nonpayment), as provided by Act No. 236 of the Public Acts of Michigan of 1961, as amended, and shall
entitle Mortgagee to all remedies provided for therein. Mortgagor further agrees to and does hereby consent to the appointment of a receiver
under such statute, should Mortgagee elect to seek such relief thereunder.


 






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ARTICLE
4




 


REMEDIES


 


4.1             Remedies.
Upon the occurrence, and until the waiver by Mortgagee, of an Event of Default:


 


(a)              Mortgagee
may declare the entire balance of the Indebtedness to be immediately due and payable, and upon any such declaration, the entire unpaid
balance of the Indebtedness shall become and be immediately due and payable, without presentment, demand, protest or further notice of
any kind, all of which are hereby expressly waived by Mortgagor.


 


(b)             Mortgagee
may institute a proceeding or proceedings, judicial or otherwise, for the complete or partial foreclosure of this Mortgage under any
applicable provision of law.


 


(c)              Mortgagee
may institute a proceeding or proceedings to eject Mortgagor from possession of the Property and to obtain possession of the Property
by Mortgagee, with or without instituting a foreclosure proceeding.


 


(d)              Mortgagee
may sell (the power of sale, if permitted and provided by applicable law, being expressly granted by Mortgagor to Mortgagee) the Property,
and all estate, right, title, interest, claim and demand of Mortgagor therein, and all rights of redemption thereof, at one or more sales,
as an entirety or in parcels, with such elements of real and/or personal property, and at such time and place and upon such terms as
Mortgagee may deem expedient, or as may be required by applicable law, and In the event of a sale, by foreclosure or otherwise, of less
than all of the Property, this Mortgage shall continue as a lien and security interest on the remaining portion of the Property. Mortgagee
is hereby authorized and empowered to sell the Property, or cause the same to be sold and to convey the same to the purchaser in any
lawful manner, including but not limited to that provided by Chapter 32 of the Revised Judicature Act of Michigan, entitled “Foreclosure
of Mortgage by Advertisement,” which permits the Mortgagee to sell the Property without affording the Mortgagor a hearing, or giving
it actual personal notice. The only notice required under such Chapter 32 is to publish notice in a local newspaper and to post a copy
of the notice on the Property.


 


(e)              WAIVER:
BY CONFERRING THIS POWER OF SALE UPON THE MORTGAGEE, THE MORTGAGOR, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, AFTER AN OPPORTUNITY FOR
CONSULTATION WITH ITS LEGAL COUNSEL, HEREBY VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS
OF THE UNITED STATES AND UNDER THE CONSTITUTION AND LAWS OF THE STATE OF MICHIGAN, BOTH TO A HEARING ON THE RIGHT TO EXERCISE AND THE
EXERCISE OF THE POWER OF SALE, AND TO NOTICE EXCEPT AS REQUIRED BY THE MICHIGAN STATUTE WHICH PROVIDES FOR FORECLOSURE OF MORTGAGES BY
ADVERTISEMENT.


 


(f)               Mortgagee
may institute an action, suit or proceeding in equity for the specific performance of any of the provisions contained in this Mortgage,
the Note and in any amendments, modifications or restatements to any of the foregoing.


 


(g)              Mortgagee
may apply for the appointment of a receiver, custodian, trustee, liquidator or conservator of the Property and the Rents to be vested
with the fullest powers permitted under applicable law, as a matter of right and without regard to, or the necessity to disprove, the
adequacy of the security for the Indebtedness or the solvency of Mortgagor or any other person liable for the payment of the Indebtedness,
and Mortgagor and each such person liable for the payment of the Indebtedness consents or shall be deemed to have consented to such appointment.
Nonpayment of any taxes, assessments, insurance or any utility rates levied, assessed or imposed on all or any part of the Property shall
constitute waste and entitle the Mortgagee to exercise the remedies afforded by Section 2927 of the Michigan Revised Judicature Act of
1961 (MCL 600.2927), as now or hereafter amended, or by any other statute or law now or hereafter in effect.


 






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(h)              To
the extent permitted by law, Mortgagee may enter upon the Property, and exclude Mortgagor and its agents and servants wholly therefrom,
without liability for trespass, damages or otherwise, and take possession of all books, records and accounts relating thereto and all
other Property; and having and holding the same Mortgagee may use, operate, manage, preserve, control and otherwise deal therewith and
conduct the business thereof, without interference from Mortgagor; and upon each such entry and from time to time thereafter Mortgagee
may, at the expense of Mortgagor and the Property, without interference by Mortgagor and as Mortgagee may deem advisable, (i) insure
or reinsure the Property, (ii) make all necessary or proper repairs, renewals, replacements, alterations, additions, betterments and
improvements thereto and thereon and (iii) in every such case in connection with the foregoing have the right to exercise all rights
and powers of Mortgagor with respect to the Property, either in Mortgagor's name or otherwise.


 


(i)                Mortgagee
may, with or without entering upon the Property, collect, receive, sue for and recover in its own name all Rents and cash collateral
derived from the Property, and may deduct therefrom alt costs, expenses and liabilities of every character incurred by Mortgagee in controlling
the same and in using, operating, managing, preserving and controlling the Property, and otherwise in exercising Mortgagee's rights under
this Mortgage or the other Note, including, but not limited to, all amounts disbursed to pay Impositions, insurance premiums and other
charges in connection with the Property, as well as compensation for the services of Mortgagee and its respective attorneys, agents and
employees. Mortgagee may release any portion of the Property for such consideration as Mortgagee may require without, as to the remainder
of the Property, in any way impairing or affecting the position of Mortgagee with respect to the balance of the Property; and Mortgagee
may accept by assignment, pledge or otherwise any other property in place thereof as Mortgagee may require without being accountable
for so doing to any other lien holder.


 


(j)                Mortgagee
may take all actions, or pursue any other right or remedy, permitted under the Uniform Commercial Code in effect in the State in which
the Property is located, under any other applicable law or in equity.


 


4.2            Mortgagee's
Cause of Action. Mortgagee shall have the right, from time to time, to bring an appropriate action to recover any sums required to
be paid by Mortgagor under the terms of this Mortgage, and/or the other Note, as the same become due, without regard to whether or not
the principal indebtedness or any other sums secured by this Mortgage, and/or the other Note, shall be due, and without prejudice to
the right of Mortgagee thereafter to institute foreclosure or otherwise dispose of the Property or any part thereof, or any other action,
for any default by Mortgagor existing at the time the earlier action was commenced.


 


4.3           Costs
and Expenses. There shall be allowed and included as additional Indebtedness secured by the lien of this Mortgage, to the extent
permitted by law, all expenditures and expenses of Mortgagee for attorneys' fees, court costs, appraisers' fees, sheriff's fees, documentary
and expert evidence, stenographers' charges, publication costs and such other costs and expenses as Mortgagee may deem reasonably necessary
to exercise any remedies or to evidence to bidders at any sale of the Property the true condition of the title to or the value of the
Property. All such expenditures and expenses shall bear interest at a floating rate per annum equal to six percent (6%) in excess of
the Prime Rate of Fifth Third Bank then in effect, and such interest shall be paid by Mortgagor upon demand by Mortgagee and shall be
additional Indebtedness secured by this Mortgage.


 






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4.4             Proceeds.
The proceeds received by Mortgagee in any foreclosure sale of the Property shall be distributed and applied in the following order of
priority: first, on account of all costs and expenses incident to the foreclosure proceedings, including all such items as are mentioned
in Section 4.3; second, to all other items which under the terms hereof constitute Indebtedness or Impositions; and, third, any surplus
to Mortgagor, its legal representatives or assigns, or to third persons with rights to the proceeds, as their rights may appear.


 


4.5              Receiver.
Without limiting the application of Section 5.1 of this Mortgage, upon, or at any time after, the filing of a suit to foreclose this
Mortgage, Mortgagee shall be entitled to have a court appoint a receiver of the Property. Such appointment may be made either before
or after sale, without notice to Mortgagor or any other person, without regard to the solvency of the person or persons, if any, liable
for the payment of the Indebtedness and without regard to the then value of the Property, and Mortgagee may be appointed as such receiver.
The receiver shall have the power to collect the rents, issues and profits of the Property during the pendency of such foreclosure suit,
as well as during any further times when Mortgagee, absent the intervention of such receiver, would be entitled to collect such rents,
issues and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management
and operation of the Property during the whole of such period. The court from time to time may authorize the receiver to apply net income
in the Receiver's hands in payment in whole or in part of the Indebtedness, or in payment of any tax, assessment or other lien that may
be or become superior to the lien hereof or superior to a decree foreclosing this Mortgage, provided such application is made prior to
foreclosure sale. The receiver shall have the power to collect the rents, issues, and profits of the Property during the pendency of
such foreclosure suit, as well as during any further times when Mortgagee, absent the intervention of such receiver, would be entitled
to collect such rents, issues, and profits, and exercise all other powers including those that may be necessary or are usual in such
cases for the protection, possession, control, management, and operation of the Property during the whole of such period, and may operate
the Property, prepare the Property for sale, market the Property, list the Property for sale, negotiate and execute sales agreements
for the Property, and sell the Property.


 


4.6              Rights
Cumulative. The rights of Mortgagee arising under the provisions and covenants contained in each of the Mortgage, and/or the other
Note shall be separate, distinct and cumulative, and none of them shall be exclusive of the others. In addition to the rights set forth
in this Mortgage or any other Note, Mortgagee shall have all rights and remedies now or hereafter existing at law or in equity or by
statute. Mortgagee may pursue its rights and remedies concurrently or in any sequence, and no act of Mortgagee shall be construed as
an election to proceed under any one provision herein or in such other documents to the exclusion of any other provision, anything herein
or otherwise to the contrary notwithstanding. Without notice to or consent of Mortgagor and without impairment of the lien and rights
created by this Mortgage, the Mortgagee may accept from Mortgagor or from any other person or persons, additional security for the indebtedness
secured by this Mortgage. Neither the giving of this Mortgage nor the acceptance of any such additional security shall prevent the Mortgagee
from resorting, first, to such additional security, or second, to the security created by this Mortgage, in either case without affecting
the lien hereof and the rights conferred hereunder. If Mortgagor falls to comply with this Mortgage, no remedy of law will provide adequate
relief to Mortgagee, and Mortgagee shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual
damages.


 


4.7              No
Merger. If Mortgagee shall at any time hereafter acquire title to any of the Property, then the lien of this Mortgage shall not merge
into such title, but shall continue in full force and effect to the same extent as if the Mortgagee had not acquired title to any of
the Property. Furthermore, if the estate of the Mortgagor shall be a leasehold, unless the Mortgagee shall otherwise consent, the fee
title of the Property shall not merge with such leasehold, notwithstanding the union of said estates either in the ground lessor or in
the fee owner, or in a third party, by purchase or otherwise. If, however, the Mortgagee shall be requested to and/or shall consent to
such merger or such merger shall nevertheless occur without its consent, then this Mortgage shall attach to and cover and be a lien upon
the fee title or any other estate in the Property demised under the ground lease acquired by the fee owner and the same shall be considered
as mortgaged to the Mortgagee and the lien hereof spread to cover such estate with the same force and effect as though specifically herein
granted.


 






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4.8             Waivers
of Mortgagor. Mortgagor hereby waives the benefit of any stay, moratorium, valuation or appraisal law or judicial decision, any defects
in any proceeding instituted by Mortgagee with respect to this Mortgage, and/or any of the other Note, and any right of redemption with
respect to the Property. Mortgagor waives any right to require marshalling of assets in connection with enforcement of Indebtedness and
any right to require the sale of the Property in parcels or in a single parcel to select the order in which parcels are to be sold or
to require a minimum bid or “upset” price. Mortgagor waives the right to all notices to which Mortgagor may otherwise be
entitled, except those expressly provided for herein. No delay on Mortgagee's part in exercising any power of sale, lien, option or other
right with respect to the Property, and no notice or demand which may be given to or made upon the Mortgagor by Mortgagee with respect
to any power of sale, lien, option or other right with respect to the Property, shall constitute a waiver thereof, or limit or impair
Mortgagee's right to take any action or to exercise any power of sale, lien option, or any other right with respect to the Property without
notice or demand, or prejudice Mortgagee's rights as against the Mortgagor in any respect. In addition, no action taken by Mortgagee
with respect to the Property shall in any way impair or limit Mortgagee's right to exercise any or all rights or remedies Mortgagee may
otherwise have against Mortgagor with respect to any Indebtedness. This Mortgage shall not, in any manner, be construed as a compromise
of any Indebtedness. The pledge of, and security interest in, the Property by the Mortgagor to Mortgagee are absolute, unconditional
and continuing and will remain in full force and effect until the Indebtedness have been fully paid and satisfied. The pledge of, and
security interest in, the Property will extend to and cover renewals of the Indebtedness and any number of extensions of time for payment
thereof and will not be affected by any surrender, exchange, acceptance or release by the Mortgagee of any other pledge or any security
held by it for any of the Indebtedness. Notice of acceptance of the pledge and security interest, notice of extensions of credit to the
Mortgagor from time to time, notice of default, diligence, presentment, protest, demand for payment, notice of demand or protest, notice
of making, renewing or extending any of the Indebtedness and any defense based upon a failure of Mortgagee to comply with the notice
requirements of the applicable version of Uniform Commercial Code are hereby waived. Mortgagee in its sole discretion may determine the
reasonableness of the period which may elapse prior to the making of demand for any payment upon the Mortgagor or any guarantor and it
need not pursue any of its remedies against any other party before having recourse against the Property.


 


THE UNDERSIGNED AND THE MORTGAGEE
ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING
HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT
TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS MORTGAGE OR THE
INDEBTEDNESS.


 






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ARTICLE
5




 


MISCELLANEOUS


 


5.1           Uniform
Commercial Code Security Agreement. This Mortgage is intended to be a security agreement pursuant to the Uniform Commercial Code
as adopted in the state where the Property is located for any of the items specified above as part of the Property which may be subject
to a security interest pursuant to the applicable version of the Uniform Commercial Code, and Mortgagor hereby grants Mortgagee a security
interest in such items. Mortgagor agrees that Mortgagee may file this mortgage instrument, or a reproduction thereof, in the real estate
records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction
of this Mortgage shall be sufficient as a financing statement. In addition, Mortgagor authorizes to Lender to file any financing statements
that Mortgagee may require to perfect a security interest with respect to said items. Mortgagor shall pay all costs of filing such financing
statement and any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record
searches for financing statements Mortgagee may require. Without the prior written consent of Mortgagee, Mortgagor shall not create or
suffer to be created pursuant to the Uniform Commercial Code any other security interest in such items, including replacements and additions
thereto. Upon any Event of Default under this Mortgage, Mortgagee shall have the remedies of a secured party under the Uniform Commercial
Code and, at Mortgagee's option, may also invoke the remedies provided in this Mortgage. In exercising any of said remedies, Mortgagee
may proceed against the items of real property and any items of personal property specified above as part of the Property separately
or together and in any order whatsoever, without in any way affecting the availability of Mortgagee's remedies under the Uniform Commercial
Code or of the remedies in this Mortgage. Mortgagor further authorizes Mortgagee to File UCC Financing Statements on behalf of Mortgagor
and Mortgagee with respect to the Property.


 


5.2             Waiver.
No delay or omission by Mortgagee to exercise any right shall impair any such right or be a waiver thereof, but any such right may be
exercised from time to time and as often as may be deemed expedient. Each waiver must be in writing and executed by Mortgagee to be effective,
and a waiver on one occasion shall be limited to that particular occasion.


 


5.3             Amendments
in Writing. No change, amendment, or modification hereof, or any part hereof, shall be valid unless in writing and signed by the
parties hereto or their respective successors and assigns.


 


5.4             Notices.
All notices, demands and requests given or required to be given by either party hereto to the other party shall be in writing and shall
be deemed to have been properly given if sent by U.S. registered or certified mail, postage prepaid, return receipt requested, or by
overnight delivery service, addressed as follows:


 





	To Mortgagor:	PRIDE ONE CHERRY TREE, LLC
	 	387 Medina Road, Suite 400
	 	Medina, OH 44256
	 	 
	 	IPN-PRIDE INVESTMENT HOLDINGS, LLC
	 	2211 Medina Road, Suite 100
	 	Medina, OH 44256
	 	 
	To Mortgagee:	PHR OP LENDER SUB, LLC
	 	1140 Reservoir Ave.
	 	Cranston, RI 02920-6320



 





or to such other address as Mortgagor or Mortgagee may from time to
time designate by written notice.


 


5.5             Interpretation.
The titles to the Sections and Paragraphs hereof are for reference only and do not limit in any way the content thereof. Any words herein
which are used in one gender shall be read and construed to mean or Include the other gender wherever they would so apply. Any words
herein which are used in the singular shall be read and construed to mean and to include the plural wherever they would so apply, and
vice versa.


 






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5.6            Covenant
Running With the Land. Any act or agreement to be done or performed by Mortgagor shall be construed as a covenant running with the
land and shall be binding upon Mortgagor and its successors and assigns as if they had personally made such agreement.


 


5.7           Complete
Agreement: Counterparts. This Mortgage and the Exhibits are the complete agreement of the parties hereto and supersede all previous
understandings relating to the subject matter hereof. This Mortgage may be amended only by an instrument in writing which explicitly
states that it amends this Mortgage, and is signed by the party against whom enforcement of the amendment is sought. This Mortgage may
be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the
same instrument.


 


5.8           Validity.
The provisions of this Mortgage are severable. If any term, covenant or condition of this Mortgage shall be held to be invalid, illegal
or unenforceable in any respect, the remainder of this Mortgage shall not be invalidated thereby, and this Mortgage shall be construed
without such provision.


 


5.9           Governing
Law. This Mortgage for all purposes shall be construed and enforced in accordance with the domestic laws of the State of Michigan.


 


5.10            Assignment.
This Mortgage shall be binding upon and inure to the benefit of the respective legal representatives, successors and assigns of the parties
hereto; however, Mortgagor may not assign any of its rights or delegate any of its obligations hereunder (except as may be expressly
set forth in the Ground Lease). Mortgagee may assign this Mortgage to any other person, firm, or corporation provided all of the provisions
hereof shall continue In force and effect and, in the event of such assignment, any advances made by any assignee shall be deemed made
in pursuance and not in modification hereof and shall be evidenced and secured by, the Note and this Mortgage.


 


5.11            Interest.
In no event shall the interest rate and other charges related to the Indebtedness exceed the highest rate permissible under any law which
a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that a court determines that
Mortgagee has received interest and other charges hereunder in excess of the highest permissible rate applicable hereto, such excess
shall be deemed received on account of, and shall automatically be applied to reduce, the principal balance of the Indebtedness, and
the provisions hereof shall be deemed amended to provide for the highest permissible rate. If there is no Indebtedness outstanding, Mortgagee
shall refund to Mortgagor such excess.


 


5.12          Mortgagee's
Status. Mortgagor hereby acknowledges and agrees that the undertaking of Mortgagee under this Mortgage is limited as follows:


 


Mortgagee shall not act
in any way as the agent for or trustee of Mortgagor. Mortgagee does not intend to act in any way for or on behalf of Mortgagor with respect
to disbursement of the proceeds of the indebtedness secured hereby. Mortgagee's intent in imposing the requirements set forth herein and
in the Note is that of a lender protecting the priority of its mortgage and the value of its security. Mortgagee assumes no responsibility
for the completion of any Improvements erected or to be erected upon the Property; the payment of bills or any other details in connection
with the Property; any plans and specifications in connection with the Property; or Mortgagor's relations with any contractors. This Mortgage
is not to be construed by Mortgagor or anyone furnishing labor, materials, or any other work or product for improving the Property as
an agreement upon the part of the Mortgagee to assure anyone that such person will be paid for furnishing such labor, materials, or any
other work or product; any such person must look entirely to Mortgagor for such payment. Mortgagee assumes no responsibility for the architectural
or structural soundness of any improvements on or to be erected upon the Property or for the approval of any plans and specifications
in connection therewith or for any improvements as finally completed.


 






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ARTICLE
6




 


ASSIGNMENT OF RENTS AND LEASES


 


6.1             Assignment
of Rents. To the extent not already assigned to a prior mortgagee, Mortgagor hereby grants, transfers, and assigns and sets over
to Mortgagee all right, title and interest in and to, all rents, issues, profits and privileges (now due or which may hereafter become
due) of, (a) the property and all improvements at any time constructed thereon or any personal property or fixtures at any time installed
or used therein, (b) all leases now or hereafter existing on all or any part of the Property, whether written or oral, or any letting
or any agreement for the use or occupancy of any part of the Property which may heretofore have been or which may hereafter be made or
agreed to between Mortgagor or any other present, prior, or subsequent owner of the Property, or any interest therein, or which may be
made or agreed to by Mortgagee, its successors or assigns, under the powers herein granted and any tenant or occupant of all or any part
of the Property (“Leases” and each, “Lease”), including without limitation any Leases existing as of the date
of this Mortgage (“Existing Leases”), (c) all rights conferred by and pursuant to Act No. 210 of the Michigan Public Act
of 1953, as amended, and Act No. 228 of the Michigan Public Acts of 1925 as amended, and (d) all proceeds of the foregoing, all for the
purpose of securing the prompt payment, performance and discharge, when due, of the Indebtedness. So long as no event of default has
occurred, Mortgagor may, as trustee for the use and benefit of Mortgagee, collect, receive and accept the rents as they become due and
payable; provided, however, that if the rents exceed the payments due under the Note, the Mortgagor may use such excess, first, for the
operation and benefit of the Property and, second, for the general benefit of the Mortgagor, which may include distributing cash to the
equity owners of Mortgagor. Upon the occurrence and during the continuance of an event of default, Mortgagee may, at its option, remove
the Mortgagor as trustee for the collection of the rents and appoint any other person including, but not limited to, itself as a substitute
trustee to collect, receive, accept and use all such rents in payment of the obligations secured hereby, in such order as Mortgagee shall
elect in its sole discretion, whether or not Mortgagee takes possession of the Property.


 


6.2             Representations.
Mortgagor hereby represents that (a) except for the Existing Leases and the Ground Lease, there are no leases, subleases or agreements
to lease (as lessor or lessee) or sublease (as sublessor or sublessee) all of or any part of the Property; (b) the Existing Leases are
valid and enforceable, no default exists under the Existing Leases, Mortgagor is entitled to receive all the rents, issues and profits
and to enjoy all the rents and benefits mentioned herein and assigned hereby, and the same have not been sold, assigned, transferred
or set over by any instrument now in force, and shall not at any time during the life of this Mortgage be sold, assigned, transferred
or set over by Mortgagor or any other person or persons taking under or through Mortgagor, except pursuant to this Mortgage; and (c)
Mortgagor has the sole right to sell, assign, transfer, and set over the same and to grant and confer upon Mortgagee the rights, interests,
powers and authorities herein granted and conferred.


 


6.3             Further
Assurances. Mortgagor shall from time to time execute any and all instruments reasonably requested by Mortgagee in order to effectuate
this Mortgage and to accomplish any of the purposes that are necessary or appropriate in connection with this assignment of the leases
of the Property, including without limitation, specific assignments of any Lease or agreement relating to the use and occupancy of the
Property or to any part thereof now or hereafter in effect, as may be necessary or desirable in Mortgagee's opinion in order to further
secure Mortgagee hereunder.


 


6.4             Lease
Modification. Mortgagor shall not (i) amend, extend or modify any Lease, (ii) waive or release lessees from obligations under any
Lease or Existing Lease, (m) terminate or accept from a tenant the termination of any Lease or Existing Lease, (iv) consent to the Mortgage
or subleasing of the lessee's interest under any lease or Existing Lease, or (v) evict or institute proceedings to evict any tenant under
a Lease or Existing Lease, without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned
or delayed.


 






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6.5             Lack
of Responsibility. Mortgagee shall not in any way be responsible for any failure to do any or all of the things for which the rights,
interests, power or authority are herein granted; and Mortgagee shall not be responsible for, or liable under, any of the agreements
undertaken or obligations imposed upon the Mortgagor as lessor under any of the Leases or other agreements with respect to the Property.
Mortgagee shall be accountable only for the amounts, if any, actually received by it under the terms of this Mortgage.


 


6.6              Effective
Date. The parties agree that this Mortgage is an actual assignment effective as of the date hereof, and that upon demand made by
Mortgagee on the lessor or lessee under any of the Leases or on any person liable for any of the rents, issues, and profits of and from
the Property or any part thereof, such lessor or lessee or person liable for any of such rents, issues and profits shall, and is hereby
authorized and directed to pay to or upon Mortgagee's order, and without any inquiry of any nature, all rents and other payments then
or thereafter accruing under the Leases or any other instrument or agreement, oral or written, granting rights to, and creating an obligation
to pay rents, Issues, or profits in connection with the Property.


 


6.7              Collection
and Application of Rents. As long as no Event of Default exists under the Indebtedness secured hereby, Mortgagee agrees not to demand
from any lessor or lessee under the Leases or from any other persons liable therefor, any of the rents, issues or profits hereby assigned,
but shall permit Mortgagor to collect all such rents, issues and profits from the Property and the Leases on, but not prior to, accrual,
and Mortgagor shall apply the same (i) first, to the payment of taxes and assessments upon the Property before penalty or interest is
due thereon, (ii) second, to the cost of such insurance and of such maintenance and repairs as are required by the terms of the Note,
and (iii) third, to the payment of principal, premium (if any) and interest becoming due on the Note, before using any part of the same
for any other purposes; provided, however, that notwithstanding the provisions of this section, all lessors and lessees under the Leases
and all persons liable for rents, issues and profits of and from the Property shall comply with any demands for rents made by Mortgagee
pursuant to the provisions of this Mortgage without reference to whether or not the same is made in accordance with this section and
without further consent from Mortgagor.


 


6.8             Leases
 & Defaults. Upon or at any time after the occurrence of an Event of Default under the Indebtedness, Mortgagee may declare all
sums secured hereby immediately due and payable and may, at Mortgagee's option, without notice, either in Mortgagee's person or by agent
and with or without bringing any action or proceeding, or by any receiver to be appointed by a court, enter upon, take possession of,
and manage and operate the Property and each and every part thereof, and in connection therewith, Mortgagee may make, enforce, and modify
any of the Leases; fix or modify rents; repair, maintain, and improve the Property; employ contractors, subcontractors, and workmen in
and about the Property; obtain and evict tenants; in its own name, sue for or otherwise collect or reserve any and all rents, issues
and profits, including those past due and unpaid; employ leasing agents, managing agents, attorneys and accountants in connection with
the enforcement of Mortgagee's rights hereunder and pay the reasonable fees and expenses thereof; and otherwise do and perform any and
all acts which Mortgagee may deem necessary and appropriate in and about the Property for the protection thereof and of Mortgagee's rights
hereunder or under the Note, and any and all amounts expended by Mortgagee in connection with the foregoing shall constitute additional
Indebtedness secured hereby. Mortgagee shall apply any monies collected by Mortgagee, as aforesaid, less costs and expenses incurred,
as aforesaid, upon any Indebtedness secured hereby In such order and manner as Mortgagee may determine. The entering upon and taking
possession of the Property; the collection of rents, issues, and profits; the exercise of any rights hereinabove specified; and the application
of collections, as aforesaid, shall not cure, waive, modify or affect any default hereunder or under the Note.


 






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6.9             Tenants.
All tenants or occupants of any part of the Property (including without limitation, all persons claiming any interest as lessor or lessee
under any Leases) are hereby authorized to recognize the claims and demands of Mortgagee without investigation as to the reason for any
action taken by Mortgagee or the validity or the amount of indebtedness owing to or the existence of any default hereunder or under the
Note, or the application to be made by Mortgagee, of any amounts to be paid to Mortgagee. Mortgagee's sole signature shall be sufficient
for the exercise of any right under this Mortgage and Mortgagee's sole receipt given for any sums received shall be a full discharge
and release therefor to any such tenant or occupant of the Property. Checks for all or any part of the rental collected under this Mortgage
shall be made to the exclusive order of Mortgagee.


 


6.10          Performance
of Obligations. Mortgagor shall perform all of its obligations as lessor or lessee under any of the Leases, and shall give prompt
notice to Mortgagee of any notice of default by Mortgagor under any of the Leases, together with a complete copy of any such notice.
Mortgagor shall enforce the performance and observance of each and every covenant of the lessor's or lessees' under the Leases.


 


6.11           Operation
of Property. Mortgagee shall not be obligated to perform or discharge any obligation, duty or liability under any of the Leases,
nor shall this Mortgage operate to place upon Mortgagee responsibility for the control, operation, management, or repair of the Property
or the carrying out of any of the terms and conditions of any of the Leases; nor shall this Mortgage operate to make Mortgagee liable
for any waste committed on the Property by the lessor or lessee under any of the Leases or committed by any other party, or for any dangerous
or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property, resulting
in loss, injury or death to any tenant, licensee, employee, invitee or stranger.


 


6.12           Indemnification
with respect to Leases. Mortgagor shall, and does hereby agree to, indemnify and hold Mortgagee harmless of and from any and all
liability, loss or damage which it may or might incur under any of the Leases or under or by reason of this Mortgage and of and from
any and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertakings on its
part to perform or discharge any of the terms, covenants, or agreements contained in any of the Leases, except for liability, loss or
damage and all claims and demands arising from actions taken by Mortgagee or its authorized representatives hereunder. Should Mortgagee
incur any such liability, loss or damage under any of the Leases or under or by reason of this Mortgage, or in the defense of any such
claims or demands, the amount thereof, including costs, expenses, and reasonable attorney's fees, shall be secured hereby, Mortgagor
shall reimburse Mortgagee therefor immediately upon demand, and upon Mortgagor's failure to do so, Mortgagee may declare all such sums
immediately due and payable.


 


6.13           Advance
Rent. Mortgagor has not and shall not accept rent in advance under any of the Leases except only monthly rents for current months
which may be paid in advance.


 


ARTICLE
7




 


DEFENSE


 


7.1             Defense.
If Mortgagor shall keep, observe and perform all of the covenants and conditions of this Mortgage on its part to be kept and performed
and shall pay and perform, or cause to be paid and performed, all of the Indebtedness whether now outstanding or hereafter arising, including
alt extensions and renewals thereof, and all of the other Indebtedness, then Mortgagee shall release this Mortgage upon the request and
at the expense of Mortgagor, otherwise this Mortgage shall remain in full force and effect.


 


[Signature on following page]


 






    18 


    


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this instrument as of the date first above written.


 


MORTGAGOR:




 





	 	PRIDE ONE CHERRY TREE, LLC,
	 	an Ohio limited liability company



 


	 	By:	IPN-PRIDE INVESTMENT HOLDINGS, LLC,
	 	 	an Ohio limited liability company
	 	Its:	Manager



 





	 	By:	/s/  Joseph Moffa
	 	 	          Name: Joseph Moffa
	 	 	          Title: Manager



 





	 	IPN-PRIDE INVESTMENT HOLDINGS, LLC,
	 	an Ohio limited liability company



 


 





	 	By:	/s/  Joseph Moffa
	 	 	          Name: Joseph Moffa
	 	 	          Title: Manager


 





	STATE OF	Ohio	§	 






	 	 	§	 






	COUNTY OF	Medina	§	 



 


The foregoing instrument was acknowledged before
me this 2 day of June, by Joseph Moffa, the Manager of IPN-PRIDE INVESTMENT HOLDINGS, LLC, an Ohio limited liability company,
on its behalf.


 


Date: June 2, 2021


 





	 	/s/ Katie Zimmerman
	 	Notary Public
	 	Print Name:	Katie Zimmerman



 





	My Commission Expires:	4/25/23	 
	 	 	 
	[Official Seal]	 	 



 


[Signature Page to Mortgage – Assignment of Leases and Rents and Fixture Filing]


 






     


    


    

 





	STATE OF	Ohio	§	 






	 	 	§	 






	COUNTY OF	Medina	§	 



 


The foregoing instrument was acknowledged before
me this 2 day of June, by Joseph Moffa, the Manager of IPN-Pride Investment Holdings, LLC, an Ohio limited liability company,
the Manager of Pride One Cherry Tree, LLC, an Ohio limited liability company, on its behalf.


 


Date: June 2, 2021


 





	 	/s/ Katie Zimmerman
	 	Notary Public
	 	Print Name:	Katie Zimmerman


 





	My Commission Expires:	4/25/23	 
	 	 	 
	[Official Seal]	 	 


 


[Signature Page to Mortgage – Assignment of Leases and Rents and Fixture Filing]


 






     


    


    

 


EXHIBIT A


 


LEGAL DESCRIPTION


 


(HOTEL PROPERTY)


 


Land in the Township of East Bay, Grand Traverse County, MI, described
as follows:


 


Unit Nos. 1 through 77, Cherry Tree Condominium, according to the Master
Deed recorded in Liber 2006C, Page 00067, and Amendments thereto, First Amendment to Master Deed recorded in Instrument No. 2008C-00015
and designated as Grand Traverse County Condominium Subdivision Plan No. 317, together with rights in general common elements and limited
common elements as set forth in above Master Deeds and as described, in ACT 59 of Public Acts of 1978, and amendments thereto.


 


Excepting:


 


An undivided 1/4 interest in Unit 2 Cherry Tree Condominium being Fractional
ID "A" and "E",


An undivided 1/4 interest in Unit 2 Cherry Tree Condominium being Fractional
ID "C and "G"",


An undivided 1/4 interest in Unit 3 Cherry Tree Condominium being Fractional
ID "A" and "E",


An undivided 1/4 interest in Unit 3 Cherry Tree Condominium being Fractional
ID "D" and "H",


An undivided 1/4 interest in Unit 4 Cherry Tree Condominium being Fractional
ID "D" and "H",


An undivided 1/4 interest in Unit 9 Cherry Tree Condominium being Fractional
ID "D" and "H",


An undivided 1/4 interest in Unit 23 Cherry Tree Condominium being
Fractional ID "D" and "H",


An undivided 1/4 interest in Unit 24 Cherry Tree Condominium being
Fractional ID "D" and "H",


An undivided 1/4 interest in Unit 37 Cherry Tree Condominium being
Fractional ID "A" and "E",


An undivided 1/4 interest in Unit 45 Cherry Tree Condominium being
Fractional ID "A" and "E",


An undivided 1/4 interest in Unit 72 Cherry Tree Condominium being
Fractional ID "B" and "F".


 






     A-1