**
Exhibit 10.14 

Loan Number: 769626859 

**MORTGAGE AND SECURITY AGREEMENT**

Dated: December 28, 2021 

inthe amount of 

$20,000,000.00 

from 

from 

**COLUMBIA CARE NY REALTY LLC**, as mortgagor, 

a New York limited liability company 

to 

**EAST WEST BANK**, asmortgagee, 

a commercial bank chartered in the State of California 

LOCATION OF PREMISES: 

5784 SoundAvenue, Town of Riverhead, Hamlet of Jamesport, NY 11901 

(District: 0600 Section: 009.00 Block: 02.00 Lot: 011.000 

on the Suffolk County Tax Map) 

AFTER RECORDING, PLEASE RETURN TO: 

Davidoff Hutcher & Citron LLP 

605 Third Avenue 

New York, NewYork 10158 

 
Mortgage and SecurityAgreement 

Loan Number: 769626859 

**MORTGAGE AND SECURITY AGREEMENT** (the **“Mortgage”**), dated as of December 28, 2021, given by **COLUMBIA CARE NYREALTY LLC**, a New York limited liability company with a mailing address of 321 Billerica Road, Chelmsford, MA 01824 (**“Mortgagor”**), in favor of **EAST WEST BANK**, a commercial bank chartered in the State of California,having an office at 9300 Flair Drive, 6th Floor, El Monte, CA 91731 (**“Mortgagee”**). 

**WITNESSETH:**

**WHEREAS**, Mortgagor is the owner of, that certain parcel of real property commonly known as 5784 Sound Avenue, Town of Riverhead, Hamletof Jamesport, NY 11901, as more particularly described in Schedule A attached hereto and made a part hereof; 

**WHEREAS**,concurrently herewith, Mortgagor is borrowing from Mortgagee the principal sum of $20,000,000.00 (the **“Mortgage Amount”**) and, in connection therewith, Mortgagor has executed and delivered to Mortgagee that certain (a) aPromissory Note, dated as of December 20, 2021, made by Mortgagor, as borrower, in favor of Mortgagee, as lender, in the principal amount of $20,000,000.00 (such Promissory Note, as the same may be hereafter amended, modified, restated,renewed, replaced, supplemented or extended, being hereinafter called the **“Note”**) and (b )a Business Loan Agreement, dated as of December 20, 2021, between Mortgagor and Mortgagee (as the same may be hereafter amended,modified, restated, renewed, replaced, supplemented or extended being hereinafter called the **“Loan Agreement”**), which Note and Loan Agreement evidence the Mortgage Amount, and set forth certain other obligations of Mortgagor toMortgagee; 

**WHEREAS,**this Mortgage is one of the “Related Documents” referred to in the Loan Agreement; and 

**WHEREAS,**to secure the payment of the Mortgage Amount and other amounts which become due under the Note and the Loan Agreement,together with interest thereon at the interest rate or rates set forth in the Note, and together with any other sums that may become due and payable hereunder or under the Note, the Loan Agreement or the other Loan Documents, and to secure theperformance by Mortgagor of its obligations hereunder, under the Note, the Loan Agreement and the other Loan Documents and all other Obligations (as hereinafter defined), Mortgagor has agreed to execute and deliver this Mortgage to Mortgagee. 

**Certain Definitions**

As used in this Mortgage, unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified,such definitions to be applicable equally to the singular and to the plural forms of such terms. 

 
Mortgage and SecurityAgreement 

**“Affiliate”**shall mean any entity, individual, firm, or corporation,directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Mortgagor. 

**“Agreements”**shall mean all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans,specifications, warranties, guarantees, and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereofand any Improvements or respecting any business or activity conducted at the Property or any part thereof, or relating to any of the Chattels, and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, theright, upon the happening of an Event of Default hereunder, to receive and collect any sums payable to Mortgagor thereunder; *provided, however,*that the foregoing shall exclude any such agreements concerning the business or operations of thetenant’s production and sale of cannabis products. 

“Cannabis Personalty” shall mean inventories of cannabis and cannabisproducts, as well as cultivation and extraction equipment used in the production of cannabis products. 

**“Chattels”**shallmean the Equipment, the Fixtures, the Personal Property and all other assets of Mortgagor located at the Property. For the avoidance of doubt, “Chattels” shall not include Cannabis Personalty. 

**“Claim”**shall mean any action, claim, counterclaim, cross-claim, cause of action, suit, liability, demand, loss, expense,penalty, fine, judgment or other cost of any kind or nature whatsoever, including, without limitation, all fees, costs and expenses incurred in connection therewith of attorneys, consultants, contractors and experts. 

**“Code”**shall mean the Uniform Commercial Code in effect in the State, as amended from time to time. 

**“Default Rate”**shall mean the Interest Rate set forth in the Note plus the Default Rate Margin as defined in the Note. 

**“Easements”**shall mean all easements,rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights, mineralrights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to theLand and/or the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all theestates, rights, titles, interest, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and/or the Improvements and every part andparcel thereof, with the appurtenances thereto. 

 
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Mortgage and Security Agreement 

**“Equipment”** shall mean all **“equipment,”** as such term isdefined in Article 9 of the Code, now owned or hereafter acquired by Mortgagor, which is used at or in connection with the Improvements or the Land or is located thereon or therein (including, but not limited to, all machinery, equipment,furnishing, and electronic data-processing and other office equipment now owned or hereafter acquired by Mortgagor and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts,equipment and accessories installed thereon or affixed thereto. Notwithstanding the foregoing, Equipment shall not include any property belonging to tenants under leases at the Property, except to the extent that Mortgagor shall have any rights orinterest therein. 

**“Events of Default”** shall mean the events and circumstances described as such in Section 2.01hereof. 

**“Expenses”** shall have the meaning set forth in the Loan Agreement. 

**“Fixtures”** shall mean all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgagor which is sorelated to the Land and/or Improvements that it is deemed fixtures or real property under the law of the particular state in which the Equipment is located, including, without limitation, all building or construction materials intended forconstruction, reconstruction, alteration or repair of or installation at the Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or usedin connection with (temporarily or permanently) any of the Property, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems, fire extinguishing apparatuses and equipment,heating, ventilating, plumbing, laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals,dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if ownedjointly, to the extent of Mortgagor’s interest therein) and all other utilities whether or not situated in Easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, togetherwith all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof. Notwithstanding the foregoing, “Fixtures” shall not include any property which tenants areentitled to remove pursuant to leases at the Property, except to the extent that Mortgagor shall have any right or interest therein. 

**“Guarantor”** shall mean Columbia Care Inc., a British Columbia, Canada corporation. 

**“Improvements”** shall mean all structures, buildings, additions, extensions, modifications, and all other improvements of anykind whatsoever, and replacements of any of the foregoing, now or hereafter located at or upon the Land. 

 
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**“Intangibles”**shall mean all “general intangibles” (as suchquoted term is defined in the Code) in any way relating to the Property, or any part thereof, and that Mortgagor owns, including, without limitation, all intellectual property, goodwill and books and records relating to the business operated or tobe operated on the Property or any part thereof, together with all unearned premiums, accrued, accruing or to accrue under all insurance policies now or hereafter obtained by Mortgagor insuring the Mortgaged Property and all rights and interest ofMortgagor thereunder. 

**“Impound Account”**shall have the meaning set forth in Section 1.09(c). 

**“Interest Rate”**shall have the meaning accorded such term in the Note. 

**“Land”**shall mean the real property described in Schedule A attached hereto and by this reference made a part hereof,including, without limitation, all of the air space, easements, rights, privileges, royalties and appurtenances thereunto belonging or in anywise appertaining thereto, and all of the estate, right, title, interest, claim or demand whatsoever ofMortgagor therein and in the streets, alleys and ways adjacent thereto, either at law or in equity, in possession or expectancy, now or hereafter acquired. 

**“Laws”**shall mean any federal, state or local law, statute, rule, regulation, ordinance, order, decree, directive,requirement, code, notice of violation or rule of common law, now or hereafter in effect, and in each case as amended, and any judicial or administrative interpretation thereof by a Governmental Authority or otherwise, including any judicial oradministrative order, determination, consent decree or judgment. 

**“Loan”**shall mean the loan from Mortgagee to Mortgagorevidenced by the Note and the Loan Agreement, which are being secured by, among other things, this Mortgage. 

**“LoanAgreement”**shall have the meaning accorded such term in the recitals of this Mortgage. 

**“Loan Documents”**shallhave the meaning set forth in the Loan Agreement and shall include, without limitation, this Mortgage, the Note and the Loan Agreement, the Guaranty provided by Guarantor, and all other documents, agreements, instruments, certificates, titlepolicies and the like securing and/or evidencing the Mortgage Amount and other Obligations and/or executed and/or delivered by or on behalf of Mortgagor in connection with the closing of the Loan or at any time thereafter. 

**“Mortgage Amount”**shall have the meaning accorded such term in the recitals of this Mortgage. 

**“Mortgaged Property”**shall have the meaning accorded such term in the Granting Clause of this Mortgage. 

**“Note”**shall have the meaning accorded such term in the recitals of this Mortgage. 

**“Obligations”**shall have the meaning accorded such term in the Granting Clause of this Mortgage. 

 
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Mortgage and Security Agreement 

**“Person”**shall have the meaning set forth in the Loan Agreement. 

**“Personal Property”**shall mean all furniture, furnishings, objects of art, machinery, goods, tools, supplies, appliances,contract rights, accounts, including, without limitation, all bank accounts maintained by or on behalf of Mortgagor, the Impound Account (as hereafter defined), if any, and any other accounts established pursuant to any of the Loan Documents,accounts receivable, franchises, licenses, certificates and permits, and all other personal property of any kind or character whatsoever (as defined in and subject to the provisions of the Code), other than Fixtures, which are now or hereafter ownedby Mortgagor, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof, and the right, title and interest of Mortgagor in and to any of the Personal Property which may be subject to the lien of anysecurity interest, as defined in the Code, superior to the lien of this Mortgage, and all proceeds and products of the foregoing; *provided, however,*that the foregoing shall not include any Cannabis Personalty. However, should the Property belocated in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Personal Property is limited to only those items specifically covered (currently or hereafter) by Coverage A of thestandard flood insurance policy issued in accordance with the National Flood Insurance Program or under equivalent coverage similarly issued by a private insurer to satisfy the National Flood Insurance Act (as amended). 

**“Power of Sale”**shall mean, in addition to any right to proceed with a judicial foreclosure and sale, the right, power andauthority of the Mortgagee to sell or cause the sale of the Mortgaged Property and/or a part or parts thereof, at a public sale or auction, after any Event of Default in accordance with and pursuant to the laws of the State of New York now in effectand/or hereafter enacted, which provide for or enable the property encumbered by a mortgage to be sold by a mortgagee and/or its agents and/or representatives in a public and/or private non-judicial sale. 

**“Property”**shall mean, collectively, the Land and the Improvements. 

**“RPAPL”**shall mean the New York Real Property Actions and Proceedings Law 

**“State”**Shall mean the State of New York. 

All terms of this Mortgage not defined above shall have the respective meanings accorded such terms in this Mortgage. All capitalized termsused herein but not defined in this Mortgage shall have the meanings ascribed thereto in the Loan Agreement. 

**Granting Clause**

**NOW, THEREFORE,**Mortgagor, in consideration of the premises and in order to secure payment of the principal of the Noteand the interest and any and all other sums payable on the Note, under this Mortgage or the other Loan Documents, as well as, without limitation, all loans, advances, indebtedness, notes, liabilities, and all other amounts, in each case, liquidatedor unliquidated, owing by Mortgagor to Mortgagee or 

 
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any Affiliate of Mortgagee any time, of each and every kind, nature and description, whether arising under this Mortgage or otherwise, and whether secured or unsecured, direct or indirect (thatis, whether the same are due directly by Mortgagor to Mortgagee or any Affiliate thereof; or are due indirectly by Mortgagor to Mortgagee or any Affiliate thereof as endorser, guarantor or other surety, or as borrower of obligations due thirdPersons which have been endorsed or assigned to Mortgagee or any Affiliate thereof, or otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation, payment when due of allamounts outstanding respecting any of the Loan Documents and the performance and observance of all the other provisions hereof, of the Note, the other Loan Documents (all of such sums payable, indebtedness and obligations are hereinafter referredto, collectively, as the **“Obligations”),**hereby gives, grants, mortgages, bargains, sells, warrants, aliens, remises, releases, conveys, assigns, transfers, hypothecates, deposits, pledges, sets over and confirms unto Mortgagee foritself or any other Affiliate holding any Obligations, and its successors and assigns, with MORTGAGE COVENANTS, except for those permitted encumbrances and other matters set forth on Schedule B of the title insurance policy insuring the lien of thisMortgage (collectively, the **“Permitted Encumbrances”),**all its estate, right, title and interest in, to and under any and all of the following described property (collectively, the **“Mortgaged Property”),**whether nowowned or held or hereafter acquired: 

(a) the Land; 

(b) the Improvements; 

(c) the Easements; 

(d) the Chattels; 

(e) the Intangibles; 

(f) the Agreements; 

(g) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to theProperty, whether from the exercise of the right of eminent domain or condemnation (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to ordecrease in the value of the Property; 

(h) all proceeds in respect of the Mortgaged Property under any insurance policiescovering the Mortgaged Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property; 

(i) all refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against theProperty as a result of tax appeal or any applications or proceedings for reduction or otherwise; 

 
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(j) all leases and other agreements affecting the use, enjoyment oroccupancy of the Property or any part thereof heretofore or hereafter entered into by Mortgagor as a lessor (collectively, the **“Leases”)**and all right, title and interest of Mortgagor therein and thereunder, including, withoutlimitation, cash, letters of credit or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, income, issues and profits (including all oil and gas or othermineral royalties and bonuses) from the Land and the Improvements (collectively, the **“Rents”)**and all proceeds from the sale or other disposition of the Leases; 

(k) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect tothe Mortgaged Property and to commence any action or proceeding to protect the interest of Mortgagee in the Mortgaged Property; and 

(l) all proceeds of any of the foregoing converted into cash, property, claims or otherwise. 

**TO HAVE AND TO HOLD**unto Mortgagee and its successors and assigns, forever to its and their own proper use and behoof; and Mortgagoralso does for itself, its successors and assigns, covenant with Mortgagee, and their successors and assigns, that at and until the ensealing of these presents, it is well seized of the Property in fee simple, and has good right to mortgage, bargainand sell the same and that the same are free from all encumbrances whatsoever except for the Permitted Encumbrances. 

This Mortgage isintended to operate and be construed as an unconditional, absolute and present assignment of the Leases, Rents, issues and profits of the Mortgaged Property, and not an assignment in the nature of a pledge of the Leases, Rents, issues and profits ora mere grant of a security interest therein, Mortgagor hereby agreeing, that Mortgagee is entitled to receive the Leases, Rents, issues and profits of the Mortgaged Property prior to an Event of Default and without entering upon or taking possessionof the Mortgaged Property; provided however that Mortgagee shall not be obligated to perform or discharge any obligation of Mortgagor under any Lease, the assignment of Leases, Rents, issues and profits provided for in this Mortgage in no mannerplacing on Mortgagee any responsibility for (i) the control, care, management or repair of the Mortgaged Property, (ii) the carrying out of any of the terms and conditions of any Lease, (iii) any waste committed on the MortgagedProperty, or (iv) any dangerous or defective condition on the Mortgaged Property (whether known or unknown). Mortgagor further agrees that neither the foregoing assignment of Leases, Rents, issues and profits, nor the assignment provided for inthe Assignment of Leases and Rents, nor the exercise of any of Mortgagee’s rights and remedies in Article II hereof shall be deemed to make Mortgagee amortgagee-in-possession or otherwise responsible or liable in any manner with respect to the Leases, the Mortgaged Property or the use, occupancy, enjoyment or operationof all or any portion thereof, unless and until Mortgagee, in person or by agent, assumes actual possession thereof. The appointment of any receiver for the Mortgaged Property by any court at the request of Mortgagee or by agreement with Mortgagor,or the entering into possession of any part of the Mortgaged Property by such 

 
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Mortgage and Security Agreement 

receiver, shall not be deemed to make Mortgagee a mortgagee-in-possession or otherwise responsible or liable in anymanner with respect to the Leases, the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof. So long as no Event of Default shall exist, however, and so long as Mortgagor is not in default of any obligation,covenant or agreement contained in any Lease, Mortgagor shall have a license, which license shall terminate automatically and without notice upon any Event of Default or a default by Mortgagor under any Lease to collect, but not prior to accrual,all Rents. Mortgagor agrees to collect and hold all rents in trust for Mortgagee and to use the Rents for the payment of the cost of operating and maintaining the Mortgaged Property and for the payment of the Expenses and other obligations ofMortgagor pursuant to the Loan Documents before using the Rents for any other purpose. 

**ARTICLE I**

**Particular Covenants of Mortgagor**

Mortgagor represents, warrants, covenants and agrees as follows: 

SECTION 1.01 Mortgagor represents and warrants that it has a good and marketable title to an indefeasible fee estate in the Property subjectto no lien, charge or encumbrance, other than the Permitted Encumbrances; that it will own the Chattels free and clear of liens and claims; that this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subjectonly to the exceptions referred to above or in Schedule A; that the execution and delivery of each of this Mortgage, the Note, the other Loan Documents have been duly authorized by Mortgagor and that there is no provision in any document relating toMortgagor that evidences or establishes the existence of Mortgagor requiring further consent for such action by any other Person; that it is duly organized, validly existing and is in good standing under the laws of the state of its organization;that it has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted by it and the execution and deliveryof and performance of its obligations under this Mortgage, the Note and the other Loan Documents will not result in Mortgagor being in default under any provisions of any document that evidences or establishes the existence of Mortgagor or of anymortgage, credit or other agreement to which Mortgagor is a party or by which it is bound or that affects Mortgagor or the Property, or any part thereof; that it will preserve such title, and will forever warrant and defend the same unto Mortgageeand its successors and assigns, and will forever warrant and defend the validity and priority of such lien hereof against the claims of all Persons and parties whomsoever, subject only to the Permitted Encumbrances. Mortgagor represents that it hasno ownership interest in the Cannabis Personalty located upon the Property and no interest in the tenant’s cannabis production and sales business. 

SECTION 1.02 (a) Mortgagor will, at the sole cost and expense of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge anddeliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Mortgagee shall from time to time reasonably require, for the better assuring, conveying, mortgaging, assigning,transferring and confirming unto 

 
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Mortgagee the property and rights hereby conveyed, mortgaged or assigned or intended now or hereafter so to be, or that Mortgagor may be or may hereafter become bound to convey, mortgage orassign to Mortgagee, or for more effectively carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, on demand, will execute and deliver and herebyauthorizes Mortgagee to execute and record in the name of Mortgagor to the extent it may be lawful to do so, chattel mortgages or comparable security instruments to evidence more effectively the lien hereof upon the Mortgaged Property or any partthereof. Mortgagor will also, at Mortgagee’s request, sign any affidavits or other documents or instruments which may be necessary to maintain the priority of the lien of this Mortgage with respect to the Mortgaged Property or any part thereof,or to release or enforce such lien, including but not limited to any amendments, corrections, deletions or additions to this Mortgage. 

(b) Mortgagor expressly agrees, intending that Mortgagee rely thereon, that this Mortgage shall also constitute a **“securityagreement,”**as such term is defined in the Code with respect to the Chattels, Intangibles and other Mortgaged Property. Mortgagor further expressly agrees, intending that Mortgagee rely thereon, that this Mortgage, to the extent permittedby law, shall also constitute a **“financing statement,”**and a **“fixture filing”**as such term is defined in the Code with respect to the Fixtures (and for purposes thereof, Mortgagor confirms (i) the addresses ofMortgagor (Debtor) and Mortgagee (Secured Party) are set forth above, (ii) this Mortgage is to be filed for recording in appropriate public records of the county or counties where the Mortgaged Property is located, (iii) Mortgagor is therecord owner of the Mortgaged Property, (iv) Mortgagor’s state of organization is the State of New York; and (v) Mortgagor’s exact legal name is as set forth on Page 1 of this Mortgage. By its execution of this Mortgage,Mortgagor hereby authorizes Mortgagee to file and/or record this Mortgage as a security instrument and fixture filing with respect to the Mortgaged Property or any part thereof, and authorizes Mortgagee to file one or more financing statements,amendments, fixture filings, renewals or continuation statements with respect to the Mortgaged Property or any part thereof, and authorizes Mortgagee to file any other document or instrument as may from time to time be permitted under the Code orwhich Mortgagee may otherwise deem desirable in connection with the Mortgaged Property or any part thereof. If requested by Mortgagee, Mortgagor agrees to sign all such financing statements, amendments, renewal or continuation statements and otherinstruments and documents or, at Mortgagee’s option, Mortgagee is hereby authorized by Mortgagor to sign all such financing statements, amendments, renewals or continuation statements, documents and instruments in Mortgagor’s name asMortgagor’s attorney-in-fact. The foregoing authorization includes Mortgagor’s irrevocable authorization for Mortgagee at any time and from time to time tofile any initial financing statements and amendments thereto that indicate the Chattels (a) as “all assets” of Mortgagor or words of similar effect, regardless of whether any particular asset comprised in the Chattels falls within thescope of the Code of the State or the jurisdiction where the initial financing statement or amendment is filed, or (b) as being of an equal or lesser scope or with greater detail. No such filing concerning the Chattels shall include CannabisPersonalty. 

SECTION 1.03 (a) Mortgagor forthwith upon the execution and delivery of this Mortgage, and thereafter from time to time, willcause this Mortgage, and any other 

 
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security instrument creating a lien or evidencing the lien hereof upon the Chattels and/or the Intangibles and each instrument of further assurance to be filed, registered and/or recorded in suchmanner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the interest of Mortgagee in, the Mortgaged Property. 

(b) Mortgagor will pay all filing, registration or recording fees, taxes and other charges, and all costs and expenses incident to theexecution, acknowledgment, delivery and recording and/or filing of this Mortgage, the other Loan Documents, any mortgage supplemental hereto, any security instrument with respect to the Chattels or the Intangibles, and any instrument of furtherassurance, and all Federal, state, county and municipal stamp taxes and other taxes, duties, impositions, assessments and charges arising out of or in connection with the execution and delivery of the Note, this Mortgage or any mortgage supplementalhereto, any security instrument with respect to the Chattels and/or the Intangibles, any other Loan Document or any instrument of further assurance. 

(c) Upon Mortgagor’s full satisfaction of the Obligations, and termination of all obligations, if any, of Mortgagee to make futureadvances under the Note, at Mortgagor’s request and at Mortgagor’s sole cost and expense (including, without limitation, the payment of all reasonable legal fees and disbursements), Mortgagee shall execute and deliver to Mortgagor arelease of the lien of this Mortgage and termination statements as to any Uniform Commercial Code financing statements filed by Mortgagee in respect of the Mortgaged Property. Mortgagor shall be responsible for the recordation and filing of suchrelease and termination statements, and the cost thereof. 

SECTION 1.04 Mortgagor will punctually pay the principal and interest and allother sums to become due in respect of the Note, the Loan Documents at the time and place and in the manner specified in the Note, the Loan Documents, and all such principal and interest due in respect of the Note and the Loan Documents are herebydeemed an obligation due under this Mortgage. 

SECTION 1.05 Mortgagor will, so long as it is the owner of the Mortgaged Property or anypart thereof, do all things necessary to preserve and keep in full force and effect its existence, franchises, rights and privileges as a business or entity under the laws of the state of its organization and will comply with all regulations, rules,ordinances, statutes, orders and decrees of any governmental authority or court applicable to Mortgagor or to the Mortgaged Property or any part thereof. 

SECTION 1.06 All right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes andreplacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by, or released to, Mortgagor, or constructed, assembled or placed by Mortgagor on the Property or any part thereof, and all conversions of thesecurity constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Mortgagor,shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically 

 
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described in the Granting Clause hereof, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignmentsthereof as the Mortgagee may require for the purpose of expressly and specifically subjecting the same to the lien of this Mortgage. 

SECTION 1.07 (a) Mortgagor, from time to time when the same shall become due and payable, will pay and discharge all taxes of every kind andnature, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges, and all other public charges whether of a like or different nature, imposed upon or assessed against the MortgagedProperty, or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property, or any part thereof, or arising in respect of the occupancy, use or possession thereof (collectively, the **“Impositions”).**Mortgagor will, upon the request of Mortgagee, deliver to Mortgagee receipts evidencing the payment of all such Impositions, or any part thereof, or the revenues, rents, issues, income or profits thereof. 

(b) Mortgagor will pay, from time to time when the same shall become due, all lawful claims and demands of mechanics, materialmen, laborersand others, which claims and demands, if unpaid, might result in, or permit the creation of, a lien on the Mortgaged Property or any part thereof, or on the revenues, rents, issues, income and profits arising therefrom and in general will do orcause to be done everything necessary so that the lien of this Mortgage shall be fully preserved, at the sole cost and expense of Mortgagor, without expense to Mortgagee. 

(c) Nothing in this Section 1.07 shall require the payment or discharge of any obligation imposed upon Mortgagor by this Section so longas Mortgagor shall in good faith and at its own cost and expense contest the same in accordance with Section 10.1 of the Loan Agreement by appropriate legal proceedings that shall operate to prevent the collection thereof or other realizationthereon and the sale or forfeiture of the Property or any part thereof to satisfy the same; provided that during such contest Mortgagor shall, at the option of Mortgagee, provide security satisfactory to Mortgagee, assuring the discharge ofMortgagor’s obligation hereunder and of any additional charge, penalty or expense arising from or incurred as a result of such contest; and provided further that if, at any time, payment of any obligation imposed upon Mortgagor by subsection(a) of this Section shall become necessary to prevent the delivery of a tax deed, or its equivalent, conveying the Property or any other part of the Mortgaged Property, or any part thereof, because ofnon-payment, then Mortgagor shall pay the same in sufficient time to prevent the delivery of such tax deed or its equivalent. 

SECTION 1.08 Mortgagor will pay any and all taxes, charges, fees and/or levies by reason of Mortgagee’s ownership of and interest in theNote, this Mortgage or the other Loan Documents and/or resulting from the exercise by Mortgagee of any of its rights and/or remedies provided for under this Mortgage, except for income taxes. The obligations assumed by Mortgagor pursuant to thisSection 1.08 shall survive the exercise by Mortgagee of any of its rights and/or remedies under this Mortgage. 

 
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SECTION 1.09 (a) Mortgagor shall keep the Property and Chattels insured against such perilsand hazards, and in such amounts and with such limits, as Mortgagee may from time to time require, and in any event will continuously maintain, at Mortgagor’s sole cost and expense, the policies of insurance required under the terms of the LoanAgreement. 

(b) Mortgagor shall not take out separate insurance concurrent in form or contributing in the event of loss with that requiredto be maintained under this Section 1.09, unless Mortgagee is included thereon as a named insured with loss payable to Mortgagee under the standard mortgage endorsement. Mortgagor shall immediately notify Mortgagee whenever any such separateinsurance is taken out and shall promptly deliver to Mortgagee the policy or policies of such insurance. 

(c) Upon the request ofMortgagee, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect an impound account (the **“Impound Account”)**with Mortgagee for payment of real estate taxes and assessments and insurance on theMortgaged Property and as additional security for the Obligations. Upon the request of Mortgagee, Mortgagor shall deposit in the Impound Account an amount determined by Mortgagee to be necessary to ensure that there will be on deposit with Mortgageean amount which, when added to the monthly payments subsequently required to be deposited with Mortgagee hereunder on account of real estate taxes, assessments and insurance premiums, will result in there being on deposit with Mortgagee in theImpound Account an amount sufficient to pay the next due annual installment of real estate taxes and assessments on the Mortgaged Property at least one (1) month prior to the delinquency date thereof (if paid in one installment) and the nextdue annual insurance premiums with respect to the Mortgaged Property at least one (1) month prior to the delinquency date thereof (if paid in one installment). Commencing on the next monthly payment date under the Note and continuing thereafteron each monthly payment date under the Note, Mortgagor shall pay to Mortgagee, concurrently with and in addition to the monthly payment due under the Note and until the Obligations are fully paid and performed, deposits in an amount equal to one-twelfth (1/12) of the amount of the annual real estate taxes and assessments that will next become due and payable on the Mortgaged Property, plus one-twelfth (1 /12) ofthe amount of the annual premiums that will next become due and payable on insurance policies which Mortgagor is required to maintain hereunder, each as estimated and determined by Mortgagee. So long as no default hereunder has occurred and iscontinuing, all sums in the Impound Account shall be held by Mortgagee in the Impound Account to pay said taxes, assessments and insurance premiums in one installment before the same become delinquent. Mortgagor shall be responsible for ensuring thereceipt by Mortgagee, at least thirty (30) days prior to the respective due date for payment thereof, of all bills, invoices and statements for all taxes, assessments and insurance premiums to be paid from the Impound Account, and so long as nodefault hereunder has occurred and is continuing, Mortgagee shall pay the governmental authority or other party entitled thereto directly to the extent funds are available for such purpose in the Impound Account. In making any payment from theImpound Account, Mortgagee shall be entitled to rely on any bill, statement or estimate procured from the appropriate public office or insurance company or agent without any inquiry into the accuracy of such bill, statement or estimate and withoutany inquiry into 

 
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the accuracy, validity, enforceability or contestability of any tax, assessment, valuation, sale, forfeiture, tax lien or title or claim thereof. The Impound Account shall not, unless otherwiseexplicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Mortgagee’s option and in Mortgagee’s discretion, may either be held in a separate account or be commingled by Mortgagee with the general funds ofMortgagee. No interest on funds contained in the Impound Account, if any, shall be paid by Mortgagee to Mortgagor. The Impound Account is solely for the protection of Mortgagee and entails no responsibility on Mortgagee’s part beyond thepayment of taxes, assessments and insurance premiums following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of thisMortgage by Mortgagee, any funds in the Impound Account shall be turned over to assignee and any responsibility of Mortgagee, as assignor, with respect thereto shall terminate. If the total funds in the Impound Account shall exceed the amount ofpayments actually applied by Mortgagee for the purposes of the Impound Account, such excess may be credited by Mortgagee on subsequent payments to be made hereunder or, at the option of Mortgagee, refunded to Mortgagor. If, however, the ImpoundAccount shall not contain sufficient funds to pay the sums required when the same shall become due and payable, Mortgagor shall, within (10) days after receipt of written notice therefor, deposit with Mortgagee the full amount of any suchdeficiency. If Mortgagor shall fail to deposit with Mortgagee the full amount of such deficiency as provided above, Mortgagee shall have the option, but not the obligation, to make such deposit, and all amounts so deposited by Mortgagee, togetherwith interest thereon at the applicable Default Rate from the date so deposited by Mortgagee, until actually paid by Mortgagor, shall be immediately paid by Mortgagor on demand and shall be secured by this Mortgage. If there is a default under thisMortgage which is not cured within any applicable grace or cure period, Mortgagee may, but shall not be obligated to, apply at any time the balance then remaining in the Impound Account against the Obligations in whatever order Mortgagee shallsubjectively determine. No such application of the Impound Account shall be deemed to cure any default hereunder. Upon full payment of the Obligations in accordance with its terms or at such earlier time as Mortgagee may elect, the balance of theImpound Account then in Mortgagee’s possession shall be paid over to Mortgagor and no other party shall have any right or claim thereto. 

(d) Mortgagor shall give Mortgagee prompt written notice of any damage to, or destruction of, the Improvements, or any part thereof, or of anyother casualty or loss at or affecting the Property or the Chattels. Mortgagee’s rights with respect to any insurance claim in respect of any such damage, destruction, casualty or loss shall be as provided in the Loan Agreement. Notwithstandinganything to the contrary contained herein or in Section 254 of the RPAPL or any other provision of applicable law, the proceeds of any insurance coming into the possession of Mortgagee in respect of any damage, destruction, casualty or lossshall not be deemed trust funds, and Mortgagee shall have the option, in its sole discretion, to apply any insurance proceeds it may receive pursuant hereto or otherwise to the payment of the Obligations, or to allow all or a portion of suchproceeds to be used for the restoration of the Mortgaged Property in accordance with the terms of the Loan Agreement. To the fullest extent permitted by applicable law, the proceeds of any insurance coming into the possession of Mortgagee in respectof any 

 
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damage, destruction, casualty or loss shall not be deemed trust funds, and Mortgagee shall have the option, in its sole discretion, to apply any insurance proceeds it may receive pursuant heretoor otherwise to the payment of the Obligations, or to allow all or a portion of such proceeds to be used for the restoration of the Mortgaged Property in accordance with the terms of the Loan Agreement. 

(e) Mortgagor shall promptly commence and diligently continue to perform the repairs, restoration and rebuilding of the portion of theImprovements damaged or destroyed in accordance with the terms of the Loan Agreement. 

SECTION 1.10 If Mortgagor shall fail to perform anyof the covenants contained in Sections 1.01, 1.03, 1.05, 1.07, 1.08, 1.09, 1.12 or 1.20 hereof, Mortgagee may make advances to perform the same on its behalf upon ten (10) days’ prior written notice to Mortgagor, and all sums so advanced shallbe a lien upon the Mortgaged Property and shall be secured hereby. Mortgagor will repay on demand all sums so advanced on its behalf with interest at the Default Rate. The provisions of this Section shall not prevent any default in the observance ofany covenant contained in said Sections 1.01, 1.03, 1.05, 1.07, 1.08, 1.09, 1.12 or 1.20 from constituting an Event of Default. To the extent permitted by law, Mortgagee shall be subrogated to all right, title, lien or equity, notwithstanding anyrelease of record, of all Persons to whom Mortgagor may have paid any monies as provided in this Section 1.10, provided, however, that nothing in this Section 1.10 shall be deemed or construed to relieve Mortgagor of the obligation to makeany such payment. 

SECTION 1.11 (a) Mortgagor will permit Mortgagee and its agents, accountants and attorneys to visit and inspect theProperty and examine its records and books of account and to discuss its affairs, finances and accounts with the officers of Mortgagor as provided in the Loan Agreement. Any inspection conducted by Mortgagee’s agents will be in strictcompliance with the laws governing medical and adult-use commercial cannabis activities in New York, as may be currently in effect or hereinafter enacted, 

(b) Mortgagor will deliver to Mortgagee the financial reports and statements as and when required pursuant to the Loan Agreement. 

(c) Mortgagor, within five (5) Business Days upon request in person, or within seven (7) Business Days upon request by mail, willfurnish a written statement duly acknowledged of the amount due whether for principal or interest on the Note and whether any offsets, counterclaims or defenses exist against Mortgagee, or the Obligations, or any part thereof. The term“Business Day” means any day other than a Saturday or a Sunday or any day on which commercial banks in Los Angeles, California, are authorized or required to close. 

SECTION 1.12 Mortgagor will not commit any waste on the Mortgaged Property, or any part thereof, or make any material change in the use of theMortgaged Property, or any part thereof, that will in any way materially decrease the value of the Mortgaged Property or increase the risk of fire or other hazard or casualty arising out of construction or operation; *provided, however,*thatall cannabis extraction and cannabis product 

 
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manufacturing activities which may take place at the Mortgaged Property in strict compliance with the then-existing laws of the State of New York, and any other activities that the Mortgagor andits subsidiaries may engage in due course with its cannabis cultivation and product manufacturing business, provided such other activities are in strict compliance with the then-existing laws of the State of New York shall not be deemed in any wayto be in violation of this Section. Mortgagor will, at all times, maintain the Improvements in good operating order and condition and will promptly make, from time to time, all repairs, renewals, replacements, additions and improvements inconnection therewith which are necessary or desirable to such end. The Improvements shall not be demolished or substantially altered, nor shall any Chattels be removed without the prior written consent of Mortgagee, except where appropriatereplacements free of superior title, liens and claims are immediately made having value at least equal to the value of the removed Chattels. 

SECTION 1.13 Mortgagor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property orChattels or any part thereof, will notify Mortgagee of the pendency of such proceedings. Mortgagee’s rights with respect to any such proceedings shall be as provided in the Loan Agreement (including, without limitation, Mortgagee’s rightto participate, and to be represented by counsel selected by Mortgagee, in such proceedings). Any award or compensation payable in connection with any such proceedings is hereby assigned to and shall be paid to Mortgagee, which assignment is inaddition to and not in limitation of any security interest granted herein. The proceeds of any award or compensation shall be applied as provided in the Loan Agreement. 

SECTION 1.14 (a) Mortgagor will not (i) execute an assignment of any Leases affecting the Property or any part thereon, or the Rents, orany part thereof, from the Property, except in favor of Mortgagee, or (ii) subject in all respects to the terms of the Loan Agreement, except where the lessee under any Lease is in default thereunder, terminate or consent to the cancellation orsurrender of any such Lease, now existing or hereafter entered into, having an unexpired term of one (1) year or more, except that, subject in all respects to the terms of the Loan Agreement, any Lease may be cancelled provided that promptlyafter the cancellation or surrender thereof a new Lease is entered into with a new lessee having a credit standing, in the reasonable judgment of Mortgagee, at least equivalent to that of the lessee whose lease was cancelled, on substantially thesame or better terms as the terminated or cancelled Lease, or (iii) subject in all respects to the terms of the Loan Agreement, modify any such Lease so as to shorten the unexpired term thereof or so as to decrease the amount of the Rentspayable thereunder, or (iv) subject in all respects to the terms of the Loan Agreement, accept prepayments of any installments of Rents to become due under such Leases, except prepayments in the nature of security for the performance of thelessees thereunder, or (v) subject in all respects to the terms of the Loan Agreement, in any other manner materially impair the value of the Mortgaged Property or the security of this Mortgage in the reasonable judgment of Mortgagee. 

(b) Subject in all respects to the terms of the Loan Agreement, Mortgagor will not execute any Lease of all or a substantial portion of theProperty except for actual 

 
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occupancy by the lessee thereunder, and will at all times promptly and faithfully perform, or cause to be performed promptly, all of the covenants, conditions and agreements contained in allLeases of the Property, or any part thereof, now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things necessary to compel performance by the lessee under each Lease of allobligations, covenants and agreements by such lessee to be performed thereunder. If any of such Leases provide for the giving by the lessee of an estoppel certificate with respect to the status of any such Leases, Mortgagor shall exercise its rightto request such certificates within ten (10) days of any demand therefor by Mortgagee. 

(c) Mortgagor shall furnish to Mortgagee allinformation concerning lessees or occupants of the Property or Improvements as required under the Loan Agreement. 

SECTION 1.15 Unlessotherwise prohibited by applicable law, each Lease of the Property, or of any part thereof, shall provide that, in the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, uponrequest of any Person succeeding to the interest of Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such Lease; provided,however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of itsobligations under said Lease, or (ii) any amendment or modification of the Lease made without the consent of Mortgagee or such successor in interest. Reference is hereby made to Section 291-f of theNew York Real Property Law, for purposes of obtaining for Mortgagee the benefit of Section 291-f in connection with this Mortgage. Each such Lease shall provide that upon request by such successor ininterest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. 

SECTION 1.16 Mortgagor herebyagrees that if in connection with the closing of the Loan (a) any of the Loan Documents executed by Mortgagor misstates or inaccurately reflects the true and correct terms and provisions of the Loan or (b) Mortgagor failed to execute anydocuments or instruments that should have been executed by Mortgagor (regardless of whether said misstatement, inaccuracy or failure was due to the unilateral mistake of Mortgagee, the mutual mistake of Mortgagor and Mortgagee, or clerical error),then in such event, Mortgagor shall, within ten (10) days of Mortgagee’s request, and in order to correct any such misstatement, inaccuracy or failure, execute such new Loan Documents as Mortgagee or any Affiliate of Mortgagee may deemnecessary or desirable to remedy said inaccuracy, mistake or failure. 

SECTION 1.17 Mortgagor, in compliance with Section 13 ofArticle 2 of the New York Lien Law, will receive the advances secured by this Mortgage, and will hold the right to receive such advances, as a trust fund to be applied first for the purpose of paying the cost of contractors and materialmen for anyimprovements to the Property before using any part of the total of the same for any other purpose. 

 
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SECTION 1.18 Mortgagor agrees that it shall indemnify and hold Mortgagee and any of itsAffiliates and their respective successors and assigns harmless against any loss or liability, cost or expense, including without limitation, any judgments, reasonable attorneys’ fees, costs of appeal bonds and printing costs, arising out of orrelating to any proceedings instituted by any contractor, subcontractor, materialman or other claimant alleging priority over the lien of this Mortgage by virtue of any work performed at the Property or materials provided to Mortgagor or any otherparty in connection with the Property alleging a violation by Mortgagor or Mortgagee of any section of Article 3-A of the New York Lien Law. 

SECTION 1.19 Mortgagor shall execute and deliver to the appropriate governmental authority any affidavit, instrument, document and/or filingrequired pursuant to any applicable statute, ordinance, rule and/or regulation in connection with the Property, the Note, the other Loan Documents and/or the business and affairs of Mortgagor. 

SECTION 1.20 Mortgagor expressly covenants and agrees to pay in full all Expenses required to be paid hereunder and under the Loan Agreementand any other Loan Document as and when provided herein or therein, as applicable. 

SECTION 1.21 Mortgagor agrees as follows: 

(a) Mortgagor agrees that the Property shall at all times comply, to the extent applicable with the requirements of the Americans withDisabilities Act of 1990, as amended from time to time, the Fair Housing Amendments Act of 1988, as amended from time to time, all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issuedpursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities, as amended from time to time (collectively, **“Access Laws”**). 

(b) Notwithstanding any provisions set forth herein or in any other documents regarding Mortgagee’s approval or alterations of theProperty, Mortgagor shall not alter the Property in any manner that would increase Mortgagor’s responsibilities for compliance with the applicable Access Laws without the prior written approval of Mortgagee. The foregoing shall apply to tenantimprovements constructed by Mortgagor or by any of its tenants. Mortgagee may condition any such approval upon receipt of a certificate of Access Laws compliance from an architect, engineer, or other Person reasonably acceptable to Mortgagee. 

(c) Mortgagor agrees to give prompt notice to Mortgagee of the receipt by Mortgagor of any complaints related to violations of any Access Lawsand of commencement of any proceedings or investigations related to compliance with applicable Access Laws. 

SECTION 1.22 Except asexpressly permitted under the terms of the Loan Agreement, Mortgagor shall not, directly or indirectly, sell, convey, dispose of, alienate, hypothecate, lease, assign, pledge, mortgage, encumber or otherwise transfer (each a

 
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**“Transfer”**and, collectively, **“Transfers”)**the Property, or any part thereof or interest therein (including, without limitation, any ownership interests,directly or indirectly, in Mortgagor), in any manner or way, whether voluntarily or involuntarily, and any such Transfer shall constitute an Event of Default hereunder giving Mortgagee the right, at its sole option, to declare any or all of theObligations secured hereby immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article II hereof; and if such acceleration occurs during any period when a prepayment fee is payable pursuant to theprovisions set forth in the Note, then, in addition, such prepayment fee shall then be immediately due and payable to the same extent as though Mortgagor were prepaying the entire Obligations secured hereby on the date of such acceleration. 

SECTION 1.23 The parties hereto agree that all sums that may or shall become due and payable by Mortgagor to Mortgagee or any Affiliate ofMortgagee shall be secured by this Mortgage and shall constitute part of the Obligations secured hereby and the other Security Documents. Subject to the terms of Section 2.02, the lien of this Mortgage insofar as it secures payment of sums thatmay or shall become due and payable by Mortgagor to Mortgagee or any Affiliate is and shall continue to be equal in priority to the lien of this Mortgage insofar as it secures payment of the principal amount (but not interest including interest atthe Default Rate) consistent with Section 2.02 below) due under the Note. 

(End of Article I) 

**ARTICLE II**

**Eventsof Default and Remedies**

SECTION 2.01 The occurrence of any Default or Event of Default as that term is defined in the LoanAgreement shall constitute a Default or Event of Default, as applicable, under this Mortgage. Any material breach by Mortgagor of the terms of this Mortgage shall likewise constitute a Default, and, if any explicitly required notice has been givenof that Default, and any required cure period has expired, an Event of Default. 

Upon the occurrence of an Event of Default: 

I. Acceleration of the Obligations. During the continuance of any such Event of Default, Mortgagee, by written notice given toMortgagor, may declare the entire principal of the Note then outstanding (if not then due and payable), and all accrued and unpaid interest thereon, together with all other Obligations, to be due and payable immediately, notwithstanding anything tothe contrary herein or in the Note, the other Loan Documents. 

II. Possession of the Mortgaged Property. During the continuance ofany such Event of Default, with or without the appointment of a receiver, or an application therefor, Mortgagee personally, or by its agents or attorneys, may enter into and upon all 

 
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or any part of the Property, and each and every part thereof, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage andcontrol the Property and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of Mortgagor, from time to time, either bypurchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid, may complete the construction of any of the Improvements and in the course of such completion may make such changesin the contemplated Improvements as it may deem desirable and may insure the same; and likewise, from time to time, at the expense of Mortgagor, Mortgagee may procure title reports, title insurance, surveys, appraisals and such other reports asMortgagee, in its sole discretion, shall deem necessary, and make all necessary or proper repairs, replacements, renewals and such useful alterations, additions, betterments and improvements thereto and thereon as to it may deem advisable; and inevery such case Mortgagee shall have the right to manage and operate the Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deembest; and the license of Mortgagor to collect Rents shall be automatically and without notice revoked, and Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues, profits and income of the Property and every partthereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the Rents payable under all Leases of the Property directly from the lessees thereunder upon notice to each suchlessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all Rents due and to become due under its Lease, and Mortgagor, for the benefit of Mortgagee and each such lessee herebycovenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said Rents to Mortgagee without regard to the truth of Mortgagee’sstatement of default and notwithstanding notices from Mortgagor disputing the existence of an Event of Default such that the payment of Rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of thelessee’s obligation under the Lease for the payment of Rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions,betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property, or any part thereof, as well as just and reasonable compensation for the services of Mortgageeand for all attorneys, counsel, agents, clerks, servants and other employees by it properly engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first to the payment of accrued interest under the Note, second,to the payment of the principal of the Note, when and as the same shall become payable, and finally to the payment of any other Obligations and sums required to be paid by Mortgagor under this Mortgage or the other Loan Documents. Inconnection with Lender’s recovery of possession of the Premises Lender shall have no right to possess Cannabis Personalty and to the extent that Cannabis Personalty remains on the Property at the time it is repossessed, Lender will dispose ofsame strictly in accordance with the laws governing the possession and disposal of medical and adult-use commercial cannabis activities in New York, as may be currently in effect or hereinafter enacted. 

 
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III. Foreclosure and Other Remedies. Mortgagee, with or without entry, personally orby its agents or attorneys, insofar as applicable, may: 

(1) sell (and in the case of any default by any purchaser, resell)the Mortgaged Property, or any part thereof, to the extent permitted and pursuant to the procedures provided by law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as anentirety or in parcels, and at such time and place upon such terms and after such notice thereof as may be determined by Mortgagee or as required or permitted by law; or 

(2) institute proceedings for the complete or partial foreclosure of this Mortgage; 

(3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for thespecific performance of any covenant, condition or agreement in the Note, this Mortgage or the other Loan Documents, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any otherappropriate legal or equitable remedy or otherwise as Mortgagee shall elect; or 

(4) exercise any other right or remedy ofa mortgagee or secured party under the laws of the State. 

IV. Power of Sale. To the extent anon-judicial sale is permitted under the laws of the State of New York, Mortgagor hereby unconditionally and irrevocably gives, grants, sets over and confirms unto Mortgagee the Power of Sale, which Power ofSale may be unconditionally exercised at any time or times after an Event of Default and in connection therewith, Mortgagor hereby (a) consents to any one or more adjournments of the sale date which Mortgagee may grant, consent to and/orschedule, whether or not Mortgagor is notified of such adjournment and (b) waives any and all objections Mortgagor may have to the date of sale, the place of sale, the terms of sale and any other matter selected by Mortgagee. The sale byMortgagee of less than the whole of the Mortgaged Property shall not exhaust the right to sell any remainder of the Mortgaged Property, and Mortgagee is specifically empowered to make a successive sale or sales until the whole of the MortgagedProperty shall be sold. If the proceeds of the sale of less than the whole of the Mortgaged Property is less than the aggregate of the Obligations and any other obligations secured hereby and payable under subsection (d) of Section 2.02,then this Mortgage and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made. 

V. Assent to Decree. Mortgagor hereby assents to the passage of a decree for the sale of the Mortgaged Property, or any part thereof,by any court having jurisdiction, without notice to Mortgagor (except as expressly required by applicable law). 

 
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VI. Appointment of Receiver. After the happening of any Event of Default and duringits continuance, or upon the commencement of any proceedings to foreclose this Mortgage or to enforce the specific performance hereof or in aid thereof or upon the commencement of any other judicial proceeding to enforce any right of Mortgagee,Mortgagee shall be entitled, as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy or inadequacy of any security for the Obligations, forthwith either before or after declaringthe unpaid principal of the Note to be due and payable, to appoint a receiver or receivers in respect of the Property and/or other Mortgaged Property, and Mortgagor hereby consents to the appointment of such receiver or receivers. 

VII. Rights of a Secured Party. Mortgagee shall also have such other rights and/or remedies provided to a Mortgagee and/or a securedparty by the Code. 

VIII. RPAPL. If an Event of Default shall occur and continue hereunder or under any of the other LoanDocuments, Mortgagee may elect to sell the Property or any part thereof by exercise of the power of foreclosure granted to Mortgagee by Article 13 of the RPAPL. In such case, Mortgagee may commence a civil action to foreclose this Mortgage pursuantto and in accordance with Article 13 of the RPAPL to satisfy the Obligations and all other amounts secured hereby. 

IX. OtherRemedies. 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, as they become due, without regard to whether or not any otherobligations or liabilities shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of a mortgage foreclosure, or any other action, for any default by Mortgagor existing at the time the earlier action wascommenced. In addition, Mortgagee shall have the right to set-off all or any part of any amount due by Mortgagor to Mortgagee under any of the Loan Documents, against any indebtedness, liabilities orobligations owing by Mortgagee in any capacity to Mortgagor, including any obligation to disburse to Mortgagor any funds or other property on deposit with or otherwise in the possession, control or custody of Mortgagee. 

SECTION 2.02 (a) Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at thetime and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Mortgagee, without further notice or publication, may make such sale at the time and place to which thesame shall be so adjourned. 

(b) Upon the completion of any sale or sales made by Mortgagee under or by virtue of this Article II,Mortgagee, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate,right, title and interest in and to the property and rights sold and shall execute and deliver to the appropriate governmental authority any affidavit, instrument, document and/or filing required pursuant to any applicable statute, ordinance, ruleand/or regulation, 

 
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of the State. As long as the Obligations secured by this Mortgage remain unpaid, Mortgagee is hereby irrevocably appointed the true and lawful attorney of Mortgagor, in its name and stead, tomake all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold and for that purpose Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, including, withoutlimitation, any affidavit, instrument, document or filing required pursuant to any applicable statute, rule or regulation of the State, as the same may be amended from time to time, and may substitute one or more Persons with like power, Mortgagorhereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless Mortgagor, if so requested by Mortgagee, shall ratify and confirm any such sale or sales by executing anddelivering to Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the reasonable judgment of Mortgagee, for that purpose, and as may be designated in such request. Any such sale or sales made under or by virtueof this Article II, whether made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity,of Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Mortgagor and against any and all Persons claiming or who may claim the same, or any part thereof, from, through or underMortgagor. 

(c) In the event of any sale made under or by virtue of this Article II (whether made under or by virtue of judicialproceedings, a judgment or decree of foreclosure or a Power of Sale), the entire principal of, and interest on, the Note, if not previously due and payable, and all other sums required to be paid by Mortgagor pursuant to this Mortgage, any otherLoan Document immediately thereupon, shall, anything in the Note, this Mortgage, any other Loan Document to the contrary notwithstanding, become due and payable. 

(d) The purchase money proceeds or avails of any sale made under or by virtue of this Article II, together with any other sums which then maybe held by Mortgagee under this Mortgage, whether under the provisions of this Article II or otherwise, shall be applied as follows: 

First: To the payment of all Expenses, including without limitation, the costs and expenses of such sale, including, but notlimited to, the reasonable compensation to Mortgagee, its agents and counsel, and any sums that may be due under and/or pursuant to any statute, rule, regulation and/or law which imposes any tax, charge, fee and/or levy in connection with and/orarising from the exercise of any right and/or remedy under this Mortgage or the requirement that any sum be paid in order to record and/or file any deed, instrument of transfer or other such document in connection with any such sale and of anyjudicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Default Rate on all advances made by Mortgagee and all taxes orassessments, except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold. 

 
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Second: To the payment of the whole amount then due, owing or unpaid uponthe Note for interest on the unpaid principal, including, without limitation, interest at the Default Rate from and after the happening of any Event of Default from the due date of any such payment of principal until the same is paid. 

Third: to the payment of the whole amount then due, owing or unpaid upon the Note for principal. 

Fourth: To the payment of the whole amount then due, owing or unpaid upon the other Obligations and any other sums required tobe paid thereunder with interest on such other Obligations and other sums at the Default Rate from and after the happening of any Event of Default from the due date of any such other Obligations and other sums until the same is paid. 

Fifth: To the payment of the whole amount then due, owing or unpaid upon any other note made by Mortgagor held by Mortgagee forprincipal and interest, with interest on the unpaid principal at the default rate set forth in such other note, if applicable, from and after the happening of any Event of Default described in Section 2.01 from the due date of any such paymentof principal until the same is paid. 

Sixth: To the payment of any other Obligations and any other sums required to be paidby Mortgagor pursuant to any provision of this Mortgage, the Note or the other Loan Documents. 

Seventh: To the payment ofthe surplus, if any, to Mortgagor. 

(e) Upon any sale made under or by virtue of this Article II, whether made under or by virtue ofjudicial proceedings, a judgment or decree of foreclosure and sale, or a Power of Sale, Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price bycrediting upon the Obligations of Mortgagor secured by this Mortgage the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Mortgagee is authorized to deduct under this Mortgage.

SECTION 2.03 (a) In case an Event of Default described in Section 2.01 shall have occurred and be continuing, then, upon writtendemand of Mortgagee, Mortgagor will pay to Mortgagee the whole amount which then shall have become due and payable on the Note, for principal or interest or both, and after the happening of said Event of Default will also pay to Mortgagee interestat the Default Rate on the then unpaid principal of the Note, and the sums required to be paid by Mortgagor pursuant to any provision of this Mortgage, and in addition thereto such further amount as shall be sufficient to cover all outstandingExpenses including, without limitation, the costs and expenses of collection, including reasonable compensation to Mortgagee, its agents, and counsel and any expenses incurred by Mortgagee hereunder. In the event Mortgagor shall fail forthwith topay such amounts upon such demand, Mortgagee shall be entitled and empowered to institute such action or proceedings at law or in equity as may be advised 

 
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by its counsel for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decreeagainst Mortgagor and collect, out of the property of Mortgagor wherever situated, as well as out of the Mortgaged Property, in any manner provided by law, moneys adjudged or decreed to be payable. 

(b) Mortgagee shall be entitled to recover judgment as aforesaid either before or after or during the pendency of any proceedings for theenforcement of the provisions of this Mortgage; and the right of Mortgagee to recover such judgment shall not be affected by any entry or sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions ofthis Mortgage along with the amount of any other Obligations, or the foreclosure of the lien hereof; and in the event of a sale of the Mortgaged Property, or any part thereof, and of the application of the proceeds of sale, as in this Mortgageprovided, to the payment of the debt hereby secured (including all Obligations), Mortgagee shall be entitled to enforce payment of, and to receive all amounts then remaining due and unpaid upon the Note, the other Loan Documents and to enforcepayment of all other charges, payments and costs due under this Mortgage, the other Loan Documents and shall be entitled to recover judgment for any portion of the debt remaining unpaid, with interest at the Default Rate. In case of the commencementof any case against Mortgagor under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect or any proceedings for its reorganization or involving the liquidation of its assets, then Mortgagee shall be entitled toprove the whole amount of principal and interest due upon the Note to the full amount thereof, and all other payments, charges and costs and other Obligations due under this Mortgage, without deducting therefrom any proceeds obtained from the saleof the whole or any part of the Mortgaged Property; provided, however, that in no case shall Mortgagee receive a greater amount than such principal and interest and such other payments, charges and costs and other Obligations from theaggregate amount of the proceeds of the sale of the Mortgaged Property and the distribution from the estate of Mortgagor. 

(c) No recoveryof any judgment by Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of Mortgagor shall affect in any manner or to any extent, the lien of this Mortgage upon the Mortgaged Property, orany part thereof, of any liens, rights, powers or remedies of Mortgagee hereunder, but such liens, rights, powers and remedies of Mortgagee shall continue unimpaired as before. 

(d) Any moneys thus collected by Mortgagee under this Section 2.03 shall be applied to the Obligations by Mortgagee in accordance withthe provisions of subsection (d) of Section 2.02. 

SECTION 2.04 After the happening of any Event of Default and immediately uponthe commencement of any action, suit or other legal proceedings by Mortgagee to obtain judgment for the principal of, or interest on, the Note, and/or all other Obligations and/or other sums required to be paid by Mortgagor pursuant to any provisionof this Mortgage, or of any other nature in aid of the enforcement of the Note or of this Mortgage, Mortgagor will (a) consent to the service of process as provided in Section 3.11 hereof and enter its

 
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voluntary appearance in such action, suit or proceeding, and (b) if required by Mortgagee, consent to the appointment of a receiver or receivers of the Mortgaged Property, or any partthereof, and of all the earnings, revenues, rents, issues, profits and income thereof. 

SECTION 2.05 Notwithstanding the appointment ofany receiver, liquidator or trustee of Mortgagor, or of any of its property, or of the Mortgaged Property or any part thereof, Mortgagee shall be entitled to retain possession and control of all property now or hereafter held under this Mortgage.

SECTION 2.06 No remedy herein conferred upon or reserved to Mortgagee is intended to be exclusive of any other remedy or remedies, andeach and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Mortgagee to exercise any right or power accruingupon any Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Event of Default or any acquiescence therein; and every power and remedy given by this Mortgage to Mortgagee may be exercised from timeto time as often as may be deemed expedient by Mortgagee. Nothing in this Mortgage shall affect the obligation of Mortgagor to pay the principal of, and interest on, the Note in the manner and at the time and place therein respectively expressed.

SECTION 2.07 Mortgagor will not at any time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage ofany stay or extension or moratorium law, any exemption from execution or sale of the Mortgaged Property or any part thereof, wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of thisMortgage, nor claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales thereof which may be madepursuant to any provision herein, or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor, after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem theproperty so sold or any part thereof and Mortgagor hereby expressly waives all benefit or advantage of any such law or laws, and covenants not to hinder, delay or impede the execution of any power herein granted or delegated to Mortgagee, but tosuffer and permit the execution of every power as though no such law or laws had been made or enacted. Mortgagor, for itself and all who may claim under it, waives, to the extent that it lawfully may, all right to have the Mortgaged Property, or anypart thereof, marshaled upon any foreclosure hereof. Mortgagor, for itself and all who may claim under it, further waives and relinquishes (i) all rights to a marshalling of the assets of Mortgagor, including the Mortgaged Property, or to asale in the inverse order of alienation in the event of a foreclosure of the Mortgaged Property, and agrees not to assert any right under any law pertaining to the marshalling of assets, the sale in inverse order of alienation, the exemption ofhomestead, the administration of estates of decedents, or other matters whatsoever to defeat, reduce or affect the right of Mortgagee under the terms of this Mortgage to a sale of the Mortgaged Property without any prior or different resort forcollection, or the right of Mortgagee to the payment of the Obligations out of the proceeds of sale of the Mortgaged Property in preference to every other claimant whatsoever, (ii) 

 
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any right to bring or utilize any defense, counterclaim or setoff; provided, if any defense, counterclaim or setoff is timely raised in a foreclosure action, such defense, counterclaim or setoffshall be dismissed, and (iii) any and all rights and remedies which Mortgagor may have or be able to assert by reason of the provisions of any Laws pertaining to the rights and remedies of sureties. 

SECTION 2.08 During the continuance of any Event of Default, and pending the exercise by Mortgagee of its right to exclude Mortgagor from allor any part of the Property, Mortgagor agrees to pay the fair and reasonable rental value for the use and occupancy of the Mortgaged Property, or any part thereof that is in its possession for such period, and upon default of any such payment, willvacate and surrender possession of the Mortgaged Property, or any part thereof, to Mortgagee or to a receiver, if any, and in default thereof may be evicted by any summary action or proceeding for the recovery of possession of the Property for non-payment of rent, however designated. 

(End of Article II) 

**ARTICLE III**

**Miscellaneous**

SECTION 3.01 In the event any one or more of the provisions contained in this Mortgage or in the Note shall for any reason be held to beinvalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall, at the option of Mortgagee, not affect any other provision of this Mortgage, but this Mortgage shall be construed as if such invalid, illegal orunenforceable provision had never been contained herein or therein. The parties hereby acknowledge that the Mortgagor’s and its subsidiaries’ involvement with the regulated cannabis industry shall not be in any way deemed as willfulmisconduct, constitute an event of default hereunder provided that all commercial activities undertaken at the Property shall be strictly in compliance with the laws governing medical and adult-use commercialcannabis activities in New York, as may be currently in effect or hereinafter enacted. 

SECTION 3.02 All notices hereunder shall be inwriting and shall be deemed to have been sufficiently given or served for all purposes if given or served in accordance with the provisions of the Loan Agreement to the addressee(s) and address(es) specified therein (as such address(es) may bechanged pursuant to the provisions of the Loan Agreement). 

SECTION 3.03 All covenants hereof shall be construed as affording to Mortgageerights additional to and not exclusive of the rights conferred under the provisions Sections 254 and 273 of the RPAPL or any other applicable law. 

SECTION 3.04 All of the grants, terms, conditions, provisions and covenants of this Mortgage shall run with the land, shall be binding uponMortgagor and shall inure to the benefit of Mortgagee, for itself and any Affiliate of Mortgagee holding any Obligations, subsequent holders of this Mortgage and their respective successors and assigns. For the purpose of this Mortgage, the term“Mortgagor” shall include and refer to the 

 
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mortgagor named herein, any subsequent owner of the Mortgaged Property, or any part thereof, and their respective heirs, executors, legal representatives, successors and assigns. If there is morethan one Mortgagor, all their undertakings hereunder shall be deemed joint and several. 

**SECTION 3.05 (a) THIS MORTGAGE WAS NEGOTIATEDIN THE STATE OF NEW YORK, AND MADE BY MORTGAGOR AND ACCEPTED BY MORTGAGEE IN THE STATE, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THEPARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS MORTGAGE AND THE OBLIGATIONS ARISING HEREUNDER SHALLBE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLESTEXTENT PERMITTED BY LAW, MORTGAGOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS MORTGAGE OR THE OTHER LOAN DOCUMENTS, AND THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.**

**(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST MORTGAGEE OR MORTGAGOR ARISING OUT OF OR RELATING TO THIS MORTGAGE MAY AT MORTGAGEE’SOPTION BE INSTITUTED IN ANY FEDERAL COURT IN THE EASTERN DISTRICT OF NEW YORK STATE COURT IN SUFFOLK COUNTY, NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND MORTGAGOR WAIVESANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND MORTGAGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.**

SECTION 3.06 Nothing in this Mortgage, the Note or in any other Loan Documents between Mortgagor and Mortgagee shall requireMortgagor to pay, or Mortgagee to accept, interest in an amount which would subject Mortgagee to any penalty or forfeiture under applicable law. In the event that the payment of any charges, fees or other sums due hereunder or under the Note or anyother Loan Documents, which are or could be held to be in the nature of interest and which would subject Mortgagee to any penalty or forfeiture under applicable law, then, ipso facto, the obligations of Mortgagor to make such payment shall bereduced to the highest rate authorized under applicable law. Should Mortgagee receive any payment which is or would be in excess of the highest rate authorized under law, such payment shall have been, and shall be deemed to have been, made in error,and shall automatically be applied to reduce the outstanding principal balance of the Obligations. 

 
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SECTION 3.07 This Mortgage and all of the terms, covenants, provisions, conditions andgrants contained in this Mortgage cannot be altered, amended, waived, modified or discharged orally, and no executory agreement shall be effective to modify, waive or discharge, in whole or in part, anything contained in this Mortgage unless it isin writing and signed by the party against whom enforcement of the modification, alteration, amendment, waiver or discharge is sought. 

SECTION 3.08 Mortgagor acknowledges that it has received a true copy of this Mortgage. 

SECTION 3.09 Time is of the essence as to each of Mortgagor’s obligations under this Mortgage. 

SECTION 3.10 The information set forth on the cover hereof is hereby incorporated herein. 

SECTION 3.11 The Mortgaged Property includes, and shall be deemed to include, interalia, the Chattels and the Intangibles,regardless of whether they are held or hereafter acquired, by Mortgagor in, to and under the Mortgaged Property. By executing and delivering this Mortgage, Mortgagor has granted, in the same manner and with the same effect described in the GrantingClause hereof, to Mortgagee as additional security, a security interest in the Chattels and the Intangibles which are subject to the Code. If any Event of Default shall occur, Mortgagee shall have, in addition to any and all other rights andremedies set forth in this Mortgage and any other Loan Document, and may exercise without demand, any and all rights and remedies granted to a secured party under the Code, including, but not limited to, the right to take possession of the Chattelsand the Intangibles, or any part thereof, and the right to advertise and sell the Chattels and the Intangibles, or any part thereof, pursuant to and in accordance with the power of sale provided for in this Mortgage. Mortgagor agrees that any noticeof sale or other action intended by Mortgagee with respect to the Chattels and the Intangibles, or any part thereof, shall constitute reasonable notice if it is sent to Mortgagor not less than ten (10) days prior to any such sale or intended action.The proceeds of any such sale of the Chattels and the Intangibles, or any part thereof, shall be applied in the manner set forth in Section 2.02 (d) of this Mortgage. 

SECTION 3.12 The enforcement of this Mortgage shall be governed, construed and interpreted by the laws of the State (without giving effect tothe State’s principles of conflicts of law). 

SECTION 3.13 By inspecting the Property or other Mortgaged Property, or by accepting orapproving anything required to be observed, performed or fulfilled by Mortgagor or to be given to Mortgagee pursuant to this Mortgage or any of the other Loan Documents, Mortgagee shall not be deemed to have warranted or represented the condition,sufficiency, legality, effectiveness or legal effect of the same, and such acceptance or approval shall not constitute any warranty or representation with respect thereto by Mortgagee 

 
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SECTION 3.14 Mortgagor and Mortgagee shall upon a mutual agreement to do so execute suchdocuments as may be necessary in order to effectuate the modification of this Mortgage, including the execution of substitute mortgages, so as to create two or more coordinate liens on the Mortgaged Property or a portion thereof in such amounts asmay be mutually agreed upon but in no event to exceed, in the aggregate, the Mortgage Amount, together with all other Obligations secured by this Mortgage. Mortgagor shall pay all costs in connection with said modification, including, but notlimited to, title examination costs, title insurance premiums, charges, and any mortgage recording taxes. Nothing contained herein shall require Mortgagee to execute said documents if the property encumbered by said coordinate mortgages shall beless than the property mortgaged hereby. 

SECTION 3.15 If Mortgagor consists of two (2) or more Persons, the term“Mortgagor” shall refer to all Persons signing this Mortgage as Mortgagor, and to each of them, and all of them are jointly and severally bound, obligated, and liable hereunder. Mortgagee may release, compromise, modify or settle with anyof Mortgagor, in whole or in part, without impairing, lessening or affecting the obligations and liabilities of the others of Mortgagor hereunder or under any of the Loan Documents. Any of the acts mentioned aforesaid may be done without theapproval or consent of, or notice to, any of Mortgagor. 

**SECTION 3.16 MORTGAGOR, AND BY ITS ACCEPTANCE HEREOF, MORTGAGEE, MUTUALLYHEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST IN RESPECT OF ANY LITIGATION BASED ON THIS MORTGAGE, ARISING OUT OF, UNDER OR IN CONNECTION WITH THISMORTGAGE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLYEACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE AND CONSTITUTES A MATERIAL INDUCEMENT FOR MORTGAGOR AND MORTGAGEE TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY. MORTGAGOR AND MORTGAGEE ARE EACHHEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.**

SECTION 3.17 Mortgagee,in its sole discretion, shall have the right to announce and publicize relevant information with respect to the financing secured by this Mortgage, as it deems appropriate or desirable, by means and media selected by Mortgagee, including, but notlimited to, newspapers, magazines, trade publications and the like. Such publicity may, at Mortgagee’s discretion, include all pertinent information relating to the Note, the Loan Agreement, the Mortgage and the Property including, withoutlimitation, the term, purpose, interest rate, Mortgage Amount, name of Mortgagor and 

 
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Mortgagee, location of the Property and the nature of any Improvements. The form and content of the published information shall be in the sole discretion of Mortgagee. All expenses related tosuch publicity shall be the sole responsibility of Mortgagee. 

SECTION 3.18 Mortgagor hereby indemnifies Mortgagee and any of itsAffiliates (including their respective agents and representatives) and holds Mortgagee and any of its Affiliates (including their respective agents and representatives) harmless from and against any and all Claims and Expenses directly or indirectlyarising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Loan, other Obligations, the Mortgaged Property, the Loan Documents, including, without limitation, any Claim arising out of orresulting from any assertion or allegation that Mortgagee or any Affiliate of Mortgagee is liable for any act or omission of Mortgagor or any other Person in connection with the ownership, development, financing, operation or sale of the MortgagedProperty, or any part thereof; provided, however, that Mortgagor shall not be obligated to indemnify Mortgagee or any Affiliate of Mortgagee with respect to any Claim that is determined by a finalnon-appealable order or judgment as arising solely from the fraud, gross negligence or willful misconduct of Mortgagee or any of its Affiliates, or any of their respective agents or representatives to theextent that such fraud, gross negligence or willful misconduct is determined by the final judgment of a court of competent jurisdiction, not subject to further appeal, in proceedings to which such Mortgagee, or any Affiliates of Mortgagee or any oftheir respective agents or representatives is a proper party. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan,any foreclosure or deed in lieu thereof and any other action by Mortgagee or any other Affiliates of Mortgagee to enforce the rights and remedies of Mortgagee hereunder or under the other Loan Documents. 

SECTION 3.19 This Mortgage may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to bean original and all such counterparts shall together constitute but one and the same mortgage. 

SECTION 3.20 Notwithstanding anything elsecontained herein to the contrary, the maximum amount of principal indebtedness secured hereby at execution or which under any contingency may become secured hereby at any time hereafter is the Mortgage Amount plus all interest and late payment andprepayment charges in respect thereof, plus all amounts expended by Mortgagee following a default hereunder in respect of insurance premiums and real estate taxes, and all legal costs or expenses of collection of the debt secured hereby or of thedefense or prosecution of the rights and lien created hereby. 

SECTION 3.21 This Mortgage does not cover real property principallyimproved or to be improved by one or more structures containing in the aggregate not more than six (6) residential dwelling units, each having their own separate cooking facilities. 

(End of Article III) 

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**IN WITNESS WHEREOF,**this Mortgage has been duly executed by Mortgagor as of the dayand year first above written. 

 
MORTGAGOR:**COLUMBIA CARE NY REALTY LLC**By: 
/s/ Nicholas Vita
 Name: Nicholas Vita Title: Authorized Signatory
 
COMMONWEALTH OF MASSACHUSETTS  )   ) ss.:COUNTY OF MIDDLESEX  ) 
On December 27th, 2021, before me, the undersigned,personally appeared Nicholas Vita, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity,and that by his signature on the instrument, the individual, or the persons or entities upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in Middlesex County inthe Commonwealth of Massachusetts (add the city or political subdivision and the state or country or other place the acknowledgement was taken). 

 

/s/ Jaqueline Caplice
Notary Public
 

**