form8k110107ex44.htm


    
      

    


    


    
      	
               

              Date:  November
                1, 2007

               

            
	
               SECOND
                AMENDED AND RESTATED MORTGAGE

              (“this
                Mortgage”)

               

               

              FROM

               

              TWELVE
                OAKS
                MALL, LLC,

              a
                limited
                liability company organized and existing under the laws of

              the
                State of
                Michigan

               

              (“Mortgagor”)

               

            
	
              Address
                and
                Chief Executive

              Office
                of
                Mortgagor:

               

            	
              c/o
                The
                Taubman Company Limited Partnership

              200
                East Long
                Lake Road - Suite 300

              Bloomfield
                Hills, Michigan 48304

               

            
	
              TO

               

              EUROHYPO
                AG,
                NEW YORK BRANCH

               

              as
                Administrative Agent for the Banks (as hereinafter defined)

              (together
                with its successors in such capacity, “Mortgagee”)

               

            
	
              Address
                of
                Mortgagee:

               

            	
              1114
                Avenue
                of the Americas, 29th Floor

              New
                York, New
                York 10036

               

            
	
              Mortgage
                Amount:  $550,000,000, subject to

              increase
                up
                to $650,000,000

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    Page

    
       

      
        	 ARTICLE
                I COVENTANTS OF MORTGAGOR 	 6
	 	 Section
                1.01.	 (a)
                Warranty
                of
                Title; Power and Authority 	 6
	 	 	 (b)
                Flood Hazard Area	 7
	 	 Section
                1.02.	 (a)
                Further Assurances	 7
	 	 	 (b)
                Information Reporitng and Back-up Withholding	 7
	 	 Section
                1.03.	 (a)
                Filing and Recording of Documents	 7
	 	 	 (b)
                Filing and Recording Fees and Other Charges	 7
	 	 Section
                1.04.	 Additional
                Debt	 8
	 	 Section
                1.05.	 Type
                of
                Entity; Maintenance of Existence; Compliance with Laws	 8
	 	 Section
                1.06.	 After-Acquired
                Property	 8
	 	 Section
                1.07.	 (a)
                Payment of Taxes and Other Charges	 8
	 	 	 (b)
                Payment of Mechanics and Materialmen	 9
	 	 	 (c)
                Good Faith Contests	 10
	 	 Section
                1.08.	 Taxes
                on Mortgagee or the Banks	 10
	 	 Section
                1.09.	 Insurance	 10
	 	 Section
                1.10.	 Protective
                Advances by Mortgagee	 12
	 	 Section
                1.11.	 (a)
                Visitation and Inspection	 12
	 	 	 (b)
                Estoppel Certificates	 12
	 	 Section
                1.12.	 Maintenace
                of Premises and Improvements	 13
	 	 Section
                1.13.	 Condemnation	 13
	 	 Section
                1.14.	 Leases	 14
	 	 Section
                1.15.	 Premises
                Documents	 15
	 	 Section
                1.16.	 Lien
                Laws	 15
	 	 Section
                1.17.	 Non-Disturbance
                and Attonment Agreements	 16
	 	 Section
                1.18.	 Covenant
                Against Transfers	 16
	 	 Section
                1.19.	 Property
                Management	 16
	 	 	 	 
	 ARTICLE
                II EVENTS OF DEFAULT AND REMEDIES  	 16
	 	 Section
                2.01.	 Events
                of Default and Certain Remedies	 16
	 	 Section
                2.02.	 Other
                Matters Concerning Sales	 20
	 	 Section
                2.03.	 Payments
                of Amounts Due	 21
	 	 Section
                2.04.	 Actions;
                Receivers	 22
	 	 Section
                2.05.	 Mortgagee's
                Right to Possession	 23
	 	 Section
                2.06.	 Remedies
                Cumulative	 23
	 	 Section
                2.07.	 Moratorium
                Laws; Right of Redemption	 24
	 	 Section
                2.08.	 Mortgagor's
                Use and Occupancy after Default	 24
	 	 Section
                2.09.	 Mortgagee's
                Rights Concerning Application of Amounts Collected 	 24
	 	 Section
                2.10.	 Regarding
                Defenses	 24
	 	 Section
                2.11.	 Expenses
                as Indebtedness 	 24
	 	 Section
                2.12.	 Right
                to Deem All of Property as Real Estate	 25
	 	 	 	 
	 ARTICLE
                III
                MISCELLANEOUS	 25
	 	 Section
                3.01.	 Assignment
                of Leases and Rents	 25
	 	 Section
                3.02.	 Security
                Agreement	 26
	 	 Section
                3.03.	 Application
                of Certain Payments	 26
	 	 Section
                3.04.	 Severability	 27
	 	 Section
                3.05. 	 Modifications
                and Waivers	 27
	 	 Section
                3.06.	 Notices	 27
	 	 Section
                3.07.	 Successors
                and Assigns	 27
	 	 Section
                3.08.	 Limitation
                on Interest	 27
	 	 Section
                3.09.	 Counterparts	 28
	 	 Section
                3.10.	 Substitute
                Mortgages	 28
	 	 Section
                3.11.	 Banks'
                Sale of Interests in Loan	 28
	 	 Section
                3.12.	 Governing
                Law	 28
	 	 Section
                3.13.	 No
                Merger of Interests	 28
	 	 Section
                3.14.	 No
                Credit for Taxes	 28
	 	 Section
                3.15.	 No
                Consent to Contracts	 28
	 	 Section
                3.16.	 Termination
                of Mortgage	 28
	 	 Section
                3.17.	 Business
                Loan	 28
	 	 Section
                3.18.	 CERTAIN
                WAIVERS	 29
	 	 Section
                3.19.	 Additional
                Waivers	 29


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


     

    


     

    


     

    


     

    


     

    THE
      AMOUNT OF THIS
      MORTGAGE IS $550,000,000 SUBJECT

     

    TO
      INCREASE UP TO
      $650,000,000.

     

    


     

    THIS
      MORTGAGE
      SECURES FUTURE ADVANCES AND IS A FUTURE ADVANCE

     

    MORTGAGE
      UNDER ACT
      NO. 348 OF THE PUBLIC ACT OF 1990, AS AMENDED

     

    (MICHIGAN
      COMPILED
      LAWS ANNOTATED §565.901 ET SEQ.)

     

    RECITAL

     

    WHEREAS
      Mortgagor
      is the owner of the premises described in SCHEDULE A and of the Improvements
      thereon.

     

    WHEREAS
      pursuant to
      that certain Secured Revolving Credit Agreement dated as of October 13, 2004
      (the “Original Loan Agreement”), the lenders under the original loan agreement
      made a loan to TRG (all initially capitalized terms used and not otherwise
      defined in these Recitals shall have the meanings respectively ascribed
      to them in the defined terms section which follows these Recitals), the
      sole member of Mortgagor, in the maximum amount of $350,000,000, subject to
      increase to up to $650,000,000.

     

    WHEREAS
      TRG
      executed and delivered to Eurohypo AG, New York Branch (in its individual
      capacity as a Bank and not as Mortgagee, “Eurohypo”), and the other lenders
      under the Original Loan Agreement, those certain Notes, each dated October
      13,
      2004 in the aggregate amount of $350,000,000, which obligated TRG to pay so
      much
      thereof as may have been advanced or readvanced from time to time under the
      Original Loan Agreement  (in amounts aggregating up to $650,000,000)
      (collectively, the “Original Notes”).

     

    WHEREAS
      the
      Original Notes were secured by, among other things, that certain Mortgage from
      Mortgagor to Mortgagee, dated October 13, 2004, recorded October 19, 2004,
      in
      Liber 34260, Page 193 of the public records of Oakland County, Michigan, and
      as
      amended by that certain Amendment to Mortgage dated August 29, 2005 and recorded
      March 13, 2006 in Liber 37236, Page 87  (collectively, the “Original
      Mortgage”).

     

    WHEREAS
      certain
      lenders, Administrative Agent, TRG and Borrowers (including Mortgagor) entered
      into an Amended and Restated Secured Revolving Credit Agreement, dated August
      9,
      2006, (collectively, the “Amended Loan Agreement”), which amended and restated
      the Original Loan Agreement.  Pursuant to and in accordance with the
      Amended Loan Agreement, the lenders thereunder agreed to make revolving loans
      to
      Borrowers in the aggregate amount of $350,000,000 and subject to increase to
      up
      to $650,000,000, a portion of which was made available to Mortgagor (as a
      Borrower) from time to time as evidenced by those certain Promissory Notes
      executed by Mortgagor on August 9, 2006, all pursuant to the terms of the
      Amended Loan Agreement (collectively, the “Amended Notes”).

     

    WHEREAS
      the Amended
      Notes were secured by, among other things, an Amended and Restated Mortgage
      from
      Mortgagor to Mortgagee, dated August 9, 2006, recorded September 14, 2006,
      in
      Liber 38112, Page 515, of the public records of Oakland County, Michigan
      (collectively, the “Amended Mortgage”).

     

    WHEREAS
      the Banks,
      Administrative Agent, TRG and Borrowers (including Mortgagor) have entered
      into
      a Second Amended and Restated Secured Revolving Credit Agreement of even date
      herewith (as amended from time to time, the “Loan Agreement”), which amends and
      restates the Amended Loan Agreement.  Pursuant to and in accordance
      with the Loan Agreement, the Banks have agreed to make revolving loans to
      Borrowers in the aggregate amount of $550,000,000 and subject to increase to
      up
      to $650,000,000, a portion of which will be made available to Mortgagor (as
      a
      Borrower) from time to time as evidenced by those certain Promissory Notes
      to be
      executed by Mortgagor on even date herewith (collectively, the “Mortgagor
      Notes”), all pursuant to the terms of the Loan Agreement.

     

    WHEREAS,
      in
      connection with the Loan, Mortgagee and Mortgagor are, at even date herewith,
      executing and delivering all of the other Loan Documents (as such term is
      defined in the Loan Agreement; hereinafter, together with all of the other
      documents evidencing, securing or otherwise relating to the Loan, and any and
      all renewals, modifications, amendments, consolidations, replacements,
      extensions, increases, additions and substitutions thereof or therefore,
      collectively called the “Loan Documents”) from Mortgagor to the Mortgagee and/or
      between Mortgagor and the Mortgagee (inclusive of this Mortgage).

     

    WHEREAS,
      Mortgagor
      additionally is executing and delivering to the Banks the Guaranty (defined
      below) of all indebtedness of Borrowers under the Loan Agreement to induce
      the
      Banks to make the loan evidenced by the Notes.  In order to secure the
      payment of the Mortgagor Notes, Guaranty and the payment and performance of
      all
      of the other Obligations (as hereinafter defined) under the Loan Documents,
      Mortgagor has granted this Mortgage to Mortgagee.  The Banks would not
      make the Loan evidenced by the Notes if not for the execution and delivery
      hereof.

     

    NOW,
      THEREFORE, for
      and in consideration the foregoing, and other good and valuable consideration,
      the receipt and sufficiency of which are acknowledged hereby, the Amended
      Mortgage is hereby modified and restated in its entirety to read as
      follows:

     

    CERTAIN
      DEFINITIONS
      AND RULES OF CONSTRUCTION

     

    Mortgagor
      and
      Mortgagee agree that, unless the context otherwise specifies or requires, the
      following terms shall have the meanings herein specified.

     

    “Banks”
means,
      collectively, Eurohypo and such other lending institutions who become “Banks”
pursuant to the Loan Agreement, together with their successors and permitted
      assigns in accordance with the terms of the Loan Agreement.

     

    “Borrowers”
means
      Mortgagor, Fairlane Town Center LLC, a Michigan limited liability
      company,  Dolphin Mall Associates LLC, a Delaware limited liability
      company, and any other “Borrower” from time to time under the Loan
      Agreement.

     

    “Chattels”
means
      all fixtures, furnishings, fittings, appliances, apparatus, equipment, building
      materials and components, machinery and articles of personal property, of
      whatever kind or nature, including any replacements, proceeds or products
      thereof and additions thereto, other than those owned by lessees or utility
      companies serving the Premises, now or at any time hereafter intended to be
      or
      actually affixed to, attached to, placed upon, or used in any way in connection
      with the complete and comfortable use, enjoyment, development, occupancy or
      operation of the Premises, and whether located on or off the
      Premises.

     

    “Default
      Rate” and
“Base Rate Loans” have the respective meanings given to such terms in the Loan
      Agreement.

     

    “Engineering
      Consultant” has the meaning given to such term in the Loan
      Agreement.

     

    “Events
      of Default”
means the events and circumstances described as such in Section
      2.01.

     

    “Guaranty”
means
      that certain Guaranty of Payment of even date herewith in which Mortgagor and
      certain other guarantors guarantee payment of the amounts due under the Loan
      Agreement and the Notes.

     

    “Improvements”
      means all structures or buildings, and replacements thereof, now or hereafter
      located upon the Premises, including all plant equipment, apparatus, machinery
      and fixtures of every kind and nature whatsoever forming part of said structures
      or buildings, excluding, however, any personal property or fixtures owned by
      lessees or utility companies serving the Premises.

     

    “Loan”
means
      the
      revolving loan made by the Banks to Borrowers pursuant to the Loan Agreement
      (initially in the amount of $550,000,000 and subject to increase to up to
      $650,000,000) and secured hereby.

     

    “Loan
      Agreement”
means that certain Second Amended and Restated Secured Revolving Credit
      Agreement, dated as of the date hereof, among Borrowers, the Banks and
      Mortgagee, as Administrative Agent, as the same may hereafter be amended,
      modified or supplemented from time to time.

     

    “Notes”
means,
      collectively, those certain Promissory Notes made by Borrowers for the benefit
      of the Banks (including the Mortgagor Notes).

     

    “Obligations”
means
      each and every obligation, promise, covenant and agreement of Mortgagor,
      Borrowers or any other obligor in respect of the Loan, now or hereafter
      existing, contained in this Mortgage, the Guaranty, the Loan Agreement, the
      Notes and any of the other Loan Documents, whether for principal, reimbursement
      obligations, interest, fees, expenses, late charges, indemnities or otherwise,
      and any amendments, supplements, extensions, renewals or replacements of any
      of
      said documents, including but not limited to, all or any other obligor in
      respect of the Loan indebtedness, obligations and liabilities (and all increases
      or additions thereto) of Mortgagor, Borrowers or any other obligor in respect
      of
      the Loan to Mortgagee or any Bank now existing or hereafter incurred under
      or
      arising out of or in connection with this Mortgage, the Loan Agreement, the
      Guaranty, the Notes, the other Loan Documents, and any documents or instruments
      executed in connection therewith; in each case whether direct or indirect,
      joint
      or several, absolute or contingent, liquidated or unliquidated, now or hereafter
      existing, renewed or restructured, whether or not from time to time decreased
      or
      extinguished and later increased, created or incurred, and including all
      indebtedness of Mortgagor, Borrowers or any other obligor in respect of the
      Loan
      under any instrument now or hereafter evidencing or securing any of the
      foregoing.  Without limiting the obligations secured by this Mortgage,
      this Mortgage is a “future advance mortgage” as defined by MCL §565.901 et seq.
      and secures both future advances and protective advances as defined in said
      statutes, including all advances and readvances under the revolving credit
      feature of the Loan Agreement.

     

    “Premises”
means
      the premises described in Exhibit A including all of the easements, rights,
      privileges and appurtenances (including Mortgagor’s interest in air or
      development rights and signage rights) thereunto belonging or in anywise
      appertaining, and all of the estate, right, title, interest, claim or demand
      whatsoever of Mortgagor therein and in the streets and ways adjacent thereto,
      either in law or in equity, in possession or expectancy, now or hereafter
      acquired, and as used herein shall, unless the context otherwise requires,
      be
      deemed to include the Improvements.

     

    “Premises
      Documents” means all reciprocal easement or operating agreements (including the
      REA), declarations of covenants, conditions or restrictions, master
      declarations, developer’s or utility agreements with any village, town, county
      or other governmental authority, and any similar such agreements or declarations
      now or hereafter affecting the Premises or any part thereof.

     

    “REA”
means
      any or
      all easement and/or operating agreements affecting the Premises, which
      agreements are identified in Exhibit A, together with all agreements incidental
      or supplemental thereto.

     

    “Required
      Banks”
has the meaning given to such term in the Loan Agreement.

     

    “TRG”
means
      The
      Taubman Realty Group Limited Partnership, a Delaware limited
      partnership.

     

    All
      terms of this
      Mortgage which are not defined above shall have the meaning set forth elsewhere
      in this Mortgage, or, if not so defined, in the Loan Agreement.

     

    Except
      as expressly
      indicated otherwise, when used in this Mortgage (i) “or” is not exclusive, (ii)
“hereunder”, “herein”, “hereof” and the like refer to this Mortgage as a whole,
      (iii) “Article”, “Section” and “Schedule” refer to Articles, Sections and
      Schedules of this Mortgage, (iv) terms defined in the singular have a
      correlative meaning when used in the plural and vice versa, (v) a reference
      to a
      law or statute includes any amendment or modification to, or replacement of,
      such law or statute and (vi) a reference to an agreement, instrument or document
      means such agreement, instrument or document as the same may be amended,
      modified or supplemented from time to time in accordance with its terms and
      as
      permitted by the Loan Agreement and other documents executed or delivered to
      Mortgagee or the Banks in connection with the Loan.  The cover page
      and all Schedules hereto are incorporated herein and made a part
      hereof.  Any table of contents and the headings and captions herein
      are for convenience only and shall not affect the interpretation or construction
      hereof.

     

    GRANTING
      CLAUSE

     

    NOW,
      THEREFORE, for
      and in consideration of the sum of Ten and no/100 Dollars, in order to secure
      the payment of both the principal of, and the interest and any other sums
      payable on or under, the Mortgagor Notes, this Mortgage, the Guaranty or the
      Loan Agreement and the payment and performance of all the other Obligations,
      Mortgagor hereby gives, grants, bargains, sells, warrants, aliens, remises,
      releases, conveys, assigns, transfers, mortgages, hypothecates, deposits,
      pledges, sets over and confirms unto Mortgagee, all its estate, right, title
      and
      interest in, to and under any and all of the following described property
      (hereinafter, the “Mortgaged Property”) whether now owned or held or hereafter
      acquired

     

    (i)           the
      Premises;

     

    (ii)           the
      Improvements;

     

    (iii)           the
      Chattels;

     

    (iv)           the
      Premises Documents;

     

    (v)           all
      rents, royalties, issues, profits, revenue, income, recoveries, reimbursements
      and other benefits of the Mortgaged Property (hereinafter, the “Rents”) and all
      leases of the Mortgaged Property or portions thereof now or hereafter entered
      into and all right, title and interest of Mortgagor thereunder, including,
      without limitation, cash, letters of credit or securities deposited thereunder
      to secure performance by the lessees of their obligations thereunder, whether
      such cash, letters of credit or securities are to be held until the expiration
      of the terms of such leases or applied to one or more of the installments of
      rent coming due immediately prior to the expiration of such terms, and including
      any guaranties of such leases and any lease cancellation, surrender or
      termination fees in respect thereof, all subject, however, to the provisions
      of
      Section 3.01 and which such Rents shall be deemed to include: (i) all rents,
      issues, profits, income, proceeds and security deposits (in accordance with
      Act
      No. 210 of the Michigan Public Acts of 1953 as amended by Act No. 151 of the
      Michigan Public Acts of 1966 [MCLA 554.231 et seq.] and to the extent applicable
      Act No. 228 of the Michigan Public Acts of 1925 [MCLA 554.211 et seq.], and
      (ii)
      all or any part of the oil and gas located in, on or under oil and gas
      properties, and all or any of the rents and profits from oil and gas properties,
      and the income from the sales of oil and gas produced or to be produced form
      oil
      and gas properties (in accordance with Act No. 66 of the Michigan Public Acts
      of
      1956 [MCLA 565.81 et seq.]);

     

    (vi)           all
      (a) development work product prepared in connection with the Premises,
      including, but not limited to, engineering, drainage, traffic, soil and other
      studies and tests; water, sewer, gas, electrical and telephone approvals, taps
      and connections; surveys, drawings, plans and specifications; and subdivision,
      zoning and platting materials; (b) building and other permits, rights, licenses
      and approvals relating to the Premises; (c) contracts and agreements (including,
      without limitation, contracts with architects and engineers, construction
      contracts and contracts for the maintenance, management or leasing of the
      Premises), contract rights, logos, trademarks, trade names, copyrights and
      other
      general intangibles used or useful in connection with the ownership, operation
      or occupancy of the Premises or any part thereof; (d) financing commitments
      (debt or equity) issued to Mortgagor in respect of the Premises and all amounts
      payable to Mortgagor thereunder; (e) bank accounts, and monies therein, of
      Mortgagor relating to the Premises, including, without limitation, any accounts
      relating to real estate taxes; and (f) commercial tort claims related to the
      Premises, the Improvements or the Chattels;

     

    (vii)           all
      rights of Mortgagor under promissory notes, letters of credit, electronic
      chattel paper, proceeds from accounts, payment intangibles, and general
      intangibles related to the Premises, as the terms “accounts”, “general
      intangibles”, and “payment intangibles” are defined in the applicable Uniform
      Commercial Code Article 9, as the same may be modified or amended from time
      to
      time;

     

    (viii)                      all
      other assets of Mortgagor related in any way to the Premises, subject to certain
      limitations that may be set forth herein; and

     

    (ix)           all
      proceeds of the conversion, voluntary or involuntary, of any of the foregoing
      into cash or liquidated claims, including, without limitation, proceeds of
      insurance and condemnation awards (including interest thereon or the right
      to
      receive the same), and all rights of Mortgagor to refunds of real estate taxes
      and assessments.

     

    TO
      HAVE AND TO HOLD
      unto Mortgagee, its successors and assigns forever.

     

    ARTICLE
      I

     

    


     

    COVENANTS
      OF MORTGAGOR

     

    Mortgagor
      covenants
      and agrees as follows:

     

    Section
      1.01.   (a)  Warranty
      of Title; Power and Authority.  Mortgagor
      warrants that it has a good, marketable and insurable title to an indefeasible
      fee estate in the Premises subject to no lien, charge or encumbrance except
      such
      as are listed as exceptions to title in the title policy insuring the lien
      hereof; that it owns the Chattels, all leases and the Rents in respect of the
      Mortgaged Property and all other personal property encumbered hereby free and
      clear of liens and claims; and that this Mortgage is and will remain a valid
      and
      enforceable lien on the Mortgaged Property subject only to the exceptions
      referred to above.  Mortgagor has full power and lawful authority to
      mortgage the Mortgaged Property in the manner and form herein done or intended
      hereafter to be done.  Mortgagor will preserve such title, and will
      forever warrant and defend the same to Mortgagee and will forever warrant and
      defend the validity and priority of the lien hereof against the claims of all
      persons and parties whomsoever.

     

    (b)           Flood
      Hazard Area.  Mortgagor represents that neither the Premises nor
      any part thereof is located in an area identified by the Secretary of the United
      States Department of Housing and Urban Development or by any applicable federal
      agency as having special flood hazards or, if it is, Mortgagor has obtained
      the
      insurance required by Section 1.09.

     

    Section
      1.02.   (a)  Further
      Assurances.  Mortgagor
      will, at its sole cost and expense, do, execute, acknowledge and deliver 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, assigning, transferring
      and confirming unto Mortgagee the property and rights hereby conveyed or
      assigned or intended now or hereafter so to be, or which Mortgagor may be or
      may
      hereafter become bound to convey or assign to Mortgagee, or for carrying out
      the
      intention or facilitating the performance of the terms hereof, or for filing,
      registering or recording this Mortgage and, on demand, will execute and deliver,
      and hereby irrevocably authorizes Mortgagee to execute (including in Mortgagor’s
      name) and/or file, at any time and from time to time, one or more financing
      statements (including amendments), chattel mortgages or comparable security
      instruments, to evidence or perfect more effectively Mortgagee’s security
      interest in and the lien hereof upon the Chattels and other personal property
      encumbered hereby.

     

    (b)           Information
      Reporting and Back-up Withholding.  Mortgagor will, at its sole
      cost and expense, do, execute, acknowledge and deliver all and every such acts,
      information reports, returns and withholding of monies as shall be necessary
      or
      appropriate to comply fully, or to cause full compliance, with all applicable
      information reporting and back-up withholding requirements of the Internal
      Revenue Code of 1986 (including all regulations now or hereafter promulgated
      thereunder) in respect of the Premises and all transactions related to the
      Premises, and will at all times, upon Mortgagee’s request, provide Mortgagee
      with satisfactory evidence of such compliance and notify Mortgagee of the
      information reported in connection with such compliance.

     

    Section
      1.03.   (a)  Filing
      and Recording of Documents.  Mortgagor
      forthwith upon the execution and delivery hereof, and thereafter from time
      to
      time, will cause this Mortgage, the Loan Agreement and any security instrument
      creating a lien or evidencing the lien hereof upon the Chattels and each
      instrument of further assurance to be filed, registered or recorded and
      re-registered, re-recorded or re-filed in such manner 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)           Filing
      and Recording Fees and Other Charges.  Mortgagor will pay all
      filing, registration or recording fees, and all expenses incident to the
      execution and acknowledgment hereof, any mortgage supplemental hereto, any
      security instrument with respect to the Chattels, and any instrument of further
      assurance, and any reasonable expenses (including attorneys’ fees and
      disbursements) incurred by Mortgagee in connection with the Loan, and will
      pay
      all federal, state, county and municipal stamp taxes, mortgage taxes and other
      taxes, duties, imposts, assessments and charges arising out of or in connection
      with the execution and delivery of the Mortgagor Notes, this Mortgage, any
      mortgage supplemental hereto, any security instrument with respect to the
      Chattels or any instrument of further assurance.

     

    Section
      1.04.  Additional
      Debt.  Except
      for the Obligations, Mortgagor shall not without the prior written consent
      of
      the Required Banks incur (or guarantee) any indebtedness (whether personal
      or
      nonrecourse, secured or unsecured) other than (i) customary trade payables
      and
      other unsecured obligations incurred in the ordinary course of business (other
      than borrowings) paid within sixty (60) days after they are due, unless
      contested in good faith, and (ii) personal property equipment leases/fixture
      financing agreements under which Mortgagor’s aggregate maximum liability does
      not exceed $5,000,000.

     

    Section
      1.05.  Type
      of Entity;
      Maintenance of Existence; Compliance with Laws.  Mortgagor
      represents that its correct legal name, jurisdiction of formation/existence
      and
      chief executive office are as set forth on the cover page
      hereof.  Mortgagor’s taxpayer identification number is
      38-3201399.  Mortgagor further represents that it has delivered to
      Mortgagee a current, original certificate issued by the appropriate official
      of
      said jurisdiction evidencing such formation and existence, and agrees that
      it
      will, so long as it is owner of all or part of the Mortgaged Property, do all
      things necessary to preserve and keep in full force and effect its existence,
      franchises, rights and privileges as a business or stock corporation,
      partnership, limited liability company, trust or other entity under the laws
      of
      such jurisdiction.  Mortgagor shall maintain in full force and effect
      all licenses (including a certificate of occupancy), permits and approvals
      needed for lawful operation by Mortgagor of the Mortgaged
      Property.  Mortgagor will not (a) modify or amend such certificate or
      change its legal name or jurisdiction of formation/existence without Mortgagee’s
      prior consent, not to be unreasonably withheld or (b) change the location of
      its
      chief executive office without first giving Mortgagee at least thirty (30)
      days’
prior notice. Mortgagor will duly and timely comply with all laws, regulations,
      rules, statutes, orders and decrees of any governmental authority or court
      applicable to it or to the Mortgaged Property or any part thereof (including,
      without limitation, all environmental laws).

     

    Section
      1.06.  After-Acquired
      Property.  All
      right, title and interest of Mortgagor in and to all extensions, improvements,
      betterments, renewals, substitutes and replacements 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 Premises,
      and
      all conversions of the security 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 hereof
      as
      fully and completely, and with the same effect, as though now owned by Mortgagor
      and specifically 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 assignments thereof as Mortgagee may
      reasonably require for the purpose of expressly and specifically subjecting
      the
      same to the lien hereof.

     

    Section
      1.07.   (a)  Payment
      of Taxes and Other Charges.  Mortgagor,
      from time to time when the same shall become due and payable, prior to
      delinquency or penalty for non-payment, will pay and discharge all taxes of
      every kind and nature (including real and personal property taxes and income,
      franchise, withholding, profits and gross receipts taxes), all general and
      special assessments (which may, to the extent allowed by law, be paid in
      installments), 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 it or the Mortgaged Property or any
      part thereof or upon the revenues, rents, issues, income and profits of the
      Mortgaged Property or arising in respect of the occupancy, use or possession
      thereof.  Mortgagor will, upon Mortgagee’s request, deliver to
      Mortgagee receipts evidencing the payment of all such taxes, assessments,
      levies, fees, rents and other public charges imposed upon or assessed against
      it
      or the Mortgaged Property or any portion thereof.  Should Mortgagor
      default in the payment of any of the foregoing taxes, assessments, water
      charges, sewer rents or other charges, Mortgagee may, but shall not be obligated
      to, pay the same or any part thereof and any amounts so paid shall be secured
      by
      this Mortgage, and Mortgagor shall, on demand, reimburse Mortgagee for all
      amounts so paid.

     

    Following
      the
      occurrence of an Event of Default, Mortgagee may, at its option, to be exercised
      by three (3) business days’ notice to Mortgagor, require the deposit by
      Mortgagor, at the time of each payment of an installment of interest or
      principal under the Mortgagor Notes (but no less often than monthly), of an
      additional amount sufficient to discharge the obligations under this clause
      (a)
      relating to real estate taxes and assessments and any other charges imposed
      upon
      or assessed against the Mortgaged Property or any part thereof when they become
      due.  The determination of the amount so payable and of the fractional
      part thereof to be deposited with Mortgagee, so that the aggregate of such
      deposits shall be sufficient for this purpose, shall be made by Mortgagee in
      its
      sole discretion.  Such amounts shall be held by Mortgagee without
      interest and applied to the payment of the obligations in respect of which
      such
      amounts were deposited or, at Mortgagee’s option, to the payment of said
      obligations in such order or priority as Mortgagee shall determine, on or before
      the respective dates on which the same or any of them would become
      delinquent.  If one (1) month prior to the due date of any of the
      aforementioned obligations, the amounts then on deposit therefor shall be
      insufficient for the payment of such obligation in full, Mortgagor within ten
      (10) days after demand shall deposit the amount of the deficiency with
      Mortgagee.  Nothing herein contained shall be deemed to affect any
      right or remedy of Mortgagee under any provisions hereof or of any statute
      or
      rule of law to pay any such amount and to add the amount so paid, together
      with
      interest at the Default Rate for Base Rate Loans, to the indebtedness hereby
      secured.  Upon Mortgagor’s written request, Mortgagee shall not pay
      any taxes which Mortgagor is contesting as permitted by this Mortgage,
provided that, and only so long as, (i) there is not occurring any
      default under this Mortgage or under any other Loan Document, (ii) Mortgagor
      is
      otherwise complying with the requirements of Section 1.07(c) (it being
      understood that Mortgagee’s agreement not to pay taxes as aforesaid is further
      limited by the provisions of said Section 1.07(c)) and (iii) Mortgagee
      determines, in its sole and absolute discretion, that the lien of this Mortgage
      on the Mortgaged Property would not otherwise be adversely affected
      thereby.

     

    (b)           Payment
      of Mechanics and Materialmen.  Mortgagor will pay, or cause to be
      paid, from time to time when the same shall become due, all lawful claims and
      demands of mechanics, materialmen, laborers, and others which, 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 (or promptly bond off, or cause to be bonded off [or, in the case
      of
      any such liens aggregating less than $500,000, insured over], any such liens)
      and in general will do or cause to be done everything necessary so that the
      lien
      hereof shall be fully preserved, at the cost of Mortgagor and without expense
      to
      Mortgagee.

     

    (c)           Good
      Faith Contests.  Nothing in this Section 1.07 shall require the
      payment or discharge of any obligation imposed upon Mortgagor by this Section
      so
      long as such obligation is the subject of a “Good Faith Contest” (as such quoted
      term is defined in the Loan Agreement); provided, however, that if at any time
      payment of any obligation imposed upon  Mortgagor by clause (a) above
      shall become necessary to prevent the delivery of a tax deed or other instrument
      conveying the Mortgaged Property or any portion thereof because of non-payment,
      then Mortgagor shall pay the same in sufficient time to prevent the delivery
      of
      such tax deed or other instrument.

     

    Section
      1.08.  Taxes
      on
      Mortgagee or the Banks.  Mortgagor
      will pay any taxes (except income, profits, gross revenue, withholding or
      similar taxes) imposed on Mortgagee or any Bank by reason of their interests
      in
      the Mortgagor Notes or this Mortgage.

     

    Section
      1.09.  Insurance.

     

    (a)  Mortgagor
      will at
      all times (unless otherwise indicated) provide, maintain and keep in force
      policies of insurance with respect to the Mortgaged Property in accordance
      with
Exhibit I to the Loan Agreement.

     

    (b)  Mortgagor
      hereby
      assigns to Mortgagee all proceeds of any insurance required to be maintained
      by
      this Section 1.09 which Mortgagor may be entitled to receive for loss or damage
      to the Premises, Improvements or Chattels.  All such insurance
      proceeds shall be payable to Mortgagee, and Mortgagor hereby authorizes and
      directs any affected insurance company to make payment thereof directly to
      Mortgagee.  Mortgagor shall give prompt notice to Mortgagee of any
      casualty in the amount of $100,000 or more, whether or not of a kind required
      to
      be insured against under the policies to be provided by Mortgagor hereunder,
      such notice to generally describe the nature and cause of such casualty and
      the
      extent of the damage or destruction.  Mortgagor may settle, adjust or
      compromise any claims for loss, damage or destruction, regardless of whether
      or
      not there are insurance proceeds available or whether any such insurance
      proceeds are sufficient in amount to fully compensate for such loss or damage,
      subject, in the case of claims in the amount of $2,000,000 or more, to
      Mortgagee’s prior consent, such consent not to be unreasonably withheld or
      delayed.  Notwithstanding the foregoing, Mortgagee shall have the
      right to join Mortgagor in settling, adjusting or compromising any loss of
      $2,000,000 or more.  Proceeds of business interruption or rental loss
      insurance shall be applied by Mortgagee in payment of the interest and principal
      due on the Mortgagor Notes, insurance premiums, taxes, assessments and private
      impositions until such time as the Improvements shall have been restored and
      placed in full operation, at which time, provided there shall exist no default
      hereunder or under the Loan Agreement, the balance of such business interruption
      or rental loss insurance proceeds, if any, held by Mortgagee shall be paid
      over
      to Mortgagor.  Mortgagor hereby authorizes the application or release
      by Mortgagee of any insurance proceeds under any policy of insurance, subject
      to
      the other provisions hereof.  The application or release by Mortgagee
      of any insurance proceeds shall not cure or waive any default or notice of
      default hereunder or invalidate any act done pursuant to such
      notice.

     

    (c)  In
      the event of the
      foreclosure hereof or other transfer of the title to the Mortgaged Property
      in
      extinguishment, in whole or in part, of the Obligations secured hereby, all
      right, title and interest of Mortgagor in and to any insurance policy, or
      premiums or payments in satisfaction of claims or any other rights thereunder
      then in force, shall pass to the purchaser or grantee notwithstanding the amount
      of any bid at such foreclosure sale.  Nothing contained herein shall
      prevent the accrual of interest as provided in the Mortgagor Notes on any
      portion of the principal balance due under the Mortgagor Notes until such time
      as insurance proceeds are actually received and applied to reduce the principal
      balance outstanding.

     

    (d)  Mortgagor
      shall not
      take out separate insurance concurrent in form or contributing in the event
      of
      loss with that required to be maintained under this Section 1.09 unless
      Mortgagee is included thereon as a named insured with loss payable to Mortgagee
      under standard mortgage endorsements of the character and to the extent above
      described.  Mortgagor shall promptly notify Mortgagee whenever any
      such separate insurance is taken out and shall promptly deliver to Mortgagee
      the
      policy or policies of such insurance.

     

    (e)  Any
      and all monies
      received as payment which Mortgagor may be entitled to receive for loss or
      damage to the Premises, Improvements or Chattels under any insurance maintained
      pursuant to this Section 1.09 (other than proceeds under the policies required
      by clause (a)(ii) above) shall be paid over to Mortgagee and, provided no Event
      of Default shall exist and subject to the conditions set forth below, said
      monies (less Mortgagee’s reasonable expenses for collecting and disbursing the
      insurance proceeds, or otherwise incurred in connection therewith) shall be
      applied by Mortgagee to the payment of, or the reimbursement of Mortgagor for,
      the costs and expenses incurred by Mortgagor in the restoration of the
      Improvements on the Premises.  Advances of insurance proceeds shall be
      made to Mortgagor in accordance with Mortgagee’s standard construction lending
      practices, terms and conditions.  Notwithstanding the foregoing, in
      any case where the extent of the damage or destruction is such that the
      insurance proceeds paid in respect thereof are $2,000,000 or less, and provided
      no default shall exist hereunder or under the Loan Agreement, so long as
      Mortgagor shall promptly undertake, and thereafter diligently prosecute to
      completion, such restoration, such proceeds shall be paid directly to Mortgagor,
      to be applied by Mortgagor for expenses incurred in connection with such
      restoration, subject to the last sentence of this Section
      1.09(e).  Insurance proceeds not needed for restoration, or not in
      fact so applied, shall, at the option of the Required Banks, be applied either
      to the prepayment of the Notes and interest accrued and unpaid thereon in such
      order and proportions as the Required Banks shall elect, or shall be paid over
      to Mortgagor.  It is understood that any insurance proceeds (less
      Mortgagee’s reasonable expenses in connection therewith as set forth above)
      received by Mortgagee and not disbursed to Mortgagor due to the existence of
      a
      default hereunder or under the Loan Agreement, and any such insurance proceeds,
      or portions thereof, being held by Mortgagee for periodic disbursement during
      the course of restoration as set forth above, shall be held in an
      interest-bearing account and not applied to the repayment of the Loan unless
      and
      until an Event of Default shall occur hereunder, provided, however, that upon
      such an Event of Default any such proceeds then held by Mortgagee, and any
      interest earned thereon, shall, at the option of the Required Banks, be applied
      by Mortgagee to the outstanding principal of and accrued and unpaid interest
      on
      the Notes in such order and proportions as the Required Banks shall
      elect.  It shall be a condition to any restoration that Mortgagee and
      the Engineering Consultant shall have determined, in their reasonable judgment,
      that the amount of available insurance proceeds is sufficient to restore the
      Premises and Improvements, to the same condition, character and at least equal
      value and general utility as nearly as possible to that existing prior to the
      damage or destruction, no later than (x) in cases where the damage and available
      insurance proceeds are in the amount of $10,000,000 or more, twelve (12) months
      prior to the Maturity Date of the Loan or (y) in cases where the damage and
      available insurance proceeds are in the amount of less than $10,000,000, the
      Maturity Date of the Loan.  In the event such insurance proceeds are
      inadequate for such restoration, Mortgagor shall deposit with Mortgagee an
      amount (the “Casualty Excess Amount”) equal to the excess of the estimated cost
      of restoration, as determined by Mortgagee after consultation with the
      Engineering Consultant, over the amount of such insurance
      proceeds.  Notwithstanding the foregoing, Mortgagee shall accept, in
      lieu of such deposit, an unconditional, irrevocable letter of credit in the
      Casualty Excess Amount issued to Mortgagee by a financial institution, and
      otherwise in form and substance, acceptable to Mortgagee in all
      respects.  If Mortgagor shall not have deposited the Casualty Excess
      Amount with Mortgagee or if Mortgagee shall not have received such letter of
      credit, as the case may be, within thirty (30) days following Mortgagee’s
      receipt of the insurance proceeds, or if restoration work shall not have been
      commenced and the other conditions therefor satisfied by Mortgagor within sixty
      (60) days following Mortgagee’s receipt of the insurance proceeds and,
      thereafter, not diligently pursued in accordance with this Section and all
      legal
      requirements, Mortgagee may apply such insurance proceeds to the prepayment
      of
      the Notes and interest accrued and unpaid thereon and in the Loan Agreement
      in
      such order and proportions as the Required Banks shall elect.  If,
      following restoration in accordance with this Section 1.09(e) there are any
      excess insurance proceeds, such excess insurance proceeds shall, provided there
      exists no default hereunder or under the Loan Agreement, be paid over to
      Mortgagor.

     

    Section
      1.10.  Protective
      Advances by Mortgagee.  If
      Mortgagor shall fail to perform any of the covenants contained herein, Mortgagee
      may, upon five (5) business days’ prior notice (unless, in the good faith
      judgment of Mortgagee, such performance must take place sooner due to an
      emergency or the imminent loss of, or impairment to, any of the security
      otherwise afforded to Mortgagee by this Mortgage, including, without limitation,
      by virtue of the imminent sale or forfeiture of the Mortgaged Property or any
      part thereof, in which events no prior notice shall be required) make advances
      to perform the same on its behalf and all sums so advanced shall be a lien
      upon
      the Mortgaged Property and shall be secured hereby.  Mortgagor will
      repay on demand all sums so advanced on its behalf together with interest
      thereon at the Default Rate for Base Rate Loans.  The provisions of
      this Section shall not prevent any default in the observance of any covenant
      contained herein from constituting an Event of Default.

     

    Section
      1.11.   (a)  Visitation
      and Inspection.  Section
      6.05 of the Loan Agreement grants certain visitation and inspection rights
      to
      Mortgagee and the Banks.  Mortgagor agrees to cooperate with Mortgagee
      and the Banks, and their agents, representatives, attorneys and accountants,
      in
      the exercise of said rights and to facilitate the visitations, inspections
      and
      examinations provided for in said Section.

     

    (b)           Estoppel
      Certificates.  Mortgagor, within three (3) days after request in
      person or within five (5) days after request by mail, will furnish a statement,
      duly acknowledged, whether, to the best of its knowledge, any offsets,
      counterclaims or defenses exist against the Obligations secured
      hereby.

     

    Section
      1.12.  Maintenance
      of
      Premises and Improvements.  Mortgagor
      will not commit any physical waste on the Premises or make any change in the
      use
      of the Premises which will in any way increase any ordinary fire or other hazard
      arising out of construction or operation.  Mortgagor will, at all
      times, maintain, or cause to be maintained, the Improvements and Chattels in
      good operating order and condition and in compliance with the requirements
      of
      any governmental authority having jurisdiction over the Mortgaged Property
      and
      will promptly make, or cause to be made, from time to time, all repairs,
      renewals, replacements, additions and improvements in connection therewith
      which
      are needful or desirable to such end.  The Improvements shall not be
      demolished or (without Mortgagee’s prior consent, not to be unreasonably
      withheld) substantially altered, nor shall any Chattels be removed without
      Mortgagee’s prior consent except where appropriate replacements free of superior
      title, liens and claims are promptly made of value at least equal to the value
      of the removed Chattels.

     

    Section
      1.13.  Condemnation.  Mortgagor,
      promptly upon obtaining knowledge of the institution or pending institution
      of
      any proceedings for the condemnation of the Premises or any portion thereof,
      will notify Mortgagee thereof.  Mortgagee may participate in any such
      proceedings and may be represented therein by counsel of Mortgagee’s
      selection.  Mortgagor from time to time will deliver to Mortgagee all
      instruments requested by it to permit or facilitate such
      participation.  In the event of such condemnation proceedings, the
      award or compensation payable is hereby assigned to and shall be paid to
      Mortgagee.  Mortgagee shall be under no obligation to question the
      amount of any such award or compensation and may accept the same in the amount
      in which the same shall be paid.  The proceeds of any award or
      compensation so received shall, at the option of the Required Banks, either
      be
      applied to the prepayment of the Notes and all interest and other sums accrued
      and unpaid in respect thereof at the rate of interest provided therein and
      in
      the Loan Agreement regardless of the rate of interest payable on the award
      by
      the condemning authority, or be disbursed to Mortgagor from time to time for
      restoration of the Improvements.  Notwithstanding the provisions of
      the immediately preceding sentence, provided no default shall exist hereunder
      or
      under the Loan Agreement and subject to the conditions set forth below, any
      such
      condemnation award proceeds received by Mortgagee (less Mortgagee’s reasonable
      expenses for collecting and disbursing the same, or otherwise incurred in
      connection therewith) shall be applied by Mortgagee to the payment of, or the
      reimbursement of Mortgagor for, the costs and expenses incurred by Mortgagor
      in
      the restoration of the Improvements on the Premises.  Advances of
      condemnation award proceeds shall be made to Mortgagor in accordance with
      Mortgagee’s standard construction lending practices, terms and
      conditions.  Notwithstanding the foregoing, in any case where the
      extent of the condemnation award proceeds paid in respect thereof are $2,000,000
      or less, and provided no default shall exist hereunder or under the Loan
      Agreement, so long as Mortgagor shall promptly undertake, and thereafter
      diligently prosecute to completion, such restoration, such proceeds shall be
      paid directly to Mortgagor, to be applied by Mortgagor for expenses incurred
      in
      connection with such restoration.  Condemnation award proceeds not
      required for restoration, or not in fact so applied, shall, at the option of
      the
      Required Banks, be applied either to the prepayment of the Notes and interest
      accrued and unpaid thereon (at the rate of interest provided therein and in
      the
      Loan Agreement regardless of the rate of interest payable on the award by the
      condemning authority) in such order and proportions as the Required Banks shall
      elect, or shall be paid over to Mortgagor.  It is understood that any
      condemnation award proceeds (less Mortgagee’s reasonable expenses in connection
      therewith as set forth above) received by Mortgagee and not disbursed to
      Mortgagor due to the existence of a default hereunder or under the Loan
      Agreement, and any such condemnation award proceeds, or portions thereof, being
      held by Mortgagee for periodic disbursement during the course of restoration
      as
      set forth above, shall be held by Mortgagee in an interest-bearing account
      and
      not applied to the repayment of the Loan unless and until an Event of Default
      shall occur hereunder, provided, however, that upon such an Event
      of Default any such proceeds then held by Mortgagee, and any interest earned
      thereon, shall, at the option of the Required Banks, be applied by Mortgagee
      to
      the outstanding principal of and accrued and unpaid interest on the Notes in
      such order and proportions as the Required Banks shall elect.  It
      shall be a condition to any restoration that Mortgagee and the Engineering
      Consultant shall have determined, in their reasonable judgment, that the amount
      of available condemnation award proceeds are sufficient to restore the Premises
      and Improvements, to the same condition, character and at least equal value
      and
      general utility as nearly as possible to that existing prior to the
      condemnation, no later than (x) in cases where the taking and available
      condemnation award proceeds are in the amount of $10,000,000 or more, twelve
      (12) months prior to the Maturity Date of the Loan or (y) in cases where the
      taking and available condemnation award proceeds are in the amount of less
      than
      $10,000,000, the Maturity Date of the Loan.  In the event such
      condemnation award proceeds are inadequate for such restoration, Mortgagor
      shall
      deposit with Mortgagee an amount (the “Condemnation Excess Amount”) equal to the
      excess of the estimated cost of restoration, as determined by Mortgagee, over
      the amount of such condemnation award proceeds.  Notwithstanding the
      foregoing, Mortgagee shall accept, in lieu of such deposit, an unconditional,
      irrevocable letter of credit in the Condemnation Excess Amount issued to
      Mortgagee by a financial institution, and otherwise in form and substance,
      acceptable to Mortgagee in all respects.  If Mortgagor shall not have
      deposited the Condemnation Excess Amount with Mortgagee or if Mortgagee shall
      not have received such letter of credit, as the case may be, within thirty
      (30)
      days following Mortgagee’s receipt of the condemnation award proceeds, or if
      restoration work shall not have been commenced and the other conditions therefor
      satisfied by Mortgagor within sixty (60) days following Mortgagee’s receipt of
      the condemnation award proceeds and, thereafter, not diligently pursued in
      accordance with this Section and all legal requirements, Mortgagee may apply
      such condemnation award proceeds to the prepayment of the Notes and interest
      accrued and unpaid thereon (at the rate of interest provided therein and in
      the
      Loan Agreement regardless of the rate of interest payable on the award by the
      condemning authority) in such order and proportions as the Required Banks shall
      elect.  If, following restoration in accordance with this Section
      1.13, there are any excess condemnation award proceeds, such excess proceeds
      shall, provided there exists no default hereunder or under the Loan Agreement,
      be paid over to Mortgagor.

     

    Section
      1.14.  Leases

     

    (a)  Mortgagor
      will not
      (i) execute an assignment of the rents or any part thereof from the Premises
      without Mortgagee’s prior consent, (ii) modify, terminate or consent to the
      cancellation or surrender of any lease of the Premises or of any part thereof,
      now existing or hereafter to be made, in a manner which is not commercially
      reasonable, (iii) accept prepayments of any installments of rents in excess
      of
      one (1) month’s rent to become due under such leases, except prepayments in the
      nature of security for the performance of the lessees thereunder and lease
      cancellation or buy-out fees in connection with a permitted cancellation, (iv)
      modify, release or terminate any guaranties of any such lease in a manner which
      is not commercially reasonable or (v) in any manner impair the value of the
      Mortgaged Property as a whole or the security hereof.  In addition,
      Mortgagor will comply with the leasing requirements set forth in Section 6.10
      of
      the Loan Agreement.

     

    (b)  Mortgagor
      will not
      execute any lease of all or a substantial portion of the Premises except for
      actual occupancy by the lessee thereunder, and will at all times promptly and
      faithfully perform, or cause to be performed, in a commercially reasonable
      manner, all of the covenants, conditions and agreements contained in all leases
      of the Premises or portions thereof now or hereafter existing, on the part
      of
      the lessor thereunder to be kept and performed and will at all times use
      commercially reasonable efforts to compel performance by the lessee under each
      lease of all obligations, covenants and agreements by such lessee to be
      performed thereunder.  If any of such leases provide for the giving by
      the lessee of certificates with respect to the status of such leases, Mortgagor
      shall exercise its right to request such certificates within five (5) days
      of
      any demand therefor by Mortgagee and shall deliver copies thereof to Mortgagee
      promptly upon receipt.

     

    (c)  Each
      lease of the
      Premises, or of any part thereof, entered into after the date hereof shall
      provide that, in the event of the enforcement by Mortgagee of the remedies
      provided for hereby or by law, the lessee thereunder will, upon request 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 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 its obligations
      under said lease.  Each lease shall also provide that, upon request by
      said successor in interest, such lessee shall execute and deliver an instrument
      or instruments confirming such attornment.

     

    (d)  Mortgagor
      shall
      apply tenant security deposits only in accordance with the applicable
      Leases.  Mortgagor shall, promptly upon Mortgagee’s request following
      an Event of Default, deposit all tenant security deposits in respect of the
      Premises into an account with Mortgagee or as designated by Mortgagee, which
      deposits shall be held and disbursed to tenants as required under the terms
      of
      their respective leases.  If an Event of Default exists, Mortgagor
      shall be deemed to be holding all tenant security deposits in trust for the
      benefit of Mortgagee, subject to the rights of tenants in such security
      deposits.

     

    Section
      1.15.  Premises
      Documents.  Mortgagor
      shall (a) use reasonable efforts to cause the due compliance and faithful
      performance by the other parties to the Premises Documents with and of all
      material obligations and agreements by such other parties to be complied with
      and performed thereunder, (b) comply with and perform all of its material
      obligations and agreements under the Premises Documents and (c) deliver promptly
      to Mortgagee copies of any notices which it gives or receives under the REA
      or
      any of the other Premises Documents which Mortgagee has notified Mortgagor
      that
      it considers material.

     

    Section
      1.16.  Lien
      Laws.  Mortgagor
      will indemnify and hold Mortgagee and the Banks harmless against any loss or
      liability, cost or expense, including, without limitation, any judgments,
      attorney’s fees, costs of appeal bonds and printing costs, arising out of or
      relating to any proceeding instituted by any claimant alleging a violation
      by
      Mortgagor of any applicable lien law.

     

    Section
      1.17.  Non-Disturbance
      and Attornment Agreements.  Subject
      to the conditions specified in the next paragraph of this Section, Mortgagee
      will, upon Mortgagor’s request, execute non-disturbance, attornment and
      subordination agreements, in Mortgagee’s then standard form (with modifications
      reasonably satisfactory to Mortgagee), with lessees of space in the Improvements
      which shall provide, interalia, that in the event Mortgagee or any
      purchaser at foreclosure shall succeed to Mortgagor’s interest in the Premises,
      the leases of such lessees will remain in full force and effect and be binding
      upon Mortgagee or such purchaser and such lessee as though each were the
      original parties thereto.  In that regard, Mortgagee reserves the
      right to waive the priority of this Mortgage as to any lease otherwise
      subordinate to this Mortgage by recording a declaration of subordination in
      the
      public records at any time prior to a sale on foreclosure of this
      Mortgage.

     

    Mortgagee’s
      obligation to execute such agreements shall be subject to the following
      conditions:  (i) the credit of the lessee and the terms of the lease
      shall be satisfactory to Mortgagee, (ii) Mortgagee shall have received and
      approved the standard form of lease to be used in connection with the leasing
      of
      the Improvements, (iii) upon each request for such an agreement, Mortgagee
      shall
      receive a photocopy of the executed lease, certified to be true and complete
      by
      the responsible officer of Mortgagor or by its counsel and (iv) Mortgagee shall
      receive a letter, in the form specified in the Loan Agreement, signed by
      Mortgagor and addressed to the lessee, to be forwarded to the lessee by
      Mortgagee, giving notice of the assignment of each lease provided for
      herein.

     

    Section
      1.18.  Covenant
      Against
      Transfers.  Mortgagor
      shall not transfer (or suffer or permit the transfer), in any manner, either
      voluntarily or involuntarily, by operation of law or otherwise, all or any
      portion of the Mortgaged Property, or any interest or rights therein (including
      air or development rights) without, in any such case, the prior written consent
      of the Required Banks.  As used in this clause, “transfer” shall
      include, without limitation, (i) any sale, assignment, lease or conveyance
      except leases for occupancy subordinate hereto and to all advances made and
      to
      be made hereunder or under the Loan Agreement and (ii) any sale, conveyance,
      pledge, transfer or other disposition, directly or indirectly, of beneficial
      interests in Mortgagor.  Notwithstanding the foregoing provisions of
      this Section 1.18, consent shall not be required for direct or indirect sales,
      conveyances, pledges, transfers or other dispositions of beneficial interests
      in
      TRG.

     

    Section
      1.19.  Property
      Management.  Mortgagor
      shall cause the Mortgaged Property to be managed at all times by TRG or a
      management affiliate of TRG.

     

    ARTICLE
      II

     

    


     

    EVENTS
      OF
      DEFAULT AND REMEDIES

     

    Section
      2.01.  Events
      of
      Default and Certain Remedies.  If
      one
      or more of the following Events of Default shall happen, that is to
      say:

     

    (a)  if
      an “Event of
      Default” shall occur under the Loan Agreement (as such quoted term is defined
      therein); or

     

    (b)  if
      default shall be
      made in the payment of any tax or other charge required by Section 1.07 to
      be
      paid and said default shall have continued for a period of twenty (20) days;
      or

     

    (c)  if
      it shall be
      illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08
      or
      if the payment of such tax by Mortgagor or Borrowers would result in the
      violation of applicable usury laws; or

     

    (d)  if
      there shall
      occur a default which is not cured within the applicable grace period, if any,
      under any mortgage, deed of trust or other security instrument covering all
      or
      part of the Mortgaged Property regardless of whether any such mortgage, deed
      of
      trust or other security instrument is prior or subordinate hereto; it being
      further agreed by Mortgagor that an Event of Default hereunder shall constitute
      an Event of Default under any such mortgage, deed of trust or other security
      instrument held by Mortgagee; or

     

    (e)  if
      there shall
      occur a material default by Mortgagor which is not cured within the applicable
      grace period, if any, under the REA or under any other Premises Document which
      Mortgagee has notified Mortgagor that it considers material; or if the REA
      or
      any other Premises Document which Mortgagee has notified Mortgagor that it
      considers material is amended, modified,  supplemented or terminated
      (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior
      consent; or

     

    (f)  if
      Mortgagor shall
      transfer (or suffer or permit the transfer), in any manner, either voluntarily
      or involuntarily, by operation of law or otherwise, all or any portion of the
      Mortgaged Property, or any interest or rights therein (including air or
      development rights) without, in any such case, the prior written consent of
      the
      Required Banks.  As used in this clause, “transfer” shall include,
      without limitation, (i) any sale, assignment, lease or conveyance except leases
      for occupancy subordinate hereto and to all advances made and to be made
      hereunder or under the Loan Agreement and (ii) any sale, conveyance, pledge,
      transfer or other disposition, directly or indirectly, of beneficial interests
      in Mortgagor.  Notwithstanding the foregoing provisions of this clause
      (f), consent shall not be required for direct or indirect sales, conveyances,
      pledges, transfers or other dispositions of beneficial interests in TRG;
      or

     

    (g)  if
      Mortgagor or TRG
      shall encumber, or agree (other than an agreement conditioned on full repayment
      and termination of the Loan or on Mortgagee’s consent) to encumber, in any
      manner, either voluntarily or involuntarily, by operation of law or otherwise,
      all or any portion of the Mortgaged Property, or any interest or rights therein,
      including air or development rights (other than the granting of leases in
      accordance with the provisions hereof and of the Loan Agreement and the granting
      of easements designed to service the Premises) without, in any such case, the
      prior written consent of the Required Banks.  As used in this clause,
“encumber” shall include, without limitation, the placing or permitting the
      placing of any mortgage, deed of trust, assignment of rents or other security
      device.  (The Required Banks may grant or deny their consent under
      this clause (g) and the immediately preceding clause (f) in their sole
      discretion and, if consent should be given, any such transfer or encumbrance
      shall be subject hereto and to any other documents which evidence or secure
      the
      Loan; and consent to one such transfer or encumbrance shall not be deemed to
      be
      a waiver of the right to require consent to future or successive transfers
      or
      encumbrances.)  Notwithstanding the foregoing, Mortgagor will be
      permitted to enter into personal property equipment/fixtures financing
      agreements without consent, provided that said financings do not exceed
      $5,000,000 outstanding in the aggregate at any one time;

     

    then
      and in every
      such case:

     

    I.           During
      the continuance of any such Event of Default,  Mortgagee, by notice to
      Mortgagor and Borrowers, may declare the entire principal of the Notes then
      outstanding (if not then due and payable), and all accrued and unpaid interest
      and other sums in respect thereof, to be due and payable immediately, and upon
      any such declaration the principal of the Mortgagor Notes and said accrued
      and
      unpaid interest and other sums shall become and be immediately due and payable,
      anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement
      to
      the contrary notwithstanding.

     

    II.           During
      the continuance of any such Event of Default,  Mortgagee personally,
      or by its agents or attorneys, may enter into and upon all or any part of the
      Premises, and each and every part thereof, and is hereby given a right and
      license and appointed  Mortgagor’s attorney-in-fact and exclusive
      agent to do so, and may exclude Mortgagor, its agents and servants wholly
      therefrom; and having and holding the same, may use, operate, manage and control
      the Premises 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 the Mortgaged Property, from
      time
      to time, either by purchase, repairs or construction, may maintain and restore
      the Mortgaged Property, whereof it shall become possessed as aforesaid; and
      likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee
      may make all necessary or proper repairs, renewals and replacements and such
      useful alterations, additions, betterments and improvements thereto and thereon
      as to it may seem advisable; and in every such case Mortgagee shall have the
      right to manage and operate the Mortgaged 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 deem best; and
      Mortgagee shall be entitled to collect and receive the Rents and every part
      thereof, 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 Premises directly from the lessees thereunder upon notice
      to
      each such lessee 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 hereby covenants 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’s statement of default and notwithstanding notices from
      Mortgagor, Borrowers or any other person or entity 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 the lessee’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 Mortgagee and for all attorneys, counsel, agents, clerks,
      servants and other employees by it engaged and employed, Mortgagee shall apply
      the moneys arising as aforesaid, first, to the payment of the principal
      of the Mortgagor Notes and the interest thereon, when and as the same shall
      become payable and in such order and proportions as Mortgagee shall elect and
      second, to the payment of any other sums required to be paid by Mortgagor
      or Borrowers hereunder or under the Loan Agreement or Guaranty.

     

    III.           Mortgagee,
      with or without entry, personally or by its agents or attorneys, insofar as
      applicable, may:

     

    (1)           sell
      the Mortgaged Property to the extent permitted and pursuant to the procedures
      provided by law (the power of sale to sell at public auction in accordance
      with
      MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101
et seq. being hereby expressly granted by Mortgagor to Mortgagee),
      and all estate, right, title and interest, claim and demand therein, and right
      of redemption thereof, at one (1) or more sales as an entity or in parcels
      or
      parts, and at such time and place upon such terms and after such notice thereof
      as may be required or permitted by law; or

     

    (2)           institute
      proceedings for the complete or partial foreclosure hereof; or

     

    (3)           take
      such steps to protect and enforce its rights whether by action, suit or
      proceeding in equity or at law for the specific performance of any covenant,
      condition or agreement in the Mortgagor Notes, the Loan Agreement, Guaranty
      or
      herein, or in aid of the execution of any power herein granted, or for any
      foreclosure hereunder, or for the enforcement of any other appropriate legal
      or
      equitable remedy or otherwise as Mortgagee shall elect.

     

    THIS
      MORTGAGE
      CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY
      ADVERTISEMENT.  IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE
      MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE
      ONLY
      NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER
      AND TO POST A COPY OF THE NOTICE ON THE PREMISES.   MORTGAGOR
      HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH
      THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION
      WITH
      THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS
      EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY
      ADVERTISEMENT.

     

    Section
      2.02.  Other
      Matters
      Concerning Sales.

     

    (a)  Mortgagee
      may
      adjourn from time to time any sale by it to be made hereunder or by virtue
      hereof by announcement at the time 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 the same 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 instruments conveying, assigning and transferring all estate, right, title
      and interest in and to the property and rights sold.  Mortgagee is
      hereby appointed the true and lawful attorney irrevocable of Mortgagor, in
      its
      name and stead, to make 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, and may substitute one or more persons with like power, Mortgagor
      hereby ratifying and confirming all that its said attorney or such substitute
      or
      substitutes shall lawfully do by virtue hereof.  Nevertheless,
      Mortgagor, if requested by Mortgagee, shall ratify and confirm any such sale
      or
      sales by executing and delivering to Mortgagee or to such purchaser or
      purchasers all such instruments as may be advisable, in the judgment of
      Mortgagee, for the purpose, and as may be designated in such
      request.  Any such sale or sales made under or by virtue of this
      Article II, whether made under the power of sale herein granted or 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 under
      Mortgagor.

     

    (c)  In
      the event of any
      sale or sales made under or by virtue of this Article II (whether made under
      the
      power of sale herein granted or under or by virtue of judicial proceedings
      or of
      a judgment or decree of foreclosure and sale), the entire principal of, and
      interest and other sums on, the Mortgagor Notes, if not previously due and
      payable, and all other sums required to be paid by Mortgagor pursuant hereto,
      to
      the Loan Agreement, or the Guaranty, immediately thereupon shall, anything
      in
      any of said documents to the contrary notwithstanding, become due and
      payable.

     

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

     

    First:  To
      the payment of the costs and expenses of such sale, including reasonable
      compensation to Mortgagee, its agents and counsel, and of any judicial
      proceedings wherein the same may be made, and of all expenses, liabilities
      and
      advances made or incurred by Mortgagee hereunder, together with interest at
      the
      Default Rate for Base Rate Loans on all advances made by Mortgagee, and of
      all
      taxes, assessments or other charges, except any taxes, assessments or other
      charges subject to which the Mortgaged Property shall have been
      sold.

     

    Second:  To
      the payment of the whole amount then due, owing or unpaid upon the Mortgagor
      Notes for principal and interest, with interest on the unpaid principal at
      the
      Default Rate from and after the happening of any Event of Default, in such
      order
      and amounts as Mortgagee may elect.

     

    Third:  To
      the payment of any other sums required to be paid by Mortgagor pursuant to
      any
      provision hereof or of the Mortgagor Notes, the Loan Agreement, the Guaranty
      or
      any other document executed or delivered to Mortgagee or the Banks in connection
      with the Loan, including all expenses, liabilities and advances made or incurred
      by Mortgagee hereunder or in connection with the enforcement hereof, together
      with interest at the Default Rate for Base Rate Loans on all such
      advances.

     

    Fourth:  To
      the payment of the surplus, if any, to whomsoever may be lawfully entitled
      to
      receive the same.

     

    (e)  Upon
      any sale or
      sales made under or by virtue of this Article II, whether made under the power
      of sale herein granted or under or by virtue of judicial proceedings or of
      a
      judgment or decree of foreclosure and 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 by crediting upon the indebtedness
      secured hereby 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 hereunder.

     

    Section
      2.03.  Payment
      of
      Amounts Due

     

    (a)  In
      case an Event of
      Default shall have happened and be continuing, then, upon demand of Mortgagee,
      Mortgagor will pay, or cause to be paid, to Mortgagee the whole amount which
      then shall have become due and payable on the Mortgagor Notes or Guaranty,
      for
      principal or interest or both, as the case may be, and after the happening
      of
      said Event of Default will also pay, or cause to be paid, to Mortgagee interest
      at the Default Rate on the then unpaid principal of the Mortgagor Notes, and
      the
      sums required to be paid by Mortgagor pursuant to any provision hereof or of
      the
      Loan Agreement or Guaranty, and in addition thereto such further amount as
      shall
      be sufficient to cover 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 to pay all 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 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 decree against 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, after or during the
      pendency of any proceedings for the enforcement of the provisions hereof; 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 hereof, or the foreclosure of the lien
      hereof; and in the event of a sale of the Mortgaged Property, and of the
      application of the proceeds of sale, as herein provided, to the payment of
      the
      debt hereby secured, Mortgagee shall be entitled to enforce payment of, and
      to
      receive all amounts then remaining due and unpaid upon, the Mortgagor Notes,
      and
      to enforce payment of all other charges, payments and costs due hereunder,
      under
      the Guaranty, Loan Agreement or otherwise in respect of the Loan, and shall
      be
      entitled to recover judgment for any portion of the debt remaining unpaid,
      with
      interest at the Default Rate.  In case of proceedings against
      Mortgagor or a Borrower in insolvency or bankruptcy or any proceedings for
      its
      reorganization or involving the liquidation of its assets, then Mortgagee shall
      be entitled to prove the whole amount of principal, interest and other sums
      due
      upon the Mortgagor Notes to the full amount thereof, and all other payments,
      charges and costs due hereunder, under the Guaranty, Loan Agreement or otherwise
      in respect of the Loan, without deducting therefrom any proceeds obtained from
      the sale of 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 from
      the
      aggregate amount of the proceeds of the sale of the Mortgaged Property and
      the
      distribution from the estates of Mortgagor and Borrowers.

     

    (c)  No
      recovery of any
      judgment by Mortgagee and no levy of an execution under any judgment upon the
      Mortgaged Property or upon any other property of Mortgagor or Borrowers shall
      affect in any manner or to any extent, the lien hereof upon the Mortgaged
      Property or any part thereof, or 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 by Mortgagee
      in
      accordance with the provisions of clause (d) of Section 2.02.

     

    Section
      2.04.  Actions;
      Receivers.  After
      the happening of any Event of Default and immediately upon the commencement
      of
      any action, suit or other legal proceedings by Mortgagee to obtain judgment
      for
      the principal of, or interest on, the Mortgagor Notes and other sums required
      to
      be paid by Mortgagor pursuant to any provision hereof or of the Guaranty, Loan
      Agreement, or of any other nature in aid of the enforcement of the Mortgagor
      Notes or hereof or of the Loan Agreement or Guaranty, Mortgagor will (a) waive
      the issuance and service of process and enter its voluntary appearance in such
      action, suit or proceeding and (b) if required by Mortgagee, consent to the
      appointment of a receiver or receivers of all or part of the Mortgaged Property
      and of any or all of the Rents in respect thereof.  During the
      existence of any Event of Default, 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 indebtedness
      secured hereby, forthwith either before or after declaring the unpaid principal
      of the Mortgagor Notes to be due and payable, to the appointment of such a
      receiver or receivers. Such appointment may be made either before or after
      any
      foreclosure sale without regard to the solvency or insolvency of Mortgagor
      at
      the time of application for such receiver and without regard to the then value
      of the Premises or whether the same shall be then occupied as a homestead or
      not
      and Mortgagee may be appointed as such receiver.  Such receiver shall
      have (i) power to collect the Rents and, in case of a foreclosure sale and
      a
      deficiency, during the full statutory period of redemption, whether there be
      redemption or not, as well as during any further times when Mortgagor, except
      for the intervention of such receiver, would be entitled to collect such Rents,
      (ii) power to extend or modify any then existing leases and to make new leases,
      which extensions, modifications and new leases may provide for terms to expire,
      or for options to lessees to extend or renew terms to expire, beyond the
      maturity date of the indebtedness secured hereby and beyond the date of the
      issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale,
      it being understood and agreed that any such leases, and the options or other
      such provisions to be contained therein, shall be binding upon Mortgagor and
      all
      persons whose interest in the Mortgaged Property are subject to the lien hereof
      and upon the purchaser or purchasers at any foreclosure sale, notwithstanding
      any redemption from sale, discharge of the indebtedness secured hereby,
      satisfaction of any foreclosure decree, or issuance of any certificate of sale
      or deed to any purchaser and (iii) all other powers which may be necessary
      or
      are usual in such cases for the protection, possession, control, management
      and
      operation of the Mortgaged Property during the whole of said
      period.  The court from time to time may authorize the receiver to
      apply the net income in his hands in payment, in whole or in part, of (x) the
      indebtedness secured hereby, or by any decree foreclosing this Mortgage, or
      any
      tax, special assessment or other lien which may be or become superior to the
      lien hereof or of such decree, provided such application is made prior to
      foreclosure sale and (y) the deficiency in case of a foreclosure sale and
      deficiency.

     

    In
      connection with
      the foregoing it is understood and agreed that Mortgagor’s failure to pay taxes
      and/or assessments against the Premises, or any installment thereof, or any
      insurance premiums upon the policies required by this Mortgage, shall constitute
      waste as provided by Act 236 of the Public Acts of 1961 of Michigan (Revised
      Judicature Act), Section 600.2927; and Mortgagor agrees to and
      hereby  consents to the appointment of a receiver under said statute
      should Mortgagee elect to resort to its remedies thereunder.

     

    Section
      2.05.  Mortgagee’s
      Right to Possession.  Notwithstanding
      the appointment of any 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 hereunder.

     

    Section
      2.06.  Remedies
      Cumulative.  No
      remedy herein conferred upon or reserved to Mortgagee is intended to be
      exclusive of any other remedy or remedies, and each 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, in equity or by statute.  No delay
      or omission of  Mortgagee to exercise any right or power accruing upon
      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 hereby to Mortgagee may be exercised from time
      to
      time as often as may be deemed expedient by Mortgagee.  Nothing herein
      or in the Mortgagor Notes, the Loan Agreement or Guaranty shall affect the
      obligation of Borrowers to pay the principal of, and interest and other sums
      on,
      the Mortgagor Notes, the Loan Agreement and the Guaranty in the manner and
      at
      the time and place therein respectively expressed.

     

    Section
      2.07.  Moratorium
      Laws;
      Right of Redemption.  Mortgagor
      will not at any time insist upon, or plead, or in any manner whatever claim
      or
      take any benefit or advantage of any 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 hereof, 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 made pursuant 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 the property 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 to
      suffer 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 marshaled upon any foreclosure hereof. Mortgagor hereby
      waives any and all rights of redemption from sale under any order or decree
      of
      foreclosure of this Mortgage on behalf of Mortgagor and all persons beneficially
      interested therein, and each and every person except decree or judgment
      creditors of Mortgagor in its representative capacity acquiring any interest
      in
      or title to the Premises subsequent to the date of this Mortgage.

     

    Section
      2.08.  Mortgagor’s
      Use
      and Occupancy after Default.  During
      the continuance of any Event of Default and pending the exercise by Mortgagee
      of
      its right to exclude Mortgagor from all or any part of the Premises, Mortgagor
      agrees to pay the fair and reasonable rental value for the use and occupancy
      of
      the Premises or any portion thereof which are in its, Mortgagor’s or any of
      their respective affiliates’ possession for such period and, upon default of any
      such payment, will vacate and surrender possession of the Premises 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 premises for non-payment
      of rent, however designated.

     

    Section
      2.09.  Mortgagee’s
      Rights Concerning Application of Amounts Collected.  Notwithstanding
      anything to the contrary contained herein, upon the occurrence of an Event
      of
      Default, Mortgagee may apply, to the extent permitted by law, any amount
      collected hereunder to principal, interest or any other sum due under the
      Mortgagor Notes or the Loan Agreement or Guaranty or otherwise in respect of
      the
      Loan in such order and amounts, and to such Obligations, as the Required Banks
      shall elect in their sole and absolute discretion.

     

    Section
      2.10.  Regarding
      Defenses.  No
      action for the enforcement of the lien or any provision hereof shall be subject
      to any defense which would not be good and available to the party interposing
      the same in an action at law upon the Mortgagor Notes.

     

    Section
      2.11.  Expenses
      as
      Indebtedness.  In
      any
      suit to foreclose the lien hereof (including any partial foreclosure) or to
      enforce any other remedy of Mortgagee or the Banks under this Mortgage or the
      Mortgagor Notes or other Loan documents or otherwise in respect of the Loan,
      there shall be allowed and included as additional indebtedness in the decree
      for
      sale or other judgment or decree all expenditures and expenses which may be
      paid
      or incurred by or on behalf of Mortgagee or the Banks for attorneys’ fees,
      appraiser’s fees, outlays for documentary and expert evidence, stenographer’s
      charges, publication costs, and costs (which may be estimated as to items to
      be
      expended after entry of the decree) of procuring all such abstracts of title,
      title searches and examinations, title insurance policies, Torrens certificates,
      and similar data and assurances with respect to title and value as Mortgagee
      or
      the Banks may deem reasonably necessary either to prosecute such suit or to
      evidence to bidders at any sale which may be had pursuant to such decree the
      true condition of the title to or the value of the Premises.

     

    Section
      2.12.  Right
      to Deem
      All of Property as Real Estate.  In
      any
      sale of the Mortgaged Property made pursuant to this Mortgage, Mortgagee, to
      the
      extent permitted by applicable law, may elect to deem all of the Mortgaged
      Property to be real property for purposes thereof.

     

    ARTICLE
      III

     

    


     

    MISCELLANEOUS

     

    Section
      3.01.  Assignment
      of
      Leases and Rents.  This
      Mortgage constitutes a present, absolute, unconditional and irrevocable
      assignment of all leases now or hereafter existing and of all of the Rents
      now
      or hereafter  accruing, and Mortgagor, without limiting the generality
      of the Granting Clause hereof, specifically hereby presently, absolutely,
      unconditionally and irrevocably assigns all leases now or hereafter existing
      and
      all of the Rents now or hereafter accruing to Mortgagee.  The
      aforesaid assignment shall be effective immediately upon the execution hereof
      and is not conditioned upon the occurrence of any Event of Default hereunder
      or
      any other contingency or event, provided, however, that Mortgagee
      hereby grants to Mortgagor the right and license to collect and receive the
      Rents as they become due, and not in advance, so long as no Event of Default
      exists hereunder.  Immediately upon the occurrence of any such Event
      of Default, the foregoing right and license shall be automatically terminated
      and of no further force or effect.  Nothing contained in this Section
      or elsewhere herein shall be construed to make Mortgagee a mortgagee in
      possession unless and until Mortgagee actually takes possession of the Mortgaged
      Property, nor to obligate Mortgagee to take any action or incur any expense
      or
      discharge any duty or liability under or in respect of any leases or other
      agreements relating to the Mortgaged Property or any part
      thereof.  The foregoing provisions of this Section and Mortgagee’s
      rights under this Mortgage generally, including, without limitation, under
      clause (v) of the Granting Clause, are in addition to and not in lieu of
      Mortgagee’s rights and benefits under Act 210 of the Public Acts of Michigan of
      1953, as amended, and under Act 228 of the Public Acts of Michigan of 1925,
      as
      amended.  In the event of a sale on foreclosure which shall result in
      a deficiency, this assignment of leases and rents shall stand as security during
      any redemption period for the payment of such deficiency.  This
      assignment set forth herein shall include, without limitation an assignment
      by
      Mortgagor to Mortgagee of the right, after an Event of Default, to receive
      and
      apply the rents, issues, profits, license fees, revenues, charges, accounts
      and
      general intangibles arising from the Mortgaged Property located in the State
      of
      Michigan, or relating to any business conducted by the Mortgagor thereon, under
      present or future leases, which are hereby specifically assigned and transferred
      to the Mortgagor.  Mortgagee shall be entitled to all the rights and
      remedies conferred by MCLA 554.231, et. seq., MCLA 554.211, et. seq. to the
      extent applicable, and MCLA 554.81, et. seq. Upon the occurrence of an Event
      of
      Default and without any action by Mortgagee, Mortgagor shall have no further
      right to collect or otherwise receive such Rents, which will be the absolute
      and
      sole property of Lender pursuant to those statutes.  MORTGAGOR HEREBY
      WAIVES ANY RIGHT TO NOTICE OF ASSIGNMENT OF RENTS, OTHER THAN SUCH NOTICE AS
      MAY
      OTHERWISE BE REQUIRED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR SUCH NOTICE
      AS MAY BE PROVIDED IN ACT 210 OF THE PUBLIC ACTS OF MICHIGAN OF 1953 AND ACT
      66
      OF THE PUBLIC ACTS OF MICHIGAN OF 1956, EACH AS AMENDED OR SUPERSEDED, AND
      WAIVES ANY RIGHT TO ANY HEARING, JUDICIAL OR OTHERWISE, PRIOR TO MORTGAGEE’S
      EXERCISE OF ITS RIGHTS UNDER THIS MORTGAGE AND/OR THE ASSIGNMENT WITH RESPECT
      TO
      THE ASSIGNMENT OF RENTS GRANTED TO MORTGAGEE HEREUNDER OR UNDER THE SEPARATE
      ASSIGNMENT OF RENTS AND LEASES GRANTED TO MORTGAGEE IN CONNECTION WITH THIS
      MORTGAGE.

     

    Section
      3.02.  Security
      Agreement.  This
      Mortgage constitutes a security agreement under the applicable Uniform
      Commercial Code with respect to the Chattels and such other of the Mortgaged
      Property which is personal property. Mortgagor agrees that it will not terminate
      or amend any financing statements filed in connection with the Loan without
      Mortgagee’s prior consent. In addition to the rights and remedies granted to
      Mortgagee by other applicable law or hereby, Mortgagee shall have all of the
      rights and remedies with respect to the Chattels and such other personal
      property as are granted to a secured party under the applicable Uniform
      Commercial Code.  Upon Mortgagee’s request, Mortgagor shall promptly
      and at its expense assemble the Chattels and such other personal property and
      make the same available to Mortgagee at a convenient place acceptable to
      Mortgagee.  Mortgagor shall pay to Mortgagee on demand, with interest
      at the Default Rate for Base Rate Loans, any and all expenses, including
      attorneys’ fees, incurred by Mortgagee in protecting its interest in the
      Chattels and such other personal property and in enforcing its rights with
      respect thereto.  Any notice of sale, disposition or other intended
      action by Mortgagee with respect to the Chattels and such other personal
      property sent to Mortgagor in accordance with the provisions hereof at least
      five (5) days prior to such action shall constitute reasonable notice to
      Mortgagor.  The proceeds of any such sale or disposition, or any part
      thereof, may be applied by Mortgagee to the payment of the indebtedness secured
      hereby in such order and proportions as Mortgagee in its discretion shall deem
      appropriate.  This Mortgage shall be effective as a financing
      statement filed as a fixture filing with respect to all fixtures included within
      the Mortgaged Property and is to be filed for record in the real estate records
      of each county where any part of the Mortgaged Property (including such
      fixtures) is situated.  This Mortgage shall also be effective as a
      financing statement with respect to any other Mortgaged Property as to which
      a
      security interest may be perfected by the filing of a financing statement and
      may be filed as such in any appropriate filing or recording
      office.  The respective mailing addresses of Mortgagor and Mortgagee
      are set forth on the first page of this Mortgage.  A carbon,
      photographic or other reproduction of this Mortgage or any other financing
      statement relating to this Mortgage shall be sufficient as a financing statement
      for any of the purposes referred to in this Section.  Mortgagor hereby
      irrevocably authorizes Mortgagee at any time and from time to time to file
      any
      initial financing statements, amendments thereto and continuation statements
      as
      authorized by applicable law, required to establish or maintain the validity,
      perfection and priority of the security interests granted in this
      Mortgage.

     

    Section
      3.03.  Application
      of
      Certain Payments.  In
      the
      event that all or any part of the Mortgaged Property is encumbered by one or
      more mortgages held by Mortgagee, Mortgagor hereby irrevocably authorizes and
      directs Mortgagee to apply any payment received by Mortgagee in respect of
      any
      note secured hereby or by any other such mortgage to the payment of such of
      said
      notes as Mortgagee shall elect in its sole and absolute discretion, and
      Mortgagee shall have the right to apply any such payment in reduction of
      principal and/or interest and in such order and amounts as Mortgagee shall
      elect
      in its sole and absolute discretion without regard to the priority of the
      mortgage securing the note so repaid or to contrary directions from Mortgagor
      or
      any other party.

     

    Section
      3.04.  Severability.  In
      the
      event any one or more of the provisions contained herein or in the Mortgagor
      Notes, Guaranty or the Loan Agreement shall for any reason be held to be
      invalid, illegal or unenforceable in any respect, such invalidity, illegality
      or
      unenforceability shall not affect any other provision hereof, but this Mortgage
      shall be construed as if such invalid, illegal or unenforceable provision had
      never been contained herein or therein; provided, however, that if
      such provision held to be invalid, illegal or unenforceable relates to the
      payment of any principal or non-default interest under the Mortgagor Notes,
      then
      Mortgagee may, at the option of the Required Banks, declare the indebtedness
      and
      any other sums secured hereby to be immediately due and payable.

     

    Section
      3.05.  Modifications
      and Waivers.  No
      provision hereof may be changed, waived, discharged or terminated orally or
      by
      any other means except as provided in Section 12.02 of the Loan
      Agreement.  Any agreement hereafter made by Mortgagor and Mortgagee
      relating hereto shall be superior to the rights of the holder of any intervening
      or subordinate lien or encumbrance.

     

    Section
      3.06.  Notices.  All
      notices, demands, consents, approvals and statements required or permitted
      hereunder shall be in writing and shall be deemed to have been sufficiently
      given or served for all purposes when presented personally, three (3) days
      after
      mailing by registered or certified mail, postage prepaid, or one (1) day after
      delivery to a nationally recognized overnight courier service providing evidence
      of the date of delivery, if to Mortgagor at its address stated above to the
      attention of its Chief Financial Officer, and if to Mortgagee to the attention
      of both the Head of Portfolio Operations and the Legal Director at its address
      stated above with a copy to Eurohypo AG, New York Branch, 123 Wacker Drive,
      Suite 2300, Chicago, Illinois 60606, Attention: Maureen Slentz, or at such
      other
      address of which a party shall have notified the party giving such notice in
      accordance with the provisions of this Section.

     

    Section
      3.07.  Successors
      and
      Assigns.  All
      of
      the grants, covenants, terms, provisions and conditions herein shall run with
      the land and shall apply to, bind and inure to the benefit of, the respective
      successors and assigns of Mortgagor and Mortgagee.

     

    Section
      3.08.  Limitation
      on
      Interest.  Anything
      herein or in the Mortgagor Notes to the contrary notwithstanding, the
      obligations of Mortgagor hereunder and under the Mortgagor Notes shall be
      subject to the limitation that payments of interest shall not be required to
      the
      extent that receipt of any such payment by Mortgagee and/or the Banks would
      be
      contrary to provisions of law applicable to Mortgagee and/or the Banks limiting
      the maximum rate of interest that may be charged or collected by Mortgagee
      and/or the Banks.

     

    Section
      3.09.  Counterparts.  This
      Mortgage may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original; and all such
      counterparts shall together constitute but one and the same
      mortgage.

     

    Section
      3.10.  Substitute
      Mortgages.  Mortgagor
      and Mortgagee shall, upon their mutual agreement to do so, execute such
      documents as may be necessary in order to effectuate the modification hereof,
      including the execution of substitute mortgages, so as to create two (2) or
      more
      liens on the Mortgaged Property in such amounts as may be mutually agreed upon
      but in no event to exceed, in the aggregate, the Mortgage Amount; in such event,
      Mortgagor covenants and agrees to pay the reasonable fees and expenses of
      Mortgagee and its counsel in connection with any such modification.

     

    Section
      3.11.  Banks’
Sale
      of
      Interests in Loan.  Mortgagor
      recognizes that any Bank may sell and transfer interests in the Loan to one
      or
      more participants or assignees and that all documentation, financial statements,
      appraisals and other data, or copies thereof, relevant to Mortgagor, Borrowers
      or the Loan, may be exhibited to and retained by any such participant or
      assignee or prospective participant or assignee, subject, however, to the
      confidentiality possessions of Section 12.05 of the Loan Agreement.

     

    Section
      3.12.  Governing
      Law.  This
      Mortgage shall be construed and enforced in accordance with the laws of the
      State of Michigan.

     

    Section
      3.13.  No
      Merger of
      Interests.  Unless
      expressly provided otherwise, in the event that ownership hereof and title
      to
      the fee and/or leasehold estates in the Premises encumbered hereby shall become
      vested in the same person or entity, this Mortgage shall not merge in said
      title
      but shall continue to be and remain a valid and subsisting lien on said estates
      in the Premises for the amount secured hereby.

     

    Section
      3.14.  No
      Credit For
      Taxes.  Mortgagor
      shall not claim or demand or be entitled to receive any credit or credits on
      the
      principal indebtedness to be secured by this Mortgage, or on the interest
      payable thereon, for any part of the taxes assessed against the Premises and
      no
      deduction shall be made or claimed from the taxable value of the Premises by
      reason of this Mortgage.

     

    Section
      3.15.  No
      Consent to
      Contracts.  Neither
      Mortgagee nor the Banks consents to any contract for labor or materials, and
      all
      contracts for labor or materials that will be let by Mortgagor shall at all
      times be subordinate to the lien of this Mortgage.

     

    Section
      3.16.  Termination
      of
      Mortgage.  If
      all
      of the Obligations secured hereby shall be paid and performed in full, then,
      and
      in that event only, all rights under this Mortgage shall terminate and the
      Mortgaged Property shall become wholly clear of the liens, security interests,
      conveyances and assignments evidenced hereby.  Notwithstanding the
      foregoing, no release of this Mortgage or the lien thereof or assignment of
      this
      Mortgage, shall be valid unless executed by Mortgagee.

     

    Section
      3.17.  Business
      Loan.  Mortgagor
      represents and agrees that the Obligations secured hereby (a) constitute a
      business loan and (b) are exempted transactions under the federal
      Truth-in-Lending Act (15 U.S.C. Section 1601, et seq.).  None of the
      forgoing is intended, however, to vitiate or in any way detract from the
      intention of Mortgagor and Mortgagee to have the laws of the State of New York
      apply in all respects to the construction and enforcement of the Mortgagor
      Notes, Guaranty and the Loan Agreement, as said intention is expressly set
      forth
      therein.

     

    Section
      3.18.  CERTAIN
      WAIVERS.  MORTGAGOR
      HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY FORECLOSURE
      OR SIMILAR ACTION OR PROCEDURE BROUGHT BY MORTGAGEE OR THE BANKS ASSERTING
      AN
      EVENT OF DEFAULT HEREUNDER, ANY AND EVERY RIGHT IT MAY HAVE TO (I) A TRIAL
      BY
      JURY, (II) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COUNTERCLAIM THAT
      IF
      NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY MORTGAGEE OR THE BANKS
      COULD NOT BE BROUGHT IN A SEPARATE ACTION, SUIT OR PROCEEDING OR WOULD BE
      SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED
      IN
      SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY MORTGAGEE OR THE BANKS AND (III)
      HAVE
      THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
      PROCEEDING.  NOTHING IN THIS SECTION SHALL PREVENT OR PROHIBIT
      MORTGAGOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST MORTGAGEE
      OR
      ANY BANK WITH RESPECT TO ANY ASSERTED CLAIM.

     

    Section
      3.19.  Additional
      Waivers.  Mortgagor
      waives all rights and defenses arising out of an election of remedies by
      Mortgagee or the Banks, even though that election of remedies, such as a
      nonjudicial foreclosure with respect to an obligation (x) which is guaranteed
      or
      (y) with respect to which a third party has pledged its property as security
      for
      the payment thereof, has destroyed such guarantor’s or third party’s rights of
      subrogation and reimbursement against the principal, if any.

     

    Until
      the
      Obligations secured hereby have been paid and performed in full, Mortgagor
      waives the right of subrogation and waives the right to enforce any remedy
      which
      Mortgagee now has or may hereafter have against Mortgagor and any benefit of
      and
      any right to participate in, any security now or hereafter held by
      Mortgagee.

     

    Mortgagor
      agrees
      that (i) its Obligations and liabilities hereunder are independent of and in
      addition to the Obligations of Mortgagor and Borrowers pursuant to the other
      Loan documents or any other collateral security given to secure the same, (ii)
      a
      separate action may be brought to enforce the provisions hereof whether
      Mortgagor is a party in any such action or not, (iii) Mortgagee may at any
      time,
      or from time to time, in its sole discretion (a) extend or change the time
      of
      payment and/or performance and/or the manner, place or terms of payment and/or
      performance of all or any of the Obligations secured by such Loan documents;
      (b)
      exchange, release and/or surrender all or any of the collateral security, or
      any
      part thereof, by whomsoever deposited, which is now or may hereafter be held
      by
      Mortgagee in connection with all or any of such Obligations; (c) sell and/or
      purchase all or any such collateral at public or private sale, or at any
      broker’s board, in the manner permitted by law and after giving any notice which
      may be required, and after deducting all costs and expenses of every kind for
      collection, sale or delivery, the net proceeds of any such sale may be applied
      by Mortgagee upon all or any of such Obligations; and (d) settle or compromise
      with Mortgagor or Borrowers, and/or any other person liable thereon, any and
      all
      of such Obligations, and/or subordinate the payment of same, or any part
      thereof, to the payment of any other debts or claims, which may at any time
      be
      due or owing to Mortgagee and/or any other person or entity and (iv) Mortgagee
      shall be under no obligation to marshal any assets in favor of Mortgagor, or
      in
      payment of any or all of such Obligations.

     

    Mortgagor
      hereby
      waives (i) except for notices expressly required by the Loan documents,
      presentment, demand, protest, notice of acceptance, notice of dishonor, notice
      of nonperformance and any other notice with respect to any of the Obligations
      of
      Mortgagor or Borrowers under the Loan documents, and promptness in commencing
      suit against any party thereto or liable thereon, and/or in giving any notice
      to
      or making any claim or demand hereunder upon Mortgagor or Borrowers; (ii) any
      right to require Mortgagee and/or the Banks to (a) proceed against Mortgagor
      and/or Borrowers, (b) proceed against or exhaust any security held by Mortgagee
      or the Banks for the Obligations secured hereby or (c) pursue any remedy in
      Mortgagee’s or the Banks’ power whatsoever; (iii) any defense arising by reason
      of any disability or other defense of Mortgagor or Borrowers by reason of the
      cessation from any cause whatsoever of the liability of Mortgagor or Borrowers
      other than full payment of such Obligations; (iv) to the fullest extent
      permitted by applicable law, all rights and benefits purporting to reduce a
      guarantor’s obligations in proportion to the principal obligation; (v) to the
      fullest extent permitted by law, all rights and benefits under any law or
      statute (a) purporting to limit the amount of any deficiency judgment which
      might be recoverable following the occurrence of a sale pursuant to a power
      of
      sale contained in a mortgage or deed of trust and any right to a fair value
      hearing or any fair value limitation or other limitation on liability or a
      deficiency based upon the fair value of any collateral after a nonjudicial
      foreclosure of this Mortgage, (b) stating that no deficiency may be recovered
      on
      a real property purchase money obligation, (c) stating that no deficiency may
      be
      recovered on a note secured by a mortgage on real property in case such real
      property is sold under the power of sale contained in such mortgage, and (d)
      stating that there may be but one form of action on an indebtedness secured
      by
      real property, if such laws or statutes, or any of them, have any application
      hereto or any application to Mortgagor; (vi) to the fullest extent permitted
      by
      law, (a) any defense arising as a result of Mortgagee’s or the Banks’ election,
      in any proceeding instituted under the Bankruptcy Code, of the application
      of
      Section 1111(b)(2) of the Bankruptcy Code and (b) any defense based on any
      borrowing or grant of a security interest under Section 364 of the Bankruptcy
      Code and (vii) the benefit of any statute of limitations affecting its liability
      hereunder or the enforcement thereof, including, without limitation, any rights
      arising under applicable law.

     

    Mortgagor,
      in any
      actual or potential capacity as a guarantor, quasi-guarantor or other surety
      with respect to the Loan or the Mortgaged Property, hereby makes the following
      waivers:  Mortgagor hereby waives all rights and defenses that it may
      have because the Obligations are secured by the Mortgaged
      Property.  This means, among other things,  (i) Mortgagee
      and/or the Banks may collect from or realize on any security pledged by
      Mortgagor without first foreclosing on any or all real or personal property
      collateral pledged by Borrowers and (ii) if Mortgagee and/or the Banks foreclose
      on any real property collateral pledged by Mortgagor and/or
      Borrowers:  (a) the amount of the debt may be reduced only by the
      price for which that collateral is sold at the foreclosure sale, even if the
      collateral is worth more than the sale price and/or (b) Mortgagee and/or the
      Banks may collect from or realize on any security pledged by Mortgagor and/or
      Borrowers even if Mortgagee and/or the Banks, by foreclosing on the real
      property collateral, have destroyed any right Mortgagee and/or the Banks may
      have to collect from Mortgagor and/or Borrowers.  This is an
      unconditional and irrevocable waiver of any rights and defenses that Mortgagor
      may have because the Obligations are secured by real property.

     

    Mortgagor
      warrants
      that (i) this Mortgage was executed at the request of Borrowers, (ii) neither
      Mortgagee nor any Bank has made any representation to Mortgagor as to the
      creditworthiness of any other Borrower and (iii) it has established adequate
      means of obtaining from Borrowers on a continuing basis financial and other
      information pertaining to Borrowers’ financial condition.  Mortgagor
      agrees to keep adequately informed from such means as it deems appropriate
      any
      facts, events or circumstances which might in any way affect its risks and
      liabilities hereunder and further agrees that Mortgagee and the Banks shall
      have
      no further obligation to disclose to it information or materials acquired in
      the
      course of their respective dealings with Mortgagor and/or
      Borrowers.

     

    IN
      WITNESS WHEREOF,
      this Mortgage has been duly executed and delivered by Mortgagor.

     

    
      	 	
              TWELVE
                OAKS
                MALL, LLC, a Michigan limited liability company

               

            
	 	
              By:The
                Taubman Realty Group Limited Partnership, a Delaware limited partnership,
                its sole member

               

            
	 	
              By/s/
                Steven E.
                Eder                                                           

            
	 	
              Steven
                E.
                Eder,

              an
                authorized
                signatory

               

            


    

    


    
      	
              SECOND
                AMENDMENT AND RESTATEMENT ACCEPTED:

            	 
	 	
              Administrative
                Agent:

               

            
	 	
              EUROHYPO
                AG,
                NEW YORK BRANCH

            
	 	 
	 	 
	 	
              By:/s/
                John
                Lippmann                                                                  

            
	 	
              Name:
                John
                Lippmann                                                                  

            
	 	
              Title:
                Director                                                                  

            
	 	 
	 	
              By:/s/
                Stephen
                Cox                                                                  

            
	 	
              Name:
                Stephen
                Cox                                                                  

            
	 	
              Title:
                Director                                                                  

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              STATE
                OF
                Illinois

            	
              )

            
	 	
              )
                SS.

            
	
              COUNTY
                OF
                Cook

            	
              )

            


    

    The
      foregoing
      instrument was acknowledged before me this 30th day of October, 2007, by Steven
      Eder, an authorized signatory of The Taubman Realty Group Limited Partnership,
      a
      Delaware limited partnership, the sole member of TWELVE OAKS MALL, LLC, a
      Michigan limited liability company, on behalf of said partnership and said
      limited liability company, who is known to me or produced
      _________________ as identification.

     

    Notary’s                                                Notary’s

    Stamp:                                                 Signature:
      /s/ Lisa Strauss

    Notary’s
      Name:
Lisa Strauss

    Notary
      Public

    


    


    State
      of Illinois,
      County of
Cook                                                                                     

    My
      commission Expires: July 8, 2010

    Acting
      in the
      County of:
Cook                                                                           

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF New
                York

            	
              )

            
	 	
              )
                SS.

            
	
              COUNTY
                OF New
                York

            	
              )

            


    

    The
      foregoing
      instrument was acknowledged before me this 29 day of October, 2007, by John
      Lippmann and Stephen Cox, authorized signatories of Eurohypo AG, New York
      Branch, on behalf of said Bank.

     

    


     

    Notary’s                                               
      Notary’s

    Stamp:                                                  Signature:
      /s/ Patricia A. Ferro

    Notary’s
      Name:  Patricia A. Ferro

    Notary
      Public

    


    


    State
      of  New York, County of New York

    My
      commission Expires: July 2, 2011

    Acting
      in the
      County of: Kings County

    


    


    


    


    


    


    


    


    


    This
      instrument
      prepared by, and after recording please return to:

    


    Katten
      Muchin
      Rosenman LLP

    525
      West Monroe
      Street

    Chicago,
      Illinois 60661

    Attention:  Mark
      C. Simon, Esq.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TWELVE
      OAKS

     

    Exhibit
      A

     

    Legal
      Description
      of the Premises

     

    Land
      situated in
      the City of Novi, County of Oakland, State of Michigan:

     

    PARCEL
      A:

     

    Lot
      16, TWELVE OAKS
      NO. 1, a subdivision of part of part of the North 1/2 of Section 14, Town 1
      North, Range 8 East, City of Novi, Oakland County, Michigan, as recorded in
      Liber 158, Pages 35 thru 47, both inclusive, of Plats, and as revised in the
      Judgment Revising Plat as recorded in Liber 39543, Page 468, Oakland County
      Records, EXCEPTING THEREFROM the North 30 feet described as
      follows:

     

    Part
      of Lot 16,
      Twelve Oaks No. 1, according to the plat recorded in Liber 158 of Plats, Pages
      35-47, and as revised in the Judgment Revising Plat as recorded in Liber 39543,
      Page 468, Oakland County Records, described as: Beginning at the Northwest
      corner of said Lot 16; thence North 89 degrees 12 minutes 00 seconds East,
      on
      the North line of Lot 16, a distance of 3.64 feet, to a deflection point; thence
      North 89 degrees 24 minutes 35 seconds East, a distance of 89.86 feet, to the
      Northeast corner of said Lot 16, and a point on a curve; thence on the East
      line
      of Lot 16, a distance of 19.49 feet, on an arc of a curve to the left, with
      a
      central angle of 22 degrees 20 minutes 01 seconds, a radius of 50.00 feet,
      and a
      chord South 10 degrees 34 minutes 36 seconds West, 19.37 feet to a tangent
      point; thence South 00 degrees 35 minutes 25 seconds East, continuing on the
      East line of Lot 16, a distance of 11.00 feet, to a point; thence South 89
      degrees 24 minutes 35 seconds West, a distance of 86.00 feet, to a point on
      the
      West line of said Lot 16; thence North 00 degrees 35 minutes 25 seconds West,
      on
      the West line of Lot 16, a distance of 11.00 feet, to a point of curve; thence
      19.47 feet on an arc of a curve to the left, with a central angle of 22 degrees
      18 minutes 58 seconds, a radius of 50.00 feet, and a chord North 11 degrees
      44
      minutes 54 seconds West, 19.35 feet, to the point of beginning.

     

    PARCEL
      B:

     

    Lot
      18, TWELVE OAKS
      NO. 1, a subdivision of part of the North 1/2 of Section 14, Town 1 North,
      Range
      8 East, City of Novi, Oakland County, Michigan, as recorded in Liber 158, pages
      35 thru 47 of Plats, and as revised in the Judgment Revising Plat as recorded
      in
      Liber 39543, Page 468, Oakland County Records.

     

    PARCEL
      C:

     

    The
      reciprocal and
      non-exclusive easements for ingress and egress, parking and for utility and
      other purposes created and granted in, on, over, upon and under certain
      adjoining real property pursuant to and more particularly described in the
      following documents:

     

    (A)           Operating
      Agreement dated as of October 21, 1976 by and among Novi Associates, Sears,
      Roebuck and Co., J.C. Penney Properties, Inc. and Dayton-Hudson Corporation,
      as
      recorded October 29, 1976 in liber 6785, page 402, Oakland County Records,
      and

     

    (B)           First
      Amendment to Operating Agreement dated as of May 24, 1977 by and among Novi
      Associates, Sears, Roebuck and Co., J.C. Penney Properties, Inc., Dayton-Hudson
      Corporation and Associated Dry Goods Corporation, recorded May 27, 1977 in
      Liber
      6915, Page 135, and amendment between Novi Associates and J.C. Penney Properties
      Inc., dated February 26, 1986, recorded in Liber 9392, Page 352, Oakland County
      Records, and

     

    (C)           Assignment
      and Assumption of Interest Under Operating and Supplemental Agreements, dated
      as
      of October 13, 1994, recorded October 18, 1994 in Liber 15043, Page 153, Oakland
      County Records, and

     

    (D)           Second
      Amendment to Operating Agreement, dated August 29, 2005, recorded March 13,
      2006
      in Liber 37236, Page 1, Oakland County Records, and

     

    Also
      together with
      the following non-exclusive easements:

     

    (E)           Grant
      of Easement dated November 10, 1980 recorded December 31, 1980 in Liber 7935,
      Page 375, Oakland County Records, and

     

    (F)           Easements
      reserved in Warranty Deed dated May 5, 1978 recorded October 11, 1978 in Liber
      7337, Page 211, Oakland County Records, and

     

    (G)           Easements
      reserved in Warranty Deed dated November 10, 1980, recorded December 31, 1980
      in
      Liber 7935, Page 337, Oakland County Records.

     

    PARCEL
      D:

     

    A
      part of the
      Northeast 1/4 and the Southeast 1/4 of Section 14, Town 1 North, Range 8 East,
      City of Novi, Oakland County, Michigan, being more particularly described
      as:

     

    Commencing
      at the
      North 1/4 corner of said Section 14; thence South 00 degrees 29 minutes 25
      seconds East, 60.00 feet, to a point on the North line of TWELVE OAKS NO. 1,
      as
      recorded in Liber 158 of Plats, on pages 35 through 47, both inclusive, and
      as
      revised in the Judgment Revising Plat as recorded in Liber 39543, Page 468,
      Oakland County Records; thence North 89 degrees 24 minutes 35 seconds East,
      89.86 feet, along said TWELVE OAKS NO. 1; thence 19.49 feet along a curve to
      the
      left, said curve having a radius of 50.00 feet, a central angle of 22 degrees
      20
      minutes 01 second and a chord bearing and distance of South 10 degrees 34
      minutes 36 seconds West, 19.37 feet, along said TWELVE OAKS NO. 1; thence South
      00 degrees 35 minutes 25 seconds East, 77.20 feet, along said TWELVE OAKS NO.
      1;
      thence 223.37 feet along a curve to the left, said curve having a radius 456.95
      feet, a central angle of 28 degrees 00 minutes 29 seconds and a chord bearing
      and distance of South 14 degrees 35 minutes 39 seconds East, 221.16 feet, along
      said TWELVE OAKS NO. 1; thence South 28 degrees 35 minutes 54 seconds East,
      71.09 feet, along said TWELVE OAKS NO. 1; thence 467.69 feet along a curve
      to
      the right, said curve having a radius of 283.00 feet, a central angle of 94
      degrees 41 minutes 22 seconds and a chord bearing and distance of South 18
      degrees 44 minutes 47 seconds West, 416.26 feet, along said TWELVE OAKS NO.
      1;
      thence South 66 degrees 05 minutes 28 seconds West, 15.09 feet, along said
      TWELVE OAKS NO. 1; thence 70.04 feet along a curve to the left, said curve
      having a radius of 45.00 feet, a central angle of 89 degrees 10 minutes 54
      seconds and a chord bearing and distance of South 21 degrees 30 minutes 01
      seconds West, 63.18 feet, along said TWELVE OAKS NO. 1; thence South 23 degrees
      05 minutes 26 seconds East, 91.03 feet, along said TWELVE OAKS NO. 1; thence
      188.63 feet along a curve to the right, said curve having a radius of 748.47
      feet, a central angle of 14 degrees 26 minutes 24 seconds and a chord bearing
      and distance of South 15 degrees 52 minutes 14 seconds East, 188.13 feet, along
      said TWELVE OAKS NO. 1 to the Point of Beginning; thence North 76 degrees 58
      minutes 11 seconds East, 6.10 feet, to Traverse Point C; thence continuing
      North
      76 degrees 58 minutes 11 seconds East, 54 feet, more or less, (recorded as
      50
      feet) to the shore of TWELVE OAKS LAKE; thence Southeasterly, Southerly,
      Westerly, Northwesterly, Northeasterly, Northerly and Northwesterly, 3926 feet,
      more or less, along the shore of said TWELVE OAKS LAKE, to Traverse Point B,
      (said Traverse Point B located North 76 degrees 58 minutes 11 seconds East,
      145.53 feet and South 68 degrees 59 minutes 49 seconds East, 311.77 feet and
      South 66 degrees 25 minutes 16 seconds East, 112.97 feet and South 58 degrees
      13
      minutes 22 seconds East, 425.27 feet and South 28 degrees 51 minutes 24 seconds
      East, 169.76 feet and North 59 degrees 05 minutes 44 seconds East, 24.14 feet
      and South 33 degrees 52 minutes 43 seconds East, 87.70 feet and South 04 degrees
      59 minutes 03 seconds East, 270.31 feet and South 58 degrees 12 minutes 28
      seconds East, 222.88 feet and South 08 degrees 21 minutes 20 seconds East,
      494.05 feet and South 87 degrees 31 minutes 55 seconds West, 110.80 feet and
      South 11 degrees 18 minutes 35 seconds West, 131.38 feet and South 31 degrees
      25
      minutes 47 seconds West, 261.69 feet and South 37 degrees 23 minutes 07 seconds
      East, 127.31 feet and South 01 degree 15 minutes 56 seconds West, 172.77 feet
      and South 88 degrees 24 minutes 00 seconds West, 341.76 feet and North 31
      degrees 58 minutes 09 seconds West, 158.61 feet and North 69 degrees 28 minutes
      42 seconds West, 225.60 feet to Traverse Point B); thence North 48 degrees
      26
      minutes 09 seconds West, 32.37 feet, to a point on THE ENCLAVE, Oakland County
      Condominium Plan No. 933, as recorded in Liber 15694, Pages 297 through 366,
      Oakland County Records, as amended; thence North 45 degrees 00 minutes 25
      seconds East, 12.17 feet, along said THE ENCLAVE; thence North 00 degrees 35
      minutes 24 seconds West, 29.82 feet, along said THE ENCLAVE; thence North 21
      degrees 04 minutes 17 seconds West, 121.99 feet, along said THE ENCLAVE; thence
      North 45 degrees 25 minutes 58 seconds East, 450.23 feet, along said THE
      ENCLAVE; thence North 07 degrees 27 minutes 54 seconds East, 229.04 feet, along
      said THE ENCLAVE; thence North 32 degrees 01 minutes 02 seconds West, 184.96
      feet, along said THE ENCLAVE; thence North 78 degrees 01 minute 04 seconds
      West,
      423.76 feet, along said THE ENCLAVE; thence South 00 degrees 32 minutes 47
      seconds East, 34.00 feet, along said THE ENCLAVE; thence South 43 degrees 59
      minutes 10 seconds West, 132.20 feet, along said THE ENCLAVE; thence North
      60
      degrees 42 minutes 32 seconds West, 218.39 feet, along said THE ENCLAVE; thence
      124.87 feet along a curve to the right, said curve having a radius of 125.00
      feet, a central angle of 57 degrees 14 minutes 06 seconds and a chord bearing
      and distance of North 32 degrees 05 minutes 36 seconds West, 119.74 feet, along
      said THE ENCLAVE, to the Easterly line of said TWELVE OAKS NO. 1; thence North
      29 degrees 17 minutes 29 seconds East, 9.63 feet, along the Easterly line of
      said TWELVE OAKS NO. 1; thence 137.18 feet along a curve to the left, said
      curve
      having a radius of 300.09 feet, a central angle of 26 degrees 11 minutes 31
      seconds and a chord bearing and distance of North 16 degrees 11 minutes 45
      seconds East, 135.99 feet, along the Easterly line of said TWELVE OAKS NO.
      1;
      thence North 03 degrees 06 minutes 01 seconds East, 525.97 feet, along the
      Easterly line of said TWELVE OAKS NO. 1; thence 153.51 feet along a curve to
      the
      left, said curve having a radius of 748.47 feet, a central angle of 11 degrees
      45 minutes 04 seconds and a chord bearing and distance of North 02 degrees
      46
      minutes 30 seconds West, 153.24 feet, along the Easterly line of said TWELVE
      OAKS NO. 1 to the Point of Beginning.

     

    PARCEL
      E:

     

    A
      parcel of land
      being a part of Section 14, Town 1 North, Range 8 East, City of Novi, Oakland
      County, Michigan, described as follows:

     

    Commencing
      at the
      center of Section 14, Town 1 North, Range 8 East, City of Novi, Oakland County,
      Michigan, said center of section being South 89 degrees 20 minutes 01 second
      West, 2625.72 feet from the East 1/4 corner of said Section 14; and proceeding
      thence North 00 degrees 29 minutes 25 seconds West, 268.65 feet (also recorded
      as 268.62 feet) along the North and South 1/4 line of said Section to the Point
      of Beginning, proceeding thence North 00 degrees 29 minutes 25 seconds West,
      61.40 feet ; thence South 89 degrees 11 minutes 10 seconds West, 324.17 feet
      to
      a point on a curve and the Easterly line of TWELVE OAKS NO. 1, as recorded
      in
      Liber 158 of Plats, Page 35 through 47, both inclusive, and as revised in the
      Judgment Revising Plat as recorded in Liber 39543, Page 468, Oakland County
      Records; thence along said Easterly line the following two courses, 261.34
      feet
      along the arc of a curve to the left having a radius of 250.00 feet passing
      through a central angle 59 degrees 53 minutes 41 seconds with a long chord
      bearing North 59 degrees 14 minutes 20 seconds East, 249.60 feet and North
      29
      degrees 17 minutes 29  seconds East, 18.17 feet; thence North 74
      degrees 17 minutes 29 seconds East, 28.28 feet; thence South 60 degrees 42
      minutes 32 seconds East, 290.39 feet; thence South 43 degrees 59 minutes 10
      seconds West, 211.92 feet; thence South 89 degrees 31 minutes 52 seconds West,
      80.95 feet to the Point of Beginning.

     

    PARCEL
      F:

     

    A
      parcel of land
      located in the West 1/2 of Section 14, Town 1 North, Range 8 East, City of
      Novi,
      Oakland County, Michigan, being more particularly described as:

     

    Beginning
      at the
      center of said Section 14; thence North 0 degrees 30 minutes 04 seconds West
      (South 0 degrees 28 minutes 13 seconds East record), 330.05 feet along the
      North-South 1/4 line of Section 14 to a point on the South line of TWELVE OAKS
      NO. 1, as recorded in Liber 158, Pages 35 through 47 of Plats, and as revised
      in
      the Judgment Revising Plat as recorded in Liber 39543, Page 468, Oakland County
      Records as extended; thence South 89 degrees 11 minutes 10 seconds West 891.14
      feet along said South line to the point of beginning; thence along a tangent
      curve to the left, 498.86 feet, said curve having a radius of 857.23 feet,
      a
      central angle of 33 degrees 20 minutes 35 seconds, and a long chord bearing
      South 72 degrees 30 minutes 53 seconds West 491.85 feet; thence South 55 degrees
      50 seconds 35 minutes West 15.00 feet; thence along a tangent curve to the
      right, 274.04 feet, said curve having a radius of 270.16 feet, a central angle
      of 58 degrees 07 minutes 11 seconds, and a long chord bearing South 84 degrees
      54 minutes 11 seconds West, 262.45 feet; thence North 66 degrees 02 minutes
      14
      seconds West 174.37 feet; thence along a tangent curve to the right, 57.80
      feet,
      said curve having a radius of 269.96 feet, a central angle of 12 degrees 16
      minutes 03 seconds, and a long chord bearing North 59 degrees 54 minutes 12
      seconds West 57.69 feet; thence North 53 degrees 46 minutes 11 seconds West
      109.95 feet to a point on the South line of said TWELVE OAKS NO. 1; thence
      North
      89 degrees 11 minutes 10 seconds East 1040.99 feet along said South line to
      the
      point of beginning.