form8k110107ex43.htm


    

      


      
        	
                 

                Date:  November
                  1, 2007

                 

              
	
                SECOND
                  AMENDED AND RESTATED MORTGAGE

                (“this
                  Mortgage”)

                 

                 

                FROM

                 

                FAIRLANE
                  TOWN
                  CENTER 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	 6
	 	 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	 7
	 	 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	 9
	 	 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	 12
	 	 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	 15
	 	 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	 19
	 	 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	 23
	 	 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	 24
	 	 	 	 
	 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	 26
	 	 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	 27
	 	 Section
                3.10.	 Substitute
                Mortgages	 27
	 	 Section
                3.11.	 Banks'
                Sale of Interests in Loan	 27
	 	 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	 28
	 	 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.)

       

      RECITALS

       

      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 41532, Page 305 of the public records of Wayne County, Michigan (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 August 25, 2006, in
        Liber
        45198, Page 620, of the public records of Wayne 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, Twelve Oaks Mall, 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
        38-3306887.  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.  Except
        as provided in Section 12.06 of the Loan Agreement, 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; 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)  except
        as provided
        in Section 12.06 of the Loan Agreement, 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.

       

      (a)  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.

       

      (b)  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.

       

      (c)  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.

       

      (d)  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.

       

      (a)  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.

       

      (b)  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.

       

      (c)  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, 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, after an Event of Default, 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 e
        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 and
        if the
        requirements under Section 12.06 of the Loan Agreement are satisfied, 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.

       

      
        	 	
                FAIRLANE
                  TOWN
                  CENTER 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 Fairlane Town Center 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
        ___IL_______, County of   Cook

      My
        commission Expires: 7/18/2010

      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, 20011

      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.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FAIRLANE

       

      Exhibit
        A

       

      Legal
        Description
        of the Premises

       

      Land
        situated in
        the City of Dearborn, County of Wayne, State of Michigan:

       

      PARCEL
        I

       

      All
        of Lots 24, 25,
        26, 28, 29, 31,32, 33, 34 and 35 of PLAT OF FAIRLANE TOWN CENTER, as recorded
        in
        the Plat being Liber 96, Pages 29 through 46 of Plats, Wayne County Records,
        excepting therefrom the following described parcel:

       

      From
        the Northwest
        corner of said Lot 33, Northeasterly along the North line of said Lot 33,
        North
        81 degrees 59 minutes 52 seconds East, 570.35 feet; thence South 20 degrees
        25
        minutes 16 seconds West, 21.64 feet to the Point of Beginning; thence South
        80
        degrees 25 minutes 16 seconds West, 167.54 feet; thence South 35 degrees
        25
        minutes 16 seconds West, 116.04 feet; thence South 09 degrees 34 minutes
        44
        seconds East, 142.06 feet; thence South 54 degrees 34 minutes 44 seconds
        East,
        122.17 feet; thence North 80 degrees 25 minutes 16 seconds East, 131.68 feet;
        thence North 35 degrees 25 minutes 16 seconds East, 68.94 feet; thence North
        80
        degrees 25 minutes 16 seconds East, 14.69 feet; thence North 09 degrees 34
        minutes 44 seconds West, 229.84 feet; thence North 54 degrees 34 minutes
        44
        seconds West, 45.13 feet to the Point of Beginning.

       

      PARCEL
        II

       

      An
        undivided 50%
        interest in and to the following roadways as specifically located and identified
        in Plat of Fairlane Town Center recorded in Liber 96, Pages 29 through 46,
        Wayne
        County Records: Town Center Drive; Beechtree Lane; Northwood Drive; Timber
        Ridge
        Drive; Wildbranch Drive; Burlwood Drive; Valley View Drive and Lone Oak
        Drive.

       

      EASEMENT
        PARCELS

       

      PARCEL
        III

       

      The
        non-exclusive
        easements for ingress, egress and access on, over and across those roadways
        specifically located and identified in the PLAT OF FAIRLANE TOWN CENTER,
        recorded Liber 96, Pages 29 through 46 of Plats, Wayne County Records: Town
        Center Drive; Beechtree Lane; Northwood Drive; Timber Ridge Drive; Wildbranch
        Drive; Burlwood Drive; Valley View Drive and Lone Oak Drive.

       

      PARCEL
        IV

       

      The
        reciprocal and
        non-exclusive easements, for ingress, egress, parking, utility and other
        purposes created and granted as appurtenances to Parcels I and II hereinabove
        described, in and by the following documents:

       

      A.
        Deed of
        Conveyance and Grant and Reservation of Easements, dated August 10, 1973
        by and
        between Ford Motor Land Development Corporation, as Grantor and Mortgagor,
        as
        Grantee and recorded March 21, 1974 in Liber 18757, Pages 268 through 321
        in the
        Register of Deeds Office, Wayne County, Michigan; as amended by Amendment
        to
        Deed of Conveyance and Grant and Reservation of Easements dated August 10,
        1973
        by and between like parties and recorded May 17, 1974 in Liber 18805, Pages
        394
        through 396 in Register of Deeds Office aforesaid; and

       

      B.
        Operating
        Agreement dated May 2, 1974 by and between Mortgagor, as developer, Sears
        Roebuck and Co., J.C. Penney Properties, Inc., (guaranteed by J.C. Penney
        Company, Inc.) and the J.L. Hudson Company, recorded on June 18, 1974 in
        Liber
        18834, Pages 199 through 362, in the Register of Deed Office aforesaid,
        and

       

      C.
        First Amendment
        to Operating Agreement dated as of March 7, 1977 by and between Mortgagor,
        as
        Developer, Sears Roebuck and Co., J.C. Penney Properties, Inc., Dayton-Hudson
        Corporation (the successor of J.L. Hudson Company) and Associated Dry Goods
        Corporation and recorded on May 2, 1977 in Liber 19720, Pages 1 through 64,
        and
        Second Amendment to Operating Agreement as recorded in Liber 20481, Pages
        768
        through 836, Register No. G-400436 and assigned by Assignment of Agreements
        recorded January 9, 1991 in Liber 24968, Pages 331 through 340, in the Register
        of Deed office aforesaid.