form8k110107ex45.htm


    
      

    

    
      	
              PREPARED
                BY:

              Shannon
                Gray

              Carlton
                Fields, P.A.

              4221
                W. Boy
                Scout Boulevard, Suite 1000

              Tampa,
                Florida  33607-5736

              RECORD
                AND
                RETURN TO:

              Katten
                Muchin
                Rosenman LLP

              525
                West
                Monroe Street

              Chicago,
                Illinois 60661

              Attn:
                Mark
                Simon, Esq.

               

            	 
	
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                above
                this line for processing data

               

            	
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              Date:
                November 1, 2007

               

            


    

    THIRD
      AMENDED AND
      RESTATED

    MORTGAGE,
      ASSIGNMENT OF LEASES

    AND
      RENTS AND
      SECURITY AGREEMENT

    (“this
      Mortgage”)

     

    FROM

     

    DOLPHIN
      MALL
      ASSOCIATES LLC,

    a
      limited liability
      company organized and existing under the laws of

    the
      State of
      Delaware (formerly known as Dolphin Mall Associates Limited Partnership, a
      Delaware limited partnership)

     

    (“Mortgagor”)

     

    Address
      and Chief
      Executive

    Office
      of
      Mortgagor:

     

    c/o
      The Taubman
      Company LLC

    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:  $139,937,956.17

    NOTICE
      TO
      RECORDER:

    THIS
      THIRD
      AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
      AGREEMENT AMENDS AND RESTATES THAT CERTAIN SECOND AMENDED AND RESTATED MORTGAGE,
      ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT DATED AS OF AUGUST 9,
      2006
      AND RECORDED AUGUST 24, 2006 IN OFFICIAL RECORDS BOOK 24853, PAGE 862 (“EXISTING
      MORTGAGE”).  THE EXISTING MORTGAGE AMENDS AND RESTATES THAT CERTAIN
      AMENDED, RESTATED AND RENEWED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, FIXTURE
      FILING AND SECURITY AGREEMENT DATED AS OF FEBRUARY 11, 2004 (“AMENDED
      MORTGAGE”) GIVEN BY MORTGAGOR IN FAVOR OF COLUMN FINANCIAL, INC. (“ORIGINAL
      LENDER”) AND RECORDED IN OFFICIAL RECORDS BOOK 22080, PAGE 959 IN THE
      PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.  THE AMENDED MORTGAGE
      WAS A RENEWAL AND RESTATEMENT OF THAT CERTAIN MORTGAGE, ASSIGNMENT OF RENTS
      AND
      SECURITY AGREEMENT DATED AS OF OCTOBER 6, 1999, AND RECORDED IN OFFICIAL RECORDS
      BOOK 18816, PAGE 4432 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA (AS
      AMENDED AND MODIFIED, “ORIGINAL MORTGAGE’).  FLORIDA DOCUMENTARY STAMP
      TAXES AND NON-RECURRING INTANGIBLE PERSONAL PROPERTY TAXES WERE PAID IN FULL
      UPON THE RECORDING OF THE ORIGINAL MORTGAGE BASED ON THE PRINCIPAL AMOUNT OF
      $145,000,000.00.  THE CONSOLIDATED NOTE (AS DEFINED BELOW) RENEWS AND
      RESTATES THE UNPAID PRINCIPAL BALANCE OF THE FIRST CONSOLIDATED NOTE (AS DEFINED
      BELOW).  NO ADDITIONAL FLORIDA DOCUMENTARY STAMP TAXES OR
      NON-RECURRING INTANGIBLE PERSONAL PROPERTY TAXES ARE DUE UPON RECORDATION OF
      THIS INSTRUMENT BECAUSE THIS IS AN EXEMPT RENEWAL UNDER SECTIONS 201.09 AND
      199.145 OF THE FLORIDA STATUTES.

     
 
    
    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    Page

    
      
         

        
          	 ARTICLE
                  I COVENTANTS OF MORTGAGOR 	 5
	 	 Section
                  1.01.	 (a)
                  Warranty
                  of
                  Title; Power and Authority 	 6
	 	 Section
                  1.02.	 (a)
                  Further Assurances	 6
	 	 Section
                  1.03.	 (a)
                  Filing and Recording of Documents	 6
	 	 Section
                  1.04.	 Additional
                  Debt	 7
	 	 Section
                  1.05.	 Type
                  of
                  Entity; Maintenance of Existence; Compliance with Laws	 7
	 	 Section
                  1.06.	 After-Acquired
                  Property	 7
	 	 Section
                  1.07.	 (a)
                  Payment of Taxes and Other Charges	 8
	 	 Section
                  1.08.	 Taxes
                  on Mortgagee or the Banks	 9
	 	 Section
                  1.09.	 Insurance	 9
	 	 Section
                  1.10.	 Protective
                  Advances by Mortgagee	 11
	 	 Section
                  1.11.	 (a)
                  Visitation and Inspection	 11
	 	 Section
                  1.12.	 Maintenace
                  of Premises and Improvements	 12
	 	 Section
                  1.13.	 Condemnation	 12
	 	 Section
                  1.14.	 Leases	 13
	 	 Section
                  1.15.	 Premises
                  Documents	 14
	 	 Section
                  1.16.	 Lien
                  Laws	 14
	 	 Section
                  1.17.	 Non-Disturbance
                  and Attonment Agreements	 15
	 	 Section
                  1.18.	 Covenant
                  Against Transfers	 15
	 	 Section
                  1.19.	 Property
                  Management	 15
	 	 	 	 
	 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	 18
	 	 Section
                  2.03.	 Payments
                  of Amounts Due	 20
	 	 Section
                  2.04.	 Actions;
                  Receivers	 21
	 	 Section
                  2.05.	 Mortgagee's
                  Right to Possession	 22
	 	 Section
                  2.06.	 Remedies
                  Cumulative	 22
	 	 Section
                  2.07.	 Moratorium
                  Laws; Right of Redemption	 22
	 	 Section
                  2.08.	 Mortgagor's
                  Use and Occupancy after Default	 22
	 	 Section
                  2.09.	 Mortgagee's
                  Rights Concerning Application of Amounts Collected 	 23
	 	 Section
                  2.10.	 Regarding
                  Defenses	 23
	 	 Section
                  2.11.	 Expenses
                  as Indebtedness 	 23
	 	 Section
                  2.12.	 Right
                  to Deem All of Property as Real Estate	 23
	 	 	 	 
	 ARTICLE
                  III
                  MISCELLANEOUS	 23
	 	 Section
                  3.01.	 Assignment
                  of Leases and Rents	 23
	 	 Section
                  3.02.	 Security
                  Agreement	 24
	 	 Section
                  3.03.	 Application
                  of Certain Payments	 25
	 	 Section
                  3.04.	 Severability	 25
	 	 Section
                  3.05. 	 Modifications
                  and Waivers	 25
	 	 Section
                  3.06.	 Notices	 25
	 	 Section
                  3.07.	 Successors
                  and Assigns	 26
	 	 Section
                  3.08.	 Limitation
                  on Interest	 26
	 	 Section
                  3.09.	 Counterparts	 26
	 	 Section
                  3.10.	 Substitute
                  Mortgages	 26
	 	 Section
                  3.11.	 Banks'
                  Sale of Interests in Loan	 26
	 	 Section
                  3.12.	 Governing
                  Law	 26
	 	 Section
                  3.13.	 No
                  Merger of Interests	 26
	 	 Section
                  3.14.	 No
                  Credit for Taxes	 27
	 	 Section
                  3.15.	 No
                  Consent to Contracts	 27
	 	 Section
                  3.16.	 Termination
                  of Mortgage	 27
	 	 Section
                  3.17.	 Business
                  Loan	 27
	 	 Section
                  3.18.	 CERTAIN
                  WAIVERS	 27
	 	 Section
                  3.19.	 Additional
                  Waivers	 27
	 	 Section
                  3.20.	 Stamp
                  Tax	 29
	 	 Section
                  3.21.	 Future
                  Advances	 29
	 	 Section
                  3.22.	 No
                  Novation	 30


        

         

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Whereas,
      Mortgagor
      executed that certain Amended, Restated and Renewal Mortgage, Assignment of
      Leases and Rents, Fixture Filing and Security Agreement dated as of February
      11,
      2004 in favor of Column Financial, Inc. (“Original Lender”) which was recorded
      in Official Records Book 22080, Pages 959-993 in the Public Records of
      Miami-Dade County, Florida (“Amended Mortgage”) securing that certain Amended
      and Restated Renewal Note A made by Mortgagor in the original principal amount
      of $83,000,000.00 (“Note A”), that certain Amended and Restated Renewal Note B-1
      made by Mortgagor payable to Original Lender in the original principal amount
      of
      $17,500,000.00 (“Note B-1”), that certain Amended and Restated Renewal Note B-2
      made by Mortgagor payable to Original Lender in the original principal amount
      of
      $17,500,000.00(“Note B-2”) and that certain Amended and Restated Renewal
      Note C made by Mortgagor payable to Original Lender in the original principal
      amount of $27,000,000.00 (“Note C”; Note A, Note B-1, Note B-2 and Note C
      are hereinafter referred to as “Original Note”); the Original Note and Original
      Mortgage were assigned to Wells Fargo Bank, N.A., as trustee for the Credit
      Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2004-TFL1 pursuant to that certain Assignment of Amended,
      Restated and Consolidated Mortgage, Assignment of Leases and Rents, Fixture
      Filing and Security Agreement dated February 9, 2004, recorded in Official
      Records Book 22541, Page 436 in the Public Records of Miami-Dade County, Florida
      and re-recorded in Official Records Book 22629, Page 3192; and

     

    Whereas,
      the
      Original Note and Amended Mortgage had been assigned to Mortgagee by Assignment
      of Note, Mortgage and Other Loan Documents, dated August 9, 2006, recorded
      August 24, 2006 in Official Records Book 24853, Page 854; and

     

    Whereas,
      the
      Original Note was consolidated and renewed pursuant to that certain
      Consolidated, Amended and Restated Note (“First Consolidated Note”) made by
      Mortgagor payable to Mortgagee in the original principal amount of
      $139,937,956.17 (the “Mortgage Amount”), which First Consolidated Note was
      modified and split pursuant to that certain Note Splitter Agreement, dated
      August 9, 2006, by and between Mortgagor and Mortgagee (“First Note Splitter”);
      and

     

    Whereas,
      pursuant
      to the First Note Splitter, Mortgagor borrowed up to the Mortgage Amount from
      the lenders under the Amended and Restated Secured Revolving Credit Agreement,
      dated August 9, 2006 (the “Amended Loan Agreement”).  Mortgagor
      executed and delivered its notes (the “Amended Notes”), each dated August 9,
      2006, in the aggregate amount of $139,937,965.17 to Eurohypo AG, New York Branch
      (in its individual capacity as a lender and not as Mortgagee, “Eurohypo”), and
      various lenders, which notes obligate Mortgagor to pay, in the aggregate, the
      Mortgage Amount or so much thereof as may have been advanced or readvanced
      from
      time to time under the Amended Loan Agreement.

     

    Whereas
      the First
      Consolidated Note was secured by, among other things, a Second Amended and
      Restated Mortgage, Assignment of Leases and Rents and Security Agreement (the
      “Existing Mortgage”), dated August 9, 2006, recorded August 24, 2006, in
      Official Records Book 24853, Page 862.

     

    Whereas,
      Mortgagor
      is the owner of the premises described in SCHEDULE A and of the Improvements
      thereon.  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”).  The Amended Notes are being endorsed to
      Mortgagee simultaneous herewith and consolidated and renewed pursuant to that
      certain Second Consolidated, Amended and Restated Note of even date herewith
      made by Mortgagor payable to Mortgagee in the original principal amount of
      $139,937,956.17 (“Consolidated Note”), which Consolidated Note is modified and
      split pursuant to that certain Second Note Splitter Agreement of even date
      herewith by and between Mortgagor and Mortgagee (“Note Splitter”), pursuant to
      which Mortgagor has executed and delivered its replacement notes, each dated
      the
      date hereof, in the aggregate amount of $139,937,965.17 to Eurohypo AG, New
      York
      Branch (in its individual capacity as a Bank and not as Mortgagee, “Eurohypo”),
      and the other Banks (as defined below), which notes obligate Mortgagor to pay,
      in the aggregate, the Mortgage Amount or so much thereof as may be advanced
      or
      readvanced from time to time under the Loan Agreement.  Said notes, as
      the same may hereafter be amended, modified, extended, severed, assigned,
      renewed, replaced or restated, and including any substitute, replacement or
      additional notes executed pursuant to Sections 2.19, 3.07 or 12.05 of the Loan
      Agreement are hereinafter referred to individually and collectively as the
      “Mortgagor Notes”.  Such Mortgagor Notes continue the indebtedness
      under the Amended Notes.  In order to secure the payment and
      performance of all of the Obligations (as hereinafter defined), Mortgagor has
      granted this Mortgage to Mortgagee.  The Banks would not make the loan
      evidenced by the Mortgagor Notes if not for the execution and delivery
      hereof.

     

    NOW,
      THEREFORE, for
      and in consideration of the sum of Ten and no/100 Dollars and other good and
      valuable consideration, the receipt of which is hereby acknowledged, the
      Existing 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.

     

    “Attorneys’
Fees”
      means, any and all reasonable legal fees and expenses of Mortgagee, including,
      without limitation, any and all such fees and expenses incurred in connection
      with litigation, mediation, arbitration, other alternative dispute processes,
      administrative proceedings, and any and all appeals from any of the
      foregoing.

     

    “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, Fairlane
      Town Center LLC, a Michigan 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.

     

    “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
      loan made by the Banks to Borrowers pursuant to the Loan Agreement.

     

    “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 in
      respect of the Loan, now or hereafter existing, contained in this Mortgage,
      the
      Loan Agreement, the Mortgagor 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 indebtedness, obligations and liabilities (and all increases or additions
      thereto) of Mortgagor 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 Mortgagor 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 in respect
      of
      the Loan under any instrument now or hereafter evidencing or securing any of
      the
      foregoing.

     

    “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, 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.

     

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

     

    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,
      Mortgagor, in consideration of the premises and in order to secure the payment
      of both the principal of, and the interest and any other sums payable by
      Mortgagor on or under, the Mortgagor Notes, this Mortgage or the Loan Agreement
      and the payment and performance of all the other Obligations, hereby irrevocably
      and unconditionally grants, bargains, sells, conveys, mortgages, warrants,
      aliens, remises, releases, conveys, assigns, transfers, mortgages, hypothecates,
      deposits, pledges, sets over and confirms unto Mortgagee, with power of sale
      and
      with right of entry and possession, 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;

     

    (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.

     

    (a)  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.

     

    (a)  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.

     

    (a)  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 Mortgagor Notes,
      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
      52-2033087.  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.

     

    (a)  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.

     

    (b)  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.

     

    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.

     

    (a)  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.

     

    (b)  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.

     

    (c)  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) 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(d).  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 Mortgagor 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 Mortgagor
      Notes
      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 Mortgagor 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 Mortgagor 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(d) 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.

     

    (a)  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 Mortgagor 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
      Mortgagor 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 Mortgagor 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 Mortgagor 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.

     

    (a)  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.

     

    (b)  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.

     

    (c)  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, and (b) comply with and perform all of its material
      obligations and agreements under the Premises Documents.

     

    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
      Mortgagor.

     

    Section
      1.19.  Property
      Management.  Mortgagor
      shall cause the Mortgaged Property to be managed at all times by The Taubman
      Realty Group Limited Partnership, a Delaware limited partnership (“Taubman”) or
      a management affiliate of Taubman.

     

    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 to pay any tax referred to in Section 1.08 or if the
      payment of such tax by Mortgagor 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)  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 Mortgagor; or

     

    (f)  if
      Mortgagor shall
      encumber, or agree (other than an agreement conditioned on full repayment and
      termination of Mortgagor’s obligations under 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.; or

     

    (g)  if
      Mortgagor files
      for record a notice pursuant to Section 697.04, Florida Statutes,
      limiting the maximum principal amount that may be secured by this
      Mortgage;

     

    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 Mortgagor
      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 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
      hereunder or under the Loan Agreement.

     

    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 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 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.

     

    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 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 such 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 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, 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, 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 of Mortgagor due
      hereunder, under the 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 of Mortgagor due hereunder, under the Loan
      Agreement or otherwise in respect of Mortgagor’s obligations under 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.

     

    (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 Loan Agreement,
      or of any other nature in aid of the enforcement of the Mortgagor Notes or
      hereof or of the Loan Agreement, 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, including, without
      limitation, the powers of Mortgagor as provided in Section 2.01 II
      above.  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.

     

    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 or the Loan Agreement shall affect the obligation
      of
      Mortgagor to pay the principal of, and interest and other sums on, the Mortgagor
      Notes, and Mortgagor’s obligations under the Loan Agreement in the manner and at
      the time and place therein respectively expressed.

     

    Section
      2.07.  Moratorium
      Laws;
      Right of Redemption.  Mortgagor
      will not at any time insist upon, or plead, or in any manner whatever claim
      or
      take any benefit or advantage of any stay or extension or moratorium law, any
      exemption from execution or sale of the Mortgaged Property or any part thereof,
      wherever enacted, now or at any time hereafter in force, which may affect the
      covenants and terms of performance hereof, nor claim, take or insist upon any
      benefit or advantage of any law now or hereafter in force providing for the
      valuation or appraisal of the Mortgaged Property, or any part thereof, prior
      to
      any sale or sales thereof which may be made pursuant to any provision herein,
      or
      pursuant to the decree, judgment or order of any court of competent
      jurisdiction; nor, after any such sale or sales, claim or exercise any right
      under any statute heretofore or hereafter enacted to redeem the property so
      sold
      or any part thereof and Mortgagor hereby expressly waives all benefit or
      advantage of any such law or laws, and covenants not to hinder, delay or impede
      the execution of any power herein granted or delegated to Mortgagee, but to
      suffer and permit the execution of every power as though no such law or laws
      had
      been made or enacted.  Mortgagor, for itself and all who may claim
      under it, waives, to the extent that it lawfully may, all right to have the
      Mortgaged Property marshaled upon any foreclosure hereof. Mortgagor hereby
      waives any and all rights of redemption from sale under any order or decree
      of
      foreclosure of this Mortgage on behalf of Mortgagor and all persons beneficially
      interested therein, and each and every person except decree or judgment
      creditors of Mortgagor in its representative capacity acquiring any interest
      in
      or title to the Premises subsequent to the date of this Mortgage.

     

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

     

    Section
      2.09.  Mortgagee’s
      Rights Concerning Application of Amounts Collected.  Notwithstanding
      anything to the contrary contained herein, upon the occurrence of an Event
      of
      Default, Mortgagee may apply, to the extent permitted by law, any amount
      collected hereunder to principal, interest or any other sum due under the
      Mortgagor Notes or the Mortgagor’s obligations under Loan Agreement or otherwise
      in respect of Mortgagor’s obligations under 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.  (a)  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.

     

    (a)  The
      Assignments of
      Leases and Rents contained in this Mortgage are intended to provide Mortgagee
      with all of the rights and remedies of mortgagees pursuant to Section 697.07
      of
      the Florida Statutes (hereinafter "Section 697.07"), as may be amended
      from time to time.  However, in no event shall this reference
      diminish, alter, impair, or affect any other rights and remedies of Mortgagee,
      including but not limited to, the appointment of a receiver, nor shall any
      provision in this Section diminish, alter, impair or affect any rights or powers
      of the receiver in law or equity or as set forth herein.  In addition,
      this assignment shall be fully operative without regard to value of the Property
      or without regard to the adequacy of the Property to serve as security for
      the
      obligations owed by Mortgagor to Mortgagee, and shall be in addition to any
      rights arising under Section 697.07.  Further, except for the notices
      required hereunder, if any, Mortgagor waives any notice of default or demand
      for
      turnover of rents by Mortgagee, together with any rights under Section 697.07
      to
      apply to a court to deposit the Rents into the registry of the court or such
      other depository as the court may designate (to the extent such waiver is not
      prohibited by law).

     

    (b)  In
      the event of a
      sale on foreclosure which shall result in a deficiency, this assignment of
      leases and rents shall stand as security during any redemption period for the
      payment of such deficiency.  This assignment set forth herein shall
      include, without limitation an assignment by Mortgagor to Mortgagee of the
      right, after an Event of Default, to receive and apply the rents, issues,
      profits, license fees, revenues, charges, accounts and general intangibles
      arising from the Mortgaged Property located in the State of Florida, 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.

     

    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 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 respective
      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 Mortgagor’s
      obligations under 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 Mortgagor’s obligations under 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 Florida.

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.20.  Stamp
      Tax.  If,
      by
      the Laws of the United States of America, or of any state, county, or
      municipality having jurisdiction over Mortgagor or the Premises or any part
      thereof, any tax is assessed or becomes due in respect of the issuance of the
      Mortgagor Notes, or the granting or recording of this Mortgage, Mortgagor shall
      pay such tax in the manner required by such Law.

     

    Section
      3.21.  Future
      Advances.  This
      Mortgage is given to secure not only existing indebtedness, but also such future
      advances, whether such advances are obligatory or are to be made at the option
      of the Mortgagee, or otherwise, as are made within twenty (20) years from the
      date hereof, to the same extent as if such future advances were made on the
      date
      of the execution of this Mortgage»

     

    .  The
      total amount of indebtedness that may be so secured may decrease or increase
      from time to time, but the total unpaid principal balance so secured at one
      time
      shall not exceed $650,000,000.00, plus interest thereon, and any disbursements
      made for the payment of taxes, levies or insurance on the Property, plus
      interest thereon.

     

    Section
      3.22.  No
      Novation.  This
      Mortgage will not constitute a novation nor have the effect of discharging
      any
      liability or obligation evidenced by the Original Mortgage.

     

    Section
      3.23.  Partial
      Releases.  Partial releases of certain portions of the Mortgaged
      Property shall be permitted in accordance with Section 7.08 of the Loan
      Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      
        	
                MORTGAGOR:

              	
                DOLPHIN
                  MALL
                  ASSOCIATES LLC, a Delaware limited liability company

                 

              
	
                SIGNED
                  IN THE PRESENCE OF:

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

                 

              
	
                /s/
                  Brett
                  Kifferstein                                                                

                Printed
                  Name:
                  Brett
                  Kifferstein                                                                

                 

              	
                          By/s/
                  Steven E.
                  Eder                                                                    

                      Steven
                  E. Eder,

                      an
                  authorized signatory

              
	
                /s/
                  Michelle R. Puricelli

                Printed
                  Name:  Michelle R. Puricelli_

              	 
	 	 
	
                AMENDMENT
                  AND RESTATEMENT ACCEPTED:

                 

              	 
	
                MORTGAGEE:

              	
                EUROHYPO
                  AG,
                  NEW YORK BRANCH, as Administrative Agent

                 

              
	
                SIGNED
                  IN THE PRESENCE OF:

              	 
	
                /s/
                  Michelle M.
                  Zupatier                                                                

                Printed
                  Name:
                  Michelle M. Zupatier

                 

                 

                /s/
                  Kathy
                  Milk                                                                

                Printed
                  Name:
                  Kathy Milk

              	
                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, the Authorized Signatory of Taubman Realty Group Limited
        Partnership, a Delaware limited partnership, the sole member of Dolphin Mall
        Associates LLC on behalf of said Limited Partnership and said LLC and said
        ____________.  He/She is personally known to me or has produced
        a State of __________ driver’s license as identification.

       

      Sign
        Name:             
/s/
        Lisa
        Strauss

      Notary
        Public

      


      Print
        Name:                                Lisa
        Strauss

      


      Serial
        No. (if
        any):

      


      [Notarial
        Seal]

      


      


      


      
        	
                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.

       

      Sign
        Name:                                /s/
        Particia A. Ferro

      Notary
        Public

      


      Print
        Name:                                Particia
        A. Ferro

      


      Serial
        No. (if
        any):

      


      [Notarial
        Seal]



    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DOLPHIN

     

    


     

    Exhibit
      A

     

    


     

    Legal
      Description
      of the Premises

     

    A
      portion of the
      following lands lying in the plat of Dolphin Mall, according to the Plat
      thereof, as recorded in Plat Book 156, Page 82, Public Records of Miami-Dade
      County, Florida:

     

    PARCEL
      1: - FEE
      ESTATE

     

    All
      that portion of
      the West 3/5 of Section 31, Township 53 South, Range 40 East, lying and being
      in
      Miami-Dade County, Florida, which lies South of the following described
      line:

     

    BEGIN
      at a point on
      the East line of the West 3/5 of said Section 31, said point being 285.00 feet
      North of and parallel with the North line of the South 1/2 of said Section
      31;
      thence S 88° 16' 20" W, at right angles for a distance of 3161.42 feet to the
      point of intersection with the West line of said Section 31, said point also
      being the POINT OF TERMINATION of the herein above described line;

     

    LESS:

     

    The
      East 35.00 feet
      of the South 1/4 of the West 3/5 of Section 31, Township 53 South, Range 40
      East, Miami-Dade County, Florida, and the East 35.00 feet of the South 35.00
      feet of the North 1/2 of the South 1/2 of the West 3/5 of Section 31, Township
      53 South, Range 40 East, Miami-Dade County, Florida;

     

    AND
      LESS:

     

    The
      South 80.00
      feet of the West 3/5 of said Section 31, Township 53 South, Range 40 East,
      Miami-Dade County, Florida, LESS the East 35.00 feet thereof;

     

    AND
      LESS:

     

    The
      area bounded by
      the North line of the South 80.00 feet of said Section 31, and bounded by the
      West line of the East 35.00 feet of the West 3/5 of said Section 31, and bounded
      by a 25.00 foot radius arc concave to the Northwest said arc being tangent
      to
      both of the last described lines;

     

    AND
      LESS AND EXCEPT
      FROM THE ABOVE-DESCRIBED REAL PROPERTY THE PARCEL OF LAND CONVEYED TO THE STATE
      OF FLORIDA DEPARTMENT OF TRANSPORTATION IN THAT WARRANTY DEED RECORDED IN
      OFFICIAL RECORDS BOOK 17722, PAGE 4779.

     

    AND
      LESS AND EXCEPT
      FROM THE ABOVE-DESCRIBED REAL PROPERTY, THOSE PARCELS OF LAND CONVEYED TO BEACON
      TRADEPORT COMMUNITY DEVELOPMENT DISTRICT IN THAT WARRANTY DEED (ROADWAY
      DEDICATIONS) RECORDED IN OFFICIAL RECORDS BOOK 18279, PAGE 3427, AS AFFECTED
      BY
      SURVEYOR'S AFFIDAVIT RECORDED IN OFFICIAL RECORDS BOOK 18352, PAGE 2824, AS
      FURTHER CORRECTED IN WARRANTY DEED DATED MARCH 31, 1999, RECORDED UNDER CLERK'S
      FILE NO. 99R-235687, IN OFFICIAL RECORDS BOOK 18595, PAGE 3202.

     

    AND
      LESS AND EXCEPT
      FROM THE ABOVE-DESCRIBED REAL PROPERTY, THAT PARCEL OF LAND CONVEYED TO BEACON
      TRADEPORT COMMUNITY DEVELOPMENT DISTRICT IN THAT WARRANTY DEED (CANAL
      DEDICATION) DATED SEPTEMBER 22, 1998, AND RECORDED IN OFFICIAL RECORDS BOOK
      18291, PAGE 3206, AS CORRECTED IN WARRANTY DEED DATED MARCH 31, 1999, RECORDED
      UNDER CLERK'S FILE NO. 99R235687 IN OFFICIAL RECORDS BOOK 18595, PAGE
      3202.

     

    AND
      LESS AND EXCEPT
      FROM THE ABOVE-DESCRIBED REAL PROPERTY, THAT PARCEL OF LAND (KNOWN AS TRACT
      "F",
      DOLPHIN MALL) CONVEYED TO BEACON TRADEPORT COMMUNITY DEVELOPMENT DISTRICT MORE
      PARTICULARLY DESCRIBED AS EXHIBIT "A" IN THAT WARRANTY DEED DATED MARCH 31,
      1999, AND RECORDED UNDER CLERK'S FILE NO. 99R8235687 IN OFFICIAL RECORDS BOOK
      18595, PAGE 3202.

     

    AND
      LESS AND EXCEPT
      FROM THE ABOVE-DESCRIBED REAL PROPERTY, THAT PARCEL OF LAND (KNOWN AS TRACT
      "E",
      DOLPHIN MALL) CONVEYED TO BEACON TRADEPORT COMMUNITY DEVELOPMENT DISTRICT IN
      THAT WARRANTY DEED DATED MAY 4, 1999, AND RECORDED UNDER CLERK'S FILE NO.
      99R249648 IN OFFICIAL RECORDS BOOK 18606, AT PAGE 724.

     

    AND
      LESS AND EXCEPT
      FROM THE ABOVE-DESCRIBED REAL PROPERTY, THAT PARCEL OF LAND CONTAINING 30.48
      ACRES MORE OR LESS (LANDSCAPE AND VEHICULAR ACCESS PARCEL) CONVEYED TO BEACON
      TRADEPORT COMMUNITY DEVELOPMENT DISTRICT BY DOLPHIN MALL ASSOCIATES LIMITED
      PARTNERSHIP IN THAT WARRANTY DEED DATED MAY 26, 1999, AND RECORDED UNDER CLERK'S
      FILE NO. 99R413281 IN OFFICIAL RECORDS BOOK 18730, PAGE 4209.

     

    ALSO
      LESS AND
      EXCEPT THE FOLLOWING DESCRIBED LANDS:

     

    A
      parcel of land
      lying in the West three-fifths (3/5) of Section 31, Township 53 South, Range
      40
      East, Miami-Dade County, Florida Said parcel lying South of a line formed at
      right angles from the intersection of a line 285.00 feet North of and parallel
      with the North line of the South one-half (1/2) of said Section 31 and the
      East
      line of said West three-fifths (3/5) of said Section 31, lying East of the
      Easterly right-of-way line of N.W. 112th Avenue, lying North of the Northerly
      right-of-way line of N.W. 17th Street, and lying West of the East line of the
      West three-fifths (3/5) of said Section 31, being more particularly described
      as
      follows:

     

    BEGIN
      at said
      intersection on said East line of said West three-fifths (3/5) of said Section
      31 and said line 285.00 feet North of and parallel with the North line of said
      South one-half (1/2) of said Section 31; thence South 88° 16' 20" West at right
      angles to said East line a distance of 418.01 feet to a point of intersection
      with the Easterly right-of-way line of N.W. 112th Avenue, said right-of-way
      being 80.00 feet in width; thence South 01°44'10" East along said Easterly
      right-of-way a distance of 25.61 feet to a point of curvature of a tangent
      curve
      concave to the East; thence Southeasterly along the arc of said curve, to the
      left, having a central angle of 10° 25' 11" and a radius of 1,110.00 feet for an
      arc distance of 201.86 feet to a point of compound curvature of a tangent curve
      concave to the Northeast; thence Southeasterly and Easterly along the arc of
      said curve, to the left, having a central angle of 87° 19' 21" and a radius of
      25.00 feet for an arc distance of 38.10 feet to a point of reverse curvature
      of
      tangent curve concave to the South, said point being on the North right-of-way
      line of N.W. 17th Street, said right-of-way being 70.00 feet in width; thence
      Easterly along said Northerly right-of-way line and said curve, to the right,
      having a central angle of 09°24'47" and a radius of 435.00 feet for an arc
      length of 71.47 feet to a point of tangency; thence North 89°39'19" East a
      distance of 300.52 feet to said East line of said West three-fifths (3/5) of
      said Section 31; thence North 01°43'40" West along said East line a distance of
      250.07 feet to the POINT OF BEGINNING.

     

    ALSO
      LESS AND
      EXCEPT:

     

    Tract
      "C", of
      DOLPHIN MALL, according to the map or plat thereof, as recorded in Plat Book
      156, Page 82, of the Public Records of Miami-Dade County, Florida.

     

    ALSO
      LESS AND
      EXCEPT:

     

    Tract
      "D", of
      DOLPHIN MALL, according to the map or plat thereof, as recorded in Plat Book
      156, Page 82, of the Public Records of Miami-Dade County, Florida.

     

    SAID
      LANDS SITUATE,
      LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA.

     

    PARCEL
      2: -
      EASEMENT ESTATE

     

    All
      of Dolphin Mall
      Associates Limited Partnership rights, title and interest in and to that certain
      easement for surface water runoff and retention, and ingress and egress for
      the
      dredging and construction of drainage lakes, and for the removal of fill
      material, and the use of lake water from drainage lakes for irrigation purposes
      for the benefit of Parcel 1 over and across those lands more particularly
      identified as Parcel 100, Tracts M and L and set forth in that Grant of Easement
      from the State of Florida Department of Transportation to Beacon Tradeport
      Associates Limited Partnership, a Delaware Limited Partnership and Dolphin
      Mall
      Associates Limited Partnership, a Delaware Limited Partnership recorded July
      23,
      1997 in Official Records Book 17722, Page 4789.

     

    PARCEL
      3: -
      EASEMENT ESTATE:

     

    All
      of Dolphin Mall
      Associates Limited Partnership rights, title and interest in and to that certain
      temporary non-exclusive access easement for pedestrian and vehicular access,
      ingress and egress over and across the easement area set forth in that Temporary
      Access Easement Agreement between Beacon Tradeport Community Development
      District and Dolphin Mall Associates Limited Partnership and Beacon Tradeport
      Associates Limited Partnership, dated November 23, 1998 recorded December 8,
      1998 in Official Records Book 18378, Page 399.

     

    PARCEL
      4: -
      EASEMENT ESTATE:

     

    All
      of Dolphin Mall
      Associates Limited Partnership rights, title and interest in and to that certain
      non-exclusive access easement for the benefit of Parcel 1, under, over and
      upon
      the Easement Area for, without limitation, pedestrian, vehicular, utility,
      sewer, water, telephone, access, ingress and egress over and across the Easement
      Area more particularly set forth in that Easement Agreement between Beacon
      Tradeport Community Development District and Dolphin Mall Associates Limited
      Partnership and Beacon Tradeport Associates Limited Partnership dated May 26,
      1999, recorded August 9, 1999, under Clerk's File No. 99R-413282, in Official
      Records Book 18730, Page 4239.

     

    PARCEL
      5 - EASEMENT
      ESTATE:

     

    All
      of Dolphin Mall
      Associate Limited Partnership rights, title and interest in and to that certain
      non-exclusive easement for the benefit of Parcel 1 for access to the utilities,
      water and sewer lines, parking areas, streets, driveways, entrances and exits,
      and other common facilities located on the property of Beacon Tradeport
      Associates Limited Partnership as set forth and more particularly described
      in
      that Easement And Operating Agreement by and among Felix Realty Co., and Beacon
      Tradeport Associates Limited Partnership and Dolphin Mall Associates Limited
      Partnership dated May 15, 1997, recorded May 15, 1997 in Official Records Book
      17640, Page 2649, as affected by Quit-Claim Deed from Beacon Tradeport
      Associates Limited Partnership and Dolphin Mall Associates Limited Partnership
      to the State of Florida Department of Transportation dated July 22, 1997,
      recorded July 23, 1997 in Official Records Book 17722, Page 4785:

     

    PARCEL
      6 - EASEMENT
      ESTATE:

     

    All
      of Dolphin Mall
      Associates Limited Partnership rights, title and interest in and to that certain
      non-exclusive easement for drainage purposes set forth in that Drainage Easement
      Agreement (CDD/Dolphin Mall: Tracts E and F) by Beacon Tradeport Community
      Development District and Dolphin Mall Associates Limited Partnership, dated
      October 6, 1999, recorded October 12, 1999 in Official Records Book 18816,
      Page
      4581, over through and across the following described Tracts:

     

    TRACT
      "E"

     

    A
      portion of the
      West 3/5 of the South 1/2 of Section 31, Township 53 South, Range 40 East,
      Miami-Dade County, Florida, being more particularly described as
      follows:

     

    COMMENCE
      at the
      Southwest corner of said Section 31; thence run N 01° 44' 10" W along the West
      line of said Section 31, a distance of 102.64 feet; thence run N 88° 15' SO" E
      at right angles, for a distance of 70.00 feet to the intersection with the
      East
      line of the West 70.00 feet of the SW 1/4 of said Section 31; thence run N
      01°
44' 10" W along said East line of the West 70.00 feet, a distance of 1,417.31
      feet to the point of intersection with a non-tangent circular curve, concave
      to
      the Northeast, whose Northwesterly prolongation forms a point of tangency with
      the existing Limited Access Right-of-Way line for State Road 821 (as shown
      on
      the Florida Department of Transportation Right-of-Way Map for Section 87005-2310
      at Page 6 of 11); thence from a tangent bearing of S 30° 00' 27" E run
      Southeasterly along said curve to the left, having for its elements a radius
      of
      1,480.00 feet, a central angle of 52° 04' 19" for an arc length of 1,345.07
      feet, to the point of tangency; thence run S 82° 04' 45" E, a distance of
      1,018.61 feet to the POINT OF BEGINNING of the parcel of land hereinafter to
      be
      described; thence continue S 82° 04' 45" E a distance of 1,000.96 feet to the
      point of intersection with a line 10.00 feet West of and parallel with the
      West
      Right-of-Way line of N.W. 111th Avenue as per Right of Way Deed to Miami-Dade
      County recorded in Official Records Book 13114, at Page 1063, of the Public
      Records of Miami-Dade County, Florida; thence N 01° 43' 40" W along said
      parallel line and the West line of the East 45.00 feet of the West 3/5 of
      Section 31, a distance of 391.22 feet to the point of curvature of a circular
      curve, concave to the Southwest; thence run Northwesterly along said curve
      to
      the left, having for its elements a radius of 1,110.00 feet, a central angle
      of
      07° 07' 32" for an arc length of 138.04 feet to a point of tangency; thence run
      N 08° 51' 13" W along the last described line for a distance of 60.65 feet to a
      point of intersection with the North line of the South 1,049.97 feet of said
      Section 31; thence run S 89° 42' 12" W along said North line for a distance of
      317.55 feet to the point of intersection with a non-tangent circular curve,
      said
      point bears S 74° 47' S7" E from the center of said curve; thence Southwesterly
      along the arc of said circular curve to the right concave to the Northwest,
      having a radius of 560.00 feet and a central angle of 43° 03' 32" for an arc
      distance of 420.85 feet to the point of tangency; thence run S 58° 15' 35" W for
      a distance of 104.44 feet to the point of curvature of a circular curve, being
      concave to the Northwest and having a radius of 460.00 feet; thence
      Southwesterly along the arc of said circular curve to the right, through a
      central angle of 39° 39' 40" for an arc distance of 318.42 feet to a POINT OF
      BEGINNING.

     

    AND:

     

    TRACT
      '"F":

     

    A
      portion of the
      West 3/5 of the South 1/2 of Section 31, Township 53 South; Range 40 East,
      Miami-bade County, Florida, being more particularly described as
      follows:

     

    COMMENCE
      at the
      Southwest corner of said Section 31; thence run N 01° 44' 10" W along the West
      line of said Section 31, for a distance of 80.03 feet to the point of
      intersection with the North Right-of-Way line of N.W. 12th Street (as per Right
      of Way Deed recorded in Official Records Book 14415, at Page 420, of the Public
      Records of Miami-Dade County; Florida) said point also being the POINT OF
      BEGINNING of the parcel of land hereinafter to be described; thence continue
      N
      01° 44' 10" W along said Section line for a distance of 1589.56 'feet to the
      point of intersection with a nontangent circular curve, said point bears S
      66°
23' 30" W from the center of the curve; thence Southeasterly along the arc
      of
      said circular curve to the right, concave to the Northeast, having a radius
      of
      1,480.00 feet and a central angle of 06° 23' 55" for an arc distance of 165.29
      feet to a point; thence run S 01° 44' 10" E along a line 70.00 feet East of and
      parallel with the West line of said Section 31, for a distance of 1,417.31
      feet
      to a point curvature of a circular curve, being concave to the Northeast and
      having a radius of 25.00 feet; thence Northeasterly along the arc of said curve
      to the right, through a central angle of 88° 33' 24", for an arc distance of
      38.64 feet to the point of cusp, said point being on the Northerly Right-of-Way
      line of N.W. 12th Street (as per Right of Way Deed, recorded in Official Records
      Book 14415, at Page 420, of the Public Records of Miami-Dade County, Florida);
      thence S 89° 42' 26" W along the last described line for a distance of 94.40
      feet to a point of intersection with the West line of said Section 31, also
      being the POINT OF BEGINNING.

     

    ALSO
      LESS AND
      EXCEPT LANDS CONVEYED TO STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION BY
      WARRANTY DEED RECORDED IN OFFICIAL RECORDS BOOK 19523, PAGE 4187 OF THE PUBLIC
      RECORDS OF MIAMI-DADE COUNTY, FLORIDA.