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                                                                     EXHIBIT 4.7



                                    MORTGAGE,
                   COLLATERAL ASSIGNMENT OF LEASES AND RENTS,
                             SECURITY AGREEMENT, AND
                                 FIXTURE FILING

         THIS MORTGAGE, COLLATERAL ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (hereinafter referred to as this "Mortgage") is
made and entered into as of this ___ day of ____________, 2006, by
____________________________, a ______________ organized under the laws of the
State of _______________, as grantor or mortgagor (hereinafter referred to as
"Mortgagor"), Mortgagor having its principal place of business at
_____________________, in favor of BACK BAY CAPITAL FUNDING, LLC, a Delaware
limited liability company, as grantee or mortgagee, as collateral agent, (in
such capacity, the "Collateral Agent") for the benefit of the Secured Parties
(hereinafter, Back Bay Capital Funding, LLC in its capacity as mortgagee for the
benefit of the Secured Parties is referred to as "Mortgagee"), Mortgagee having
an office at 40 Broad Street, Boston, Massachusetts 02109.

         Each capitalized term used herein but not defined herein shall have the
meaning assigned to such term in the Credit Agreement (as defined herein). As
used herein, Secured Parties shall have the meaning assigned to such term in the
Security Agreement dated of even date herewith by and among the Mortgagor, and
certain Affiliates of the Mortgagor and the Collateral Agent.

         IT IS INTENDED BY MORTGAGOR AND MORTGAGEE THAT THIS MORTGAGE BE
         EFFECTIVE AS A FINANCING STATEMENT FILED WITH THE REAL ESTATE RECORDS
         AS A FIXTURE FILING.

                             W I T N E S S E T H:

          A. Reference is made to that certain Credit Agreement dated as of even
date herewith (as the same may be amended, modified, supplemented or restated
hereafter, the "Credit Agreement"), by and among Marsh Supermarkets, LLC, the
Mortgagor and certain Affiliates of the Mortgagor (singly, a "Borrower", and
collectively, the "Borrowers"); the financial institutions from time to time
party thereto as lenders (collectively, the "Lenders"); Back Bay Capital
Funding, LLC, as administrative agent (in such capacity, the "Administrative
Agent"), and Mortgagee.

          B. Pursuant to the Credit Agreement, each of the Lenders has agreed to
lend to the Borrowers on a term basis, a term loan in the aggregate principal
amount of up to $25,000,000 (the "Term Loan") on the terms and subject to the
conditions specified in the Credit Agreement. The Obligations under the Credit
Agreement are due and payable in full on January 6, 2008.

          C. The obligations of the Lenders to make the Term Loan are
conditioned upon, among other things, the execution and delivery by the
Mortgagor of this Mortgage, to




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secure the due and punctual payment and performance of the following described
indebtedness and obligations: (a) all Obligations; and (b) any and all
additional advances made by any Secured Party, to the extent made consistent
with the terms hereof, to protect or preserve the Mortgaged Property or the
security interest created hereby on the Mortgaged Property, or for taxes,
assessments or insurance premiums as hereinafter provided or for performance of
any of Mortgagor's obligations hereunder or under the other Loan Documents or
for any other purpose provided herein or in the other Loan Documents (whether or
not the original Mortgagor remains the owner of the Mortgaged Property at the
time of such advances) (hereinafter (a) and (b) shall collectively be referred
to as the "Secured Obligations").

          D. Pursuant to the requirements of the Credit Agreement, the Mortgagor
is granting this Mortgage in favor of the Mortgagee, for the ratable benefit of
the Secured Parties to create a security interest in the Mortgaged Property (as
defined herein) to secure the performance and payment by the Mortgagor of the
Secured Obligations. The Credit Agreement also requires the granting by the
Mortgagor and other Loan Parties of other mortgages (the "Other Mortgages") that
create security interests in certain mortgaged properties other than the
Property to secure the performance of the Secured Obligations.

          E. Although the Mortgagor is obligated to the Secured Parties for the
full amount of the Secured Obligations, the Mortgagee agrees that the Secured
Obligations of the Mortgagor to the Secured Parties secured by this Mortgage and
all the Other Mortgages on Real Estate shall be limited to the outstanding
balance of the Secured Obligations in an amount not to exceed $50,000,000.00 and
all future modifications, extensions and renewals of any indebtedness or
obligations secured by this Mortgage.

                                GRANTING CLAUSE:

          NOW THEREFORE, IN CONSIDERATION OF TEN AND NO/100 DOLLARS ($10.00) AND
     OTHER GOOD AND VALUABLE CONSIDERATION, including the extensions of credit
     and other financial accommodations made available to Borrowers, the receipt
     and sufficiency whereof are hereby acknowledged by Mortgagor, and in order
     to secure the Secured Obligations, Mortgagor does hereby MORTGAGE AND
     WARRANT unto the Mortgagee, for the ratable benefit of the Secured Parties,
     and their respective successors and assigns, all of the following described
     property (hereinafter those items of property described in subparagraphs
     (a), (b) and (c), below, collectively referred to as the "Property", and
     together with the property described in subparagraphs (d), (e) and (f),
     collectively, the "Mortgaged Property") and CONVEYS and WARRANTS to
     Mortgagee a security interest in and lien upon the following property,
     to-wit:

          (a) All those certain tracts or parcels of land described in Exhibit A
          attached hereto and by this reference made a part hereof, together
          with all right, title and interest of Mortgagor, including any
          after-acquired title or reversion, in and to the rights-of-ways,
          streets, and alleys adjacent thereto, and all easements,
          rights-of-way, licenses, operating agreements, strips and gores of
          land, vaults, streets, ways, alleys, passages, sewers, sewer rights,
          waters, water courses, water rights and powers, oil, gas and other
          minerals, flowers, shrubs, crops, trees, timber and other



                                       2
<PAGE>

          emblements now or hereafter located on such land or under or above
          same, and all estates, rights, titles, interests, privileges,
          liberties, tenements, hereditaments and appurtenances whatsoever, in
          any way belonging, relating to or appertaining to said tracts or
          parcels of land or any part thereof, or which hereafter shall in any
          way belong, relate or be appurtenant thereto, whether now owned or
          hereafter acquired by Mortgagor and the reversion and reversions,
          remainder and remainders, and all the estate, right, title, interest,
          property, possession, claim and demand whatsoever at law, as well as
          in equity, of the Mortgagor of, in and to the same (hereinafter
          referred to as the "Owned Land"); and

          (b) All of the Mortgagor's right, title and interest in and to each
          leasehold estate created pursuant to the ground lease or ground leases
          more particularly described in Exhibit B hereto (such ground lease or
          ground leases, as amended, supplemented, or otherwise modified from
          time to time, individually, a "Ground Lease" and, collectively, the
          "Ground Leases") and affecting the land more particularly described in
          Exhibit C hereto (the "Leased Land", together with the Owned Land, the
          "Land"), including, without limitation, all rights of the Mortgagor
          under each Ground Lease; and

          (c) All buildings, structures, parking areas, landscaping, fixtures,
          and other improvements of every nature now or hereafter situated,
          erected or placed on the Land (hereinafter referred to as the
          "Improvements"); and

          (d) All present and future leases, tenancies, occupancies and
          licenses, whether written or oral ("Property Leases") of the Land, and
          the Improvements, or any combination or part thereof, and all income,
          rents, issues, royalties, profits, revenues, security deposits and
          other benefits of the Land, and the Improvements, from time to time
          accruing, all payments under Property Leases, and all payments on
          account of oil and gas and other mineral Property Leases, working
          interests, production payments, royalties, overriding royalties,
          rents, delay rents, operating interests, participating interests and
          other such entitlements, and all the estate, right, title, interest,
          property, possession, claim and demand whatsoever at law, as well as
          in equity, of Mortgagor of, in and to the same (hereinafter referred
          to as the "Revenues"); and

          (e) To the extent assignable, all the right, title and interest of
          Mortgagor in and to all construction contracts, subcontracts,
          architectural agreements, labor, material and payment bonds,
          guaranties and warranties, and plans and specifications relating to
          the construction of Improvements on the Land, whether now or hereafter
          existing, including, without limitation (i) any architectural or
          engineering agreement entered into with respect to the design of said
          Improvements and other architectural or engineering services, (ii) the
          plans and specifications for the construction of said Improvements
          prepared by the architect, and (iii) any contractor's agreement
          entered into with respect to construction of Improvements on the Land
          (hereinafter collectively referred to as the "Contracts"); and



                                       3
<PAGE>

          (f) All insurance proceeds and all other proceeds (including all
          Proceeds as defined in the UCC), products, substitutions and
          accessions of the foregoing of every type.

     TO HAVE AND TO HOLD the Property and all parts, rights, members and
appurtenances thereof, to the use, benefit and behoof of Mortgagee for the
ratable benefit of the Secured Parties and the successors and assigns of
Mortgagee, (i) in fee simple forever as to the Owned Land and (ii) good
marketable leasehold title as to the Leased Land; and Mortgagor covenants that
Mortgagor is lawfully seized and possessed of the Property and (i) holds
marketable fee simple absolute title to Owned Property, and (ii) holds
marketable leasehold title to the Leased Land, and in each instance has good
right to convey the Property and that the conveyances in this Mortgage are
subject to only to those matters which are reflected on Schedule B to the Title
Insurance Policy delivered to the Mortgagee by the Mortgagor (hereinafter,
referred to as the "Permitted Liens"). Except for the Permitted Liens, Mortgagor
does warrant and will forever defend the title to the Mortgaged Property against
the claims of all persons whomsoever.

     The lien and security interest on and in the Mortgaged Property conveyed
and granted to Mortgagee pursuant to this Mortgage is given to secure the
payment and performance of the Secured Obligations, the payment of present and
future indebtedness from Lenders to Mortgagee, and the performance of the
covenants and agreements herein contained. Interest shall accrue on the Secured
Obligations at a variable rate as provided in the Credit Agreement.

     To further secure Mortgagor's payment and performance of the Secured
Obligations, Mortgagor hereby grants to Mortgagee a security interest in the
Mortgaged Property located on or at the Land and in all products and proceeds
thereof and all replacements, modifications, additions, improvements,
accessions, betterments, substitutions, annexations, accessories, parts and the
like, now in, attached to, or which may hereafter at anytime be placed in or
added to any of the Mortgaged Property located on or at the Land, including,
without limitation, any and all property of similar type or kind hereafter
located on or at the Land for the purpose of securing all obligations of
Mortgagor contained in any of the Loan Documents.

     This Mortgage is intended to constitute: (i) a "security agreement,"
"financing statement," and "fixture filing" (with respect to goods which are or
are to become fixtures with respect to the Land) as those terms are used for the
purposes of the Uniform Commercial Code in effect from time to time in the State
of Indiana (the "UCC"); and (ii) a notice of assignment of rents and profits
under Indiana Code 32-21-4-2. This Mortgage is also intended to operate and be
construed as an absolute present assignment of the rents, issues and profits of
the Property, Mortgagor hereby agreeing that Mortgagee is entitled to receive
the rents, issues and profits of the Property prior to an Event of Default and
without entering upon or taking possession of the Property.

     Mortgagor hereby further covenants and agrees with Mortgagee as follows:

     1. Payment and Performance of Secured Obligations.



                                       4
<PAGE>

     Mortgagor shall promptly pay the Secured Obligations when due, and fully
and promptly perform all of the provisions, agreements, covenants and
obligations of the Mortgagor, subject to all applicable grace and cure periods.

     2. Impositions, Liens and Charges.

          Mortgagor shall pay all the yearly water and sewer bills, real estate
     taxes, ad valorem taxes, personal property taxes, assessments, betterments,
     common area maintenance charges, all governmental charges of every name and
     restriction which may be levied on the Property as well as the yearly
     premium installments for the insurance covering the Property as required
     pursuant to Paragraph 3 hereof (hereinafter collectively referred to as the
     "Impositions") and other charges, if any, attributable to the Property,
     subject to the Mortgagor's right to contest, provided such contest complies
     with terms of Section 5.05 of the Credit Agreement. Mortgagor shall
     promptly furnish to Agents all bills and notices of amounts due under this
     Paragraph 2, and, Mortgagor shall furnish to Agents evidence of such
     payments at least five (5) days prior to the dates on which such payments
     are delinquent for taxes. Mortgagor shall promptly discharge (by bonding,
     payment or otherwise) any Lien filed against the Property (other than
     Permitted Liens).

     3. Property and Other Insurance. (a) The Mortgagor shall (i) maintain or
     shall cause to be maintained insurance with financially sound and reputable
     insurers reasonably acceptable to the Administrative Agent (or a program of
     self-insurance reasonably acceptable to Agents) on the Property and in at
     least such amounts and against at least such risks as is customary with
     companies in the same or similar businesses operating in the same or
     similar locations, including public liability insurance against claims for
     personal injury or death occurring upon, in or about or in connection with
     the use of any properties owned, occupied or controlled by it; (ii)
     maintain such other insurance as may be required by law; and (iii) furnish
     to the Administrative Agent, upon written request, full information as to
     the insurance carried.

              (b) Fire and extended coverage policies maintained with respect
     to any Property shall be endorsed or otherwise amended to include (i) a
     non-contributing mortgagee clause (regarding the Improvements), in form and
     substance reasonably satisfactory to the Agents, which endorsements or
     amendments shall provide that the insurer shall pay all proceeds otherwise
     payable to the Mortgagor under the policies directly to the Administrative
     Agent, (ii) a provision to the effect that none of the Mortgagor, Secured
     Parties nor any other Person shall be a co-insurer, and (iii) such other
     provisions as the Administrative Agent may reasonably require from time to
     time to protect the interests of the Secured Parties. Commercial general
     liability policies shall be endorsed to name the Administrative Agent as an
     additional insured. Business interruption policies shall name the
     Administrative Agent as loss payee and shall be endorsed or amended to
     include (i) a provision that, from and after the Closing Date, the insurer
     shall pay all proceeds otherwise payable to the Mortgagor under



                                       5
<PAGE>

     the policies directly to the Administrative Agent, (ii) a provision to the
     effect that none of the Mortgagor, Secured Parties or any other Person
     shall be a co-insurer, and (iii) such other provisions as the
     Administrative Agent may reasonably require from time to time to protect
     the interests of the Secured Parties. Each such policy referred to in this
     paragraph also shall provide that it shall not be canceled, modified or not
     renewed (i) by reason of nonpayment of premium except upon not less than
     ten (10) days' prior written notice thereof by the insurer to the
     Administrative Agent (giving the Administrative Agent the right to cure
     defaults in the payment of premiums), or (ii) for any other reason except
     upon not less than thirty (30) days' prior written notice thereof by the
     insurer to the Administrative Agent. The Mortgagor shall deliver to the
     Administrative Agent, prior to the cancellation, modification or nonrenewal
     of any such policy of insurance, a copy of a renewal or replacement policy
     (or other evidence of renewal of a policy previously delivered to the
     Administrative Agent) together with evidence satisfactory to the
     Administrative Agent of payment of the premium therefor.

              (c) In the event that the Mortgagor at any time or times shall
     fail to obtain or maintain any of the policies of insurance required hereby
     or to pay any premium in whole or part relating thereto, either of the
     Agents may, without waiving or releasing any obligation or liability of the
     Mortgagor hereunder or any Default or Event of Default, in its sole
     discretion, obtain and maintain such policies of insurance and pay such
     premium and take any other actions with respect to as such Person deems
     advisable in such Person's reasonable discretion. All sums disbursed by
     either of the Agents in connection with this Paragraph 3(c), including
     reasonable attorneys' fees, court costs, expenses and other charges
     relating thereto, shall be payable, upon demand, by the Mortgagor to such
     Person and shall be additional Secured Obligations secured hereby.

              (d) In the event of any loss or damage to the Property, the
     Mortgagor shall give prompt written notice to the insurance carrier and to
     the Agents. Prior to the occurrence of any Event of Default Mortgagor shall
     have the right to make proof of such loss, to adjust and compromise any
     claim under insurance policies, and to appear in and prosecute any action
     arising from such insurance policies, provided that no settlement thereof
     shall be made without the prior consent of Agents. Mortgagor hereby
     irrevocably makes, constitutes and appoints each Agent (and all officers,
     employees or agents designated by each Agent) as Mortgagor's true and
     lawful agent and attorney-in-fact, exercisable after the occurrence and
     during the continuance of an Event of Default, to make proof of such loss,
     to adjust and compromise any claim under insurance policies, and to appear
     in and prosecute any action arising from such insurance policies. Upon the
     occurrence of an Event of Default, Administrative Agent is authorized to
     collect and receive insurance proceeds, and to deduct therefrom
     Administrative Agent's expenses incurred in the collection of such
     proceeds. Mortgagor further authorizes Administrative Agent, at
     Administrative Agent's option, whether or not an Event of Default has
     occurred, to apply the balance of such proceeds to the



                                       6
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     payment of the Secured Obligations in accordance with the terms of the
     Credit Agreement.

     4. Preservation and Maintenance. Mortgagor (a) shall not permit or commit
     waste, impairment, or deterioration of the Property or abandon the
     Property, (b) shall restore or repair promptly and in a good and
     workmanlike manner all or any part of the Property in the event of any
     damage, injury or loss thereto, to the equivalent of its condition prior to
     such damage, injury or loss, or such other condition as Agents may approve
     in writing, (c) shall keep the Property, including the Improvements, in
     good order, repair and tenantable condition and shall replace fixtures,
     equipment, machinery and appliances on the Property when necessary to keep
     such items in good order, repair, and tenantable condition, and (d) shall
     comply with all laws, ordinances, regulations and requirements of any
     governmental body, as well as any reciprocal easement agreements or
     covenants of record, applicable to the Property, subject to the Mortgagor's
     right to contest, provided such contest complies with terms of Section 5.05
     of the Credit Agreement. Mortgagor covenants and agrees to give
     Administrative Agent prompt notice of any non-compliance with such laws,
     ordinances, regulations or requirements and of any notice of non-compliance
     therewith which it receives or any threatened or pending proceedings in
     respect thereto or with respect to the Property. Neither Mortgagor nor any
     tenant or other person shall remove, demolish or alter any Improvements now
     existing or hereafter erected on the Property, without the prior consent of
     Agents, not to be unreasonably withheld, except to the extent the same
     would impair the structural integrity or value of the Property.

     5. Transfers. Except as otherwise provided in the Credit Agreement,
     Mortgagor will not, directly or indirectly, without the prior written
     consent of Agents in each instance: (a) sell, convey, assign, transfer,
     option, mortgage, pledge, hypothecate or dispose of the Mortgaged Property,
     or any part thereof or interest therein; or (b) create or suffer to be
     created or to exist any Lien, restriction, or attachment of any kind upon
     the Mortgaged Property, or any part thereof or interest therein other than
     the Permitted Liens.

     6. Hazardous Materials Warranties and Indemnification.

     (a) Environmental Representations and Warranties of Mortgagor. In addition
     to the representations and warranties made in Credit Agreement, Mortgagor
     represents and warrants to each Secured Party as follows:

          (i) There are no existing or closed underground storage tanks ("USTs")
     on the Property (i) from which Hazardous Materials have been released or
     leaked to the environment, or (ii) that are not in compliance with all
     federal, state, and local laws and regulations covering the installation,
     operation, maintenance and abandonment of USTs.



                                       7
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          (ii) None of the following will hereafter be brought on or constitute
     a part of the Property: friable asbestos or friable asbestos-containing
     material; urea formaldehyde insulation; transformers or other equipment
     which contain dielectric fluid containing polychlorinated biphenyls; or
     leaded paint, except as may be brought on the Property in accordance with
     law or for use or sale in connection with the current use of the Property.

          (iii) There are no existing or closed sanitary landfills, solid waste
     disposal sites, or hazardous waste treatment, storage or disposal
     facilities on the Property except as have been disclosed to relevant
     Governmental Authorities and as have been regulated, operated, monitored,
     assessed and (as necessary) remediated in accordance with law.

          (iv) To the best of Mortgagor's knowledge, no pending or current
     notice has been issued to Mortgagor by any agency, authority, or unit of
     government that Mortgagor has been identified as a potentially responsible
     party under any Environmental Law.

          (v) To the best of Mortgagor's knowledge, there exists no pending or
     current investigation, action, proceeding, or claim by any Governmental
     Authority or by any third party which could result in any liability,
     penalty, sanction, or judgment under any Environmental Law with respect to
     any condition, use or operation of the Property.

          (vi) The Land is not "property" as defined in the Indiana Code
     13-11-2-174, and no disclosure document under Indiana Code 13-25-3-1, et.
     seq. (Indiana Responsible Property Transfer Law), is required for this
     transaction.

     (b) Environmental Covenants of Mortgagor. In addition to the Mortgagor's
     covenants in the Credit Agreement, the Mortgagor covenants and agrees with
     each Secured Party that Mortgagor shall:

          (i) remain in material compliance with all Environmental Laws;

          (ii) not store (except in compliance with all Environmental Laws
     pertaining thereto), dispose of, release or allow the release of any
     Hazardous Materials on the Property;

          (iii) neither directly nor indirectly transport or arrange for the
     transport of any Hazardous Materials (except in compliance with all
     Environmental Laws pertaining thereto); and

          (iv) upon the request of any Agent, if such Agent has reason to
     believe that Hazardous Materials are stored, released or disposed of on the
     Property, except in compliance with all Environmental Laws pertaining
     thereto, take all reasonable action (including, without limitation, the
     conducting of reasonably scoped environmental assessments at the sole
     expense of the Mortgagor in



                                       8
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     accordance with subparagraph (c) hereof) to confirm that no Hazardous
     Materials are stored, released or disposed of on the Property.

     (c) Environmental Indemnity. Mortgagor covenants and agrees, at Mortgagor's
     sole cost and expense, to indemnify, defend (at trial and appellate levels,
     and with attorneys, consultants and experts reasonably acceptable to
     Agents) and hold each Indemnitee harmless from and against any and all
     Liens, damages, losses, liabilities, obligations, settlement payments,
     penalties, assessments, citations, directives, claims, litigation, demands,
     defenses, judgments, suits, proceedings, costs, disbursements or expenses
     of any kind or of any nature whatsoever with respect to any Environmental
     Liability in accordance with Section 9.03(b) of the Credit Agreement,
     including, without limitation (i) the costs of assessment, containment
     and/or removal of any and all Hazardous Materials from all or any portion
     of the Property as required by law, (ii) the costs of any actions taken as
     required by law in response to a release of any Hazardous Materials on, in,
     under or affecting all or any portion of the Property in order to prevent
     or minimize such release so that it does not migrate to adjacent properties
     or cause or threaten significant risk to present or future public health,
     safety, welfare or the environment. Indemnitees' rights under this
     Paragraph shall be in addition to all other rights of Indemnitees under
     this Mortgage and the other Loan Documents and payments by Mortgagor under
     this paragraph shall not reduce Mortgagor's obligations and liabilities
     under any of the Loan Documents, other than the Mortgagor's obligations and
     liabilities pursuant to the Environmental Indemnity Agreement of even date
     herewith (as amended and in effect) by and among the other Loan Parties, to
     the extent such payment relates to the Property.

     (d) Notice to Administrative Agent. If Mortgagor receives any notice or
     obtains knowledge of (i) any potential or known release of any Hazardous
     Materials at or from the Property, notification of which must be given to
     any Governmental Authority under any Environmental Law, or notification of
     which has, in fact, been given to any Governmental Authority, or (ii) any
     complaint, order, citation or notice with regard to air emissions, water
     discharges, or any other environmental health or safety matter affecting
     Mortgagor or the Property (an "Environmental Complaint") from any Person
     (including, without limitation, the Environmental Protection Agency), then
     Mortgagor shall immediately notify Administrative Agent orally and in
     writing of said release or Environmental Complaint. Upon such notification,
     Agents may, at their election, obtain one or more reasonably scoped
     environmental assessments of the Property prepared by a geohydrologist, an
     independent engineer or other qualified consultant or expert approved by
     the Agents, provided, however, so long as no Event of Default has occurred
     and is continuing and no emergency situation in which there is danger to
     person or property (as determined by Agents in their good faith judgment)
     exists, Mortgagor shall have the right to approve any sampling or other
     invasive testing, such approval not to be unreasonably withheld or delayed,
     which evaluates or confirms (i) whether any Hazardous Materials are present
     in the soil or water at or adjacent to the Property, and (ii) whether the
     use and operation of the Property comply materially with all Environmental
     Laws. Environmental assessments may



                                       9
<PAGE>

     include detailed visual inspections of the Property, including, without
     limitation, any and all storage areas, storage tanks, drains, dry wells and
     leaching areas, and the taking of soil samples, surface water samples and
     ground water samples, as well as such other investigations or analyses as
     are reasonably necessary or appropriate for a determination of the
     compliance of the Property in all material respects and the use and
     operation thereof with all applicable Environmental Laws. All such
     environmental assessments shall be at the cost and expense of the
     Mortgagor. Subject to Section 5.09 of the Credit Agreement, to the extent
     necessary to allow the Agents to obtain the environmental assessments
     provided for herein, the Mortgagor agrees that the Agents and the
     representatives and agents of the Agents shall have a right to enter upon,
     visit and inspect the Property, provided that in no event shall Agents'
     exercise of this right unreasonably interfere with Mortgagor's use and
     enjoyment of the Property.

     (e) Survival, Assignability, and Transferability.

          (i) The warranties, representations and indemnity set forth in this
     Paragraph 6 shall survive the payment and performance of the Secured
     Obligations and any exercise by Mortgagee of any remedies under this
     Mortgage, including without limitation, any remedy in the nature of
     foreclosure, and shall not merge with any deed given by Mortgagor to
     Mortgagee or any Secured Party in lieu of foreclosure. Notwithstanding the
     foregoing, the indemnity set forth in Section 6(c) above shall terminate
     twelve (12) months after all of the Obligations have been paid and
     performed in full and the Lenders have no further commitment to lend,
     provided that (i) Mortgagor has sold or transferred the Property (and
     provided that Mortgagee has not foreclosed or otherwise become the owner of
     the Property), (ii) neither Mortgagor nor Mortgagee has then received
     notice of or has knowledge of any violation of any Environmental Law or
     release of Hazardous Materials in violation of any Environmental Law, and
     (iii) Mortgagor has delivered to Mortgagee a current environmental
     assessment report indicating to Mortgagee's satisfaction that the Property
     is free of any Hazardous Materials at concentrations exceeding those
     allowed by Environmental Laws and not including any recommendations for
     further testing or remedial action.

          (ii) It is agreed and intended by Mortgagor and Mortgagee that the
     warranties, representations and indemnity set forth above in this Paragraph
     6 may be assigned or otherwise transferred by Mortgagee to its successors
     and assigns and to any subsequent purchasers of all or any portion of the
     Property by, through or under Mortgagee, without notice to Mortgagor and
     without any further consent of Mortgagor. To the extent consent or any such
     assignment or transfer is required by law, advance consent to any such
     assignment or transfer is hereby given by Mortgagor in order to maximize
     the extent and effect of such warranties, representations and indemnity
     given hereby.

     7. Use of Property. Unless required by applicable law or unless Agents have
     otherwise consented thereto in writing, which consent shall not be
     unreasonably



                                       10
<PAGE>

     withheld or delayed, (i) Mortgagor shall not allow changes in the nature of
     the occupancy or use for which the Property was intended at the time this
     Mortgage was executed, and (ii) Mortgagor shall not initiate a change in
     the zoning classification of the Property or subject the Property to
     restrictive or negative covenants. Mortgagor shall comply with, observe and
     perform all zoning and other laws affecting the Property, all restrictive
     covenants affecting the Property, and all licenses and permits affecting
     the Property, subject to the Mortgagor's right to contest, provided such
     contest complies with terms of Section 5.05 of the Credit Agreement.

     8. Protection of Mortgagee's Security. If Mortgagor fails to perform the
     covenants and agreements contained in this Mortgage, or if any action or
     proceeding is commenced which affects the Mortgaged Property or title
     thereto or the interest of Mortgagee therein in any material respect,
     including, but not limited to, eminent domain, or code enforcement, then
     either Agent, at such Agent's option, may make such appearances, disburse
     such sums and take such action as such Agent deems reasonably necessary to
     protect Mortgagee's interest herein, including, but not limited to,
     disbursement of reasonable attorneys' fees, payment, contest or compromise
     of any Lien which is prior to the Lien of this Mortgage, and entry upon the
     Property to make repairs. Any amounts disbursed by any Agent pursuant to
     this Paragraph 8, with interest thereon, shall become a portion of the
     Secured Obligations. Unless Mortgagor and such Agent agree to other terms
     of payment, such amounts shall be payable upon notice from such Agent to
     Mortgagor requesting payment thereof and shall bear interest from the date
     of disbursement at the default rate stated in Section 2.05 the Credit
     Agreement (the "Default Rate") unless collection from Mortgagor of interest
     at such rate would be contrary to applicable law, in which event such
     amounts shall bear interest at the highest rate which may be collected from
     Mortgagor under Applicable Law. Mortgagor shall have the right to prepay
     such amounts in whole or in part at any time. Nothing contained in this
     Paragraph 8 shall require any Agent to incur any expense or do any act.

     9. Condemnation. Except during the continuance of any Event of Default,
     Mortgagor shall have the right to commence, appear in and prosecute any
     action or proceeding relating to any condemnation or other taking of the
     Property and to settle or compromise any claim in connection with such
     condemnation or other taking, provided that no settlement thereof shall be
     made without the prior consent of Agents. Mortgagor hereby irrevocably
     makes, constitutes and appoints each Agent (and all officers, employees or
     agents designated by each Agent), exercisable after the occurrence and
     during the continuance of an Event of Default, to commence, appear in and
     prosecute, in such Agent's name or Mortgagor's name, any action or
     proceeding relating to any condemnation or other taking of the Property and
     to settle or compromise any claim in connection with such condemnation or
     other taking. The proceeds of any award or claim for damages, direct or
     consequential, in connection with any condemnation, or other taking of the
     Property, or part thereof, or for conveyances in lieu of condemnation, are
     hereby assigned to Mortgagee. Mortgagor authorizes


                                       11
<PAGE>

     Administrative Agent to apply such awards, proceeds or damages, after the
     deduction of Agents' expenses incurred in the collection of such amounts,
     in the manner provided in the Credit Agreement. Mortgagor agrees to execute
     such further assignment of any awards, proceeds, damages or claims arising
     in connection with such condemnation or injury that Agents may require.

     10. Mortgagor and Lien Not Released. From time to time, without affecting
     the obligation of Mortgagor or Mortgagor's successors or assigns to pay the
     Secured Obligations and to observe the covenants of Mortgagor contained in
     this Mortgage and the other Loan Documents, and without affecting the
     guaranty of any Person, for payment or performance of the Secured
     Obligations, and without affecting the Lien or priority of Lien of this
     Mortgage on the Mortgaged Property, any Agent may, at such Agent's option,
     without giving notice to or obtaining the consent of Mortgagor, Mortgagor's
     successors or assigns or of any Facility Guarantor, and without liability
     on any Secured Party's part, but subject to the terms and conditions of the
     Credit Agreement, grant extensions or postponements of the time for payment
     of the Secured Obligations or any part thereof, release anyone liable on
     any of the Secured Obligations, accept a renewal note or notes therefor,
     release from this Mortgage any part of the Mortgaged Property, take or
     release other or additional security, reconvey any part of the Mortgaged
     Property, consent to any map or plat or subdivision of the Property,
     consent to the granting of any easement, join in any extension or
     subordination agreement and agree in writing with Mortgagor to modify the
     terms and conditions of any Loan Document. Mortgagor shall pay such title
     insurance premiums and attorneys' fees as may be incurred, at Agents'
     option, for any such action if taken at Mortgagor's request.

     11. Forbearance Not Waiver. Any forbearance by any Agent or any other
     Secured Party in exercising any right or remedy hereunder, or otherwise
     afforded by Applicable Law, shall not be a waiver of or preclude the
     exercise of any right or remedy hereunder. The procurement of insurance or
     the payment of taxes or other Liens by any Agent shall not be a waiver of
     Agents' right to accelerate the maturity of the Secured Obligations.
     Agents' receipt of any awards, proceeds or damages under Paragraphs 3 and 9
     hereof shall not operate to cure or waive Mortgagor's default in payment of
     the Secured Obligations.

     12. Property Leases and Revenues.

          (a) As part of the consideration for the Secured Obligations,
     Mortgagor hereby absolutely and unconditionally assigns and transfers to
     Mortgagee for the ratable benefit of the Secured Parties all of Mortgagor's
     right, title and interest in and to the Property Leases and the Revenues,
     including those now due, past due or to become due by virtue of any
     Property Lease for the occupancy or use of all or any part of the Property.
     Mortgagor hereby represents and warrants as follows:



                                       12
<PAGE>

               (i) Mortgagor is the sole and absolute owner of the entire
     landlord's or lessor's interest in the Property Leases and said rents,
     issues and profits and shall not assign its interest in, to or under any of
     the Property Leases or the Revenues to any person or entity other than the
     Mortgagee;

               (ii) Mortgagor has made no prior assignment of any of the
     Property Leases or with respect to any of said rents, issues or profits;
     and

               (iii) Mortgagor has neither done any act nor omitted to do any
     act which might prevent Mortgagee from, or limit Mortgagee in, acting under
     any of the provisions of this assignment pursuant to this Mortgage.

          (b) Mortgagor agrees that neither the foregoing assignment of Property
     Leases and Revenues, nor the exercise of any of Mortgagee's rights and
     remedies under Paragraph 18 hereof shall be deemed to make Mortgagee a
     mortgagee-in-possession or otherwise responsible or liable in any manner
     with respect to the Property Leases, the Property or the use, occupancy,
     enjoyment or operation of all or any portion thereof, unless and until
     Mortgagee, in person or by agent, assumes actual possession thereof. Nor
     shall the appointment of any receiver for the Property by any court at the
     request of Mortgagee or by agreement with Mortgagor, or the entering into
     possession of any part of the Property by such receiver, be deemed to make
     Mortgagee a mortgagee-in-possession or otherwise responsible or liable in
     any manner with respect to the Property Leases, the Property or the use,
     occupancy, enjoyment or operation of all or any portion thereof.

          (c) If Mortgagee or a receiver enters upon, takes possession of and
     maintains control of the Property, all Revenues thereafter collected shall
     be applied first to the costs of taking control of and managing the
     Property and collecting the Revenues, including, but not limited to,
     reasonable attorneys' fees actually incurred, receiver's fees, premiums on
     receiver's bonds, costs of repairs to the Property, premiums on insurance
     policies, Impositions and other charges on the Property, and the costs of
     discharging any obligation or liability of Mortgagor as landlord, lessor or
     licensor of the Property and then to the Secured Obligations, in the manner
     set forth in the Credit Agreement. Agents and/ or the receiver shall have
     access to the books and records used in the operation and maintenance of
     the Property and shall be liable to account only for those Revenues
     actually received. Mortgagee shall not be liable to Mortgagor, anyone
     claiming under or through Mortgagor or anyone having an interest in the
     Property by reason of anything done or left undone by Mortgagee pursuant to
     Paragraph 18 hereof. If the Revenues are not sufficient to meet the costs
     of taking control of and managing the Property and collecting the Revenues,
     any monies expended by Mortgagee for such purposes shall become a portion
     of the Secured Obligations. Unless Mortgagee and Mortgagor agree in writing
     to other terms of payment, such amounts shall be payable upon notice from
     Mortgagee to Mortgagor requesting payment thereof and shall bear interest
     from the date of disbursement at the Default Rate, unless payment of
     interest at such rate would be contrary to



                                       13
<PAGE>

     applicable law, in which event such amounts shall bear interest at the
     highest rate which may be collected from Mortgagor under applicable law.
     The entering upon and taking possession of and maintaining of control of
     the Property by Mortgagee or the receiver pursuant to the provisions of
     this Mortgage and the application of Revenues as provided herein shall not
     cure or waive any Event of Default or invalidate any other right or remedy
     of Mortgagee hereunder.

          (d) At the Mortgagee's request, the Mortgagor shall enter into a
     Subordination, Nondisturbance and Attornment Agreement in form and
     substance reasonably acceptable to Mortgagee with respect to all Property
     Leases with tenants of the Property which are not Affiliates of the
     Mortgagor.

     13. Property Leases and Collection of Revenues. Except as provided for in
     Section 6.05 of the Credit Agreement, Mortgagor will not, without the
     consent of Agents in writing, which consent shall not be unreasonably
     withheld or delayed, enter into any Property Lease of all or any portion of
     the Property or amend, supplement or otherwise modify, or terminate or
     cancel, or accept the surrender of, or consent to the assignment or
     subletting of, or grant any concessions to or waive the performance of any
     obligations of any tenant, lessee or licensee under, any now existing or
     future Property Lease. Mortgagor agrees not to collect or accept the
     payment of any Revenues, or other income or profit from, or on account of,
     any use or occupancy of the Property, in advance of the time when such
     payment becomes due unless such amount is delivered to Mortgagee to be
     applied to the Secured Obligations, in the manner set forth in the Credit
     Agreement.

     14. Ground Leases.

          (a) Each Ground Lease is in full force and effect in accordance with
     the terms thereof, and has not been modified except as expressly set forth
     on Exhibit B hereto. Mortgagor has delivered to the Mortgagee a true,
     correct and complete copy of each Ground Lease. To the best knowledge of
     the Mortgagor, no material default exists, and no event or act has occurred
     and no condition exists which with the passage of time or the giving of
     notice or both would constitute a material default, under any Ground Lease.
     The execution and delivery of this Mortgage by the Mortgagor (i) does not
     require the consent or approval of the landlord under any Ground Lease, and
     (ii) will not violate or result in a default under any Ground Lease.

          (b) The Mortgagor shall at all times promptly and faithfully keep and
     perform, or cause to be kept and performed in all material respects, all
     the covenants and conditions contained in each Ground Lease by the lessee
     therein to be kept and performed and shall conform to and comply with the
     terms and conditions of each Ground Lease, and the Mortgagor further
     covenants that it will not do or permit anything to be done, the doing of
     which, or refrain from doing anything, the omission of which, will impair
     the security of this Mortgage or will be reason for declaring a default
     under any Ground Lease.


                                       14
<PAGE>

          (c) The Mortgagor shall furnish to any Agent, promptly upon such
     Agent's request, any and all information concerning the performance by the
     Mortgagor and the landlord under any Ground Lease of the covenants of any
     Ground Lease, including, without limitation, all notices of default.

          (d) After the occurrence and during the continuance of an Event of
     Default, the Mortgagee may (but shall not be obligated to) take any such
     action as the Mortgagee deems necessary or desirable to cure, in whole or
     in part, any failure of compliance by the Mortgagor under any Ground Lease;
     and upon the receipt by the Mortgagee from the Mortgagor or the landlord
     under any Ground Lease of any written notice of default by the Mortgagor as
     the lessee thereunder, the Mortgagee may rely thereon, and such notice
     shall constitute full authority and protection to the Mortgagee for any
     action taken or omitted to be taken in good faith reliance thereon. All
     sums, including reasonable attorneys' fees, so expended by the Mortgagee to
     cure or prevent any such default, or expended to sustain the Lien of this
     Mortgage or its priority, shall be deemed secured by this Mortgage and
     shall become a portion of the Secured Obligations and shall be paid by the
     Mortgagor on demand, with interest accruing thereon at the Default Rate.
     Subject to the provisions set forth in the first sentence of this
     Subparagraph (d), the Mortgagor hereby expressly grants to the Mortgagee
     (subject to the terms of each Ground Lease), and agrees that the Mortgagee
     shall have, the absolute and immediate right to enter in and upon the
     Leased Land and the Improvements or any part thereof to such extent and as
     often as the Mortgagee, in its discretion, deems necessary or desirable in
     order to cure any default or alleged default by the Mortgagor under any
     Ground Lease.

          (e) Upon the occurrence and during the continuance of any Event of
     Default, all lessee's options (including, without limitation, any right to
     exercise any purchase options), elections and approval rights, together
     with the right of termination, cancellation, modification, change,
     supplement, alteration or amendment of each Ground Lease, all of which have
     been assigned for collateral purposes to the Mortgagee, shall automatically
     vest exclusively in and be exercisable solely by the Mortgagee.

          (f) So long as this Mortgage is in effect, there shall be no merger of
     any Ground Lease or any interest therein, or of the leasehold estate
     created thereby, with the fee estate in the Land or any portion thereof by
     reason of the fact that such Ground Lease or such interest therein may be
     held directly or indirectly by or for the account of any Person who shall
     hold the landlord's leasehold estate or fee estate in the Land or any
     portion thereof or any interest of the landlord under such Ground Lease. In
     case the Mortgagor acquires fee title to the Land or any portion thereof
     (pursuant to the exercise of a purchase option, or otherwise), this
     Mortgage shall attach to and cover and be a Lien upon the fee title or such
     other estate so acquired, and such fee title or other estate shall, without
     further assignment, mortgage or conveyance, become and be subject to the
     Lien of and covered by this Mortgage. The Mortgagor shall notify the Agents
     of any such acquisition and, on written request by the Agents, shall cause
     to be executed and


                                       15
<PAGE>

     recorded all such other and further assurances or other instruments in
     writing as may in the reasonable opinion of the Agents be necessary or
     appropriate to effect the intent and meaning hereof and shall deliver to
     the Mortgagee an endorsement to the Mortgagee's loan title insurance policy
     insuring that such fee title or other estate is subject to the Lien of this
     Mortgage.

          (g) If any action or proceeding shall be instituted to evict the
     Mortgagor or to recover possession of the Leased Land or any part thereof
     or interest therein, or any action or proceeding otherwise affecting any
     Ground Lease or this Mortgage shall be instituted, then the Mortgagor will,
     promptly, but no later than within seven (7) Business Days of service
     thereof on or to the Mortgagor, deliver to the Agents any notice of motion,
     order to show cause and of all other provisions, pleadings, and papers,
     however designated, served in any such action or proceeding.

          (h) The Lien of this Mortgage shall attach to all of the Mortgagor's
     rights and remedies at any time arising under or pursuant to Subsection
     365(h) of the Bankruptcy Code, including, without limitation, all of the
     Mortgagor's rights to remain in possession of each leasehold parcel,
     provided, however, that the Mortgagee shall have no right to exercise such
     rights and remedies unless an Event of Default has occurred and is
     continuing. The Mortgagor shall, after obtaining knowledge thereof,
     promptly notify the Agents of any filing by or against the lessor or fee
     owner of any leasehold parcel of a petition under the Bankruptcy Code. At
     any Agent's request, the Mortgagor shall promptly deliver to such Agent,
     following receipt, copies of any and all notices, summonses, pleadings,
     applications and other documents received by the Mortgagor in connection
     with any such petition and any proceedings relating thereto.

          (i) If there shall be filed by or against the Mortgagor a petition
     under the Bankruptcy Code, the Mortgagor, as lessee under any Ground Lease,
     shall not reject such Ground Lease pursuant to Section 365(a) of the
     Bankruptcy Code without the prior written consent of the Agents.

          (j) Effective upon the entry of an order for relief with respect to
     the Mortgagor under the Bankruptcy Code, the Mortgagor hereby assigns and
     transfers to the Mortgagee a non-exclusive right to apply to the Bankruptcy
     Court under subsection 365(d)(4) of the Bankruptcy Code for an order
     extending the period during which any Ground Lease may be rejected or
     assumed.

          (k) No release or forbearance of any of the Mortgagor's obligations
     under any Ground Lease, pursuant to the terms thereof or otherwise, shall
     release the Mortgagor from any of its obligations under this Mortgage or
     the other Secured Obligations.

     15. Remedies Cumulative. All remedies provided in this Mortgage are
     distinct and cumulative to any other right or remedy under this Mortgage or
     under


                                       16
<PAGE>

     the other Loan Documents or afforded by law or equity, and may be exercised
     concurrently, independently or successively.

     16. Taxation of Mortgages. In the event of the enactment of any law
     deducting from the value of the Property any mortgage Lien thereon, or
     imposing upon Mortgagee the payment of all or part of the taxes, charges or
     assessments previously paid by Mortgagor pursuant to this Mortgage, or
     changing the law relating to the taxation of mortgages or debts secured by
     mortgages or Mortgagee's interest in the Property so as to impose new
     incidents of tax on Mortgagee, then Mortgagor shall pay such taxes or
     assessments or shall reimburse Mortgagee therefor.

     17. Events of Default and Acceleration. The occurrence of any "Event of
     Default" as defined in the Credit Agreement shall constitute an Event of
     Default hereunder. If an Event of Default shall have occurred and be
     continuing, the Secured Obligations may be accelerated pursuant to the
     terms of the Credit Agreement, whereupon the same shall become immediately
     due and payable, and without presentment, protest, demand or other notice
     of any kind, all of which are hereby expressly waived by Mortgagor. No
     omission to exercise such option when entitled to do so shall be construed
     as a waiver of such right.

     18. Rights and Remedies.

          (a) Foreclosure and other Remedies. Upon the occurrence and during the
     continuation of any Event of Default, and whether or not Mortgagee shall
     have accelerated the maturity of the Secured Obligations pursuant to
     Paragraph 17 hereof, Mortgagee, at its option, may:

               (i) institute an action of mortgage foreclosure under the laws of
          the State of Indiana, or take such other action at law or in equity
          for the enforcement of this Mortgage and realization on the Mortgaged
          Property or any other security herein or elsewhere provided for, as
          the Applicable Law may allow, and may proceed therein to final
          judgment and execution for the entire unpaid balance of the principal
          debt, with interest at the rate(s) stipulated in the Credit Agreement,
          together with all other sums due from Mortgagor and the other Loan
          Parties in accordance with the provisions of the Credit Agreement and
          this Mortgage, including all sums which may have been loaned by the
          Administrative Agent or Lenders to Mortgagor and the other Borrowers
          after the date of this Mortgage, all sums which may have been advanced
          by any Agent or Lenders for taxes, water, or sewer rents, other
          lienable charges or claims, insurance or repairs or maintenance after
          the date of this Mortgage (including the period after the entry of any
          judgment in mortgage foreclosure or other judgment entered pursuant to
          this Mortgage or any other Loan Document), and all costs of suit,
          including reasonable counsel fees. Mortgagor authorizes Mortgagee at
          its option to foreclose this Mortgage, subject to the rights of any
          tenants under the Property Leases, and the failure to make any such


                                       17
<PAGE>

          tenants parties defendant to any such foreclosure proceedings and to
          foreclose their rights will not be asserted by Mortgagor as a defense
          to any proceedings instituted by Mortgagee to recover the indebtedness
          secured hereby or any deficiency remaining unpaid after the
          foreclosure sale of the Property; however, nothing herein contained
          shall prevent Mortgagor from asserting in any proceedings disputing
          the amount of the deficiency or the sufficiency of any bid at such
          foreclosure sale that any such tenants adversely affect the value of
          the Property;

               (ii) either with or without entering upon or taking possession of
          the Property, demand, collect and receive any or all Revenues;

               (iii) either with or without entering upon or taking possession
          of the Property, and without assuming any obligations of Mortgagor
          thereunder, exercise the rights of Mortgagor under, use or benefit
          from, any of the Property Leases;

               (iv) in person, by agent or by court-appointed receiver, enter
          upon, take possession of, and maintain full control of the Mortgaged
          Property in order to perform all acts necessary or appropriate to
          maintain and operate the Mortgaged Property, including, but not
          limited to, the execution, cancellation or modification of Property
          Leases, the making of repairs to the Property and the execution or
          termination of contracts providing for the management or maintenance
          of the Property, all on such terms as Mortgagee, in its sole
          discretion, deems proper or appropriate;

               (v) proceed by a suit or suits in law or in equity or by other
          appropriate proceeding to enforce payment of the Secured Obligations
          or the performance of any term, covenant, condition or agreement of
          this Mortgage or the Credit Agreement or any of the other Loan
          Documents, or any other right, and to pursue any other remedy
          available to it, all as Mortgagee shall determine most effectual for
          such purposes;

               (vi) institute and maintain such suits and proceedings as
          Mortgagee may deem expedient to prevent any impairment of the
          Mortgaged Property by any acts which may be unlawful or in violation
          of this Mortgage, to preserve or protects its interest in the
          Mortgaged Property and the Revenues, and to restrain the enforcement
          of or compliance with any legislation or other governmental enactment,
          rule or order that would impair the security hereunder or be
          prejudicial to the interest of Mortgagee;

               (vii) apply all or any portion of the Mortgaged Property, or the
          proceeds thereof, towards (but not necessarily in complete
          satisfaction of) the Secured Obligations, in the manner set forth in
          the Credit Agreement;


                                       18

<PAGE>

               (viii) exercise any other right or remedy of a mortgagee or
          Secured Party under the laws of the State of Indiana.

          (b) Receiver. If an Event of Default shall have occurred Mortgagee,
     upon the approval of a court of competent jurisdiction, shall be entitled
     as a matter of strict right without notice and without regard to the
     occupancy or value of any security for the Secured Obligations or the
     solvency of any party bound for its payment, to the appointment of a
     receiver to take possession of the Mortgaged Property and to operate the
     Property and to collect and apply the Revenues. The receiver shall have all
     of the rights and powers permitted under the laws of the State of Indiana.
     Mortgagor will pay to Mortgagee upon demand, all expenses, including
     receiver's fees, attorneys' fees, costs and agent's compensation, incurred
     pursuant to such appointment and all such expenses shall be a portion of
     the Secured Obligations.

          (c) Sale or Other Disposition of Mortgaged Property. Mortgagor waives
     any right to require the marshaling of any of its assets in connection with
     any disposition conducted pursuant hereto. In the event all or part of the
     Mortgaged Property is included at any foreclosure sale conducted pursuant
     hereto, a single total price for the Mortgaged Property, or such part
     thereof as is sold, may be accepted by Mortgagee with no obligation to
     distinguish between the application of such proceeds amongst the property
     comprising the Mortgaged Property.

          (d) Collection of Revenues. In connection with the exercise by
     Mortgagee of the rights and remedies provided for in subparagraph (a)(ii)
     of this Paragraph 18:

               (i) Mortgagee may notify any tenant, lessee or licensee of the
          Property, either in the name of Mortgagee or Mortgagor, to make
          payment of Revenues directly to Mortgagee or Mortgagee's agents, may
          advise any person of Mortgagee's interest in and to the Revenues, and
          may collect directly from such tenants, lessees and licensees all
          amounts due on account of the Revenues;

               (ii) At Mortgagee's request, Mortgagor will provide written
          notification to any or all tenants, lessees and licensees of the
          Property concerning Mortgagee's interest in the Revenues and will
          request that such tenants, lessees and licensees forward payment
          thereof directly to Mortgagee;

               (iii) Mortgagor shall hold any proceeds and collections of any of
          the Revenues in trust for Mortgagee and shall not commingle such
          proceeds or collections with any other funds of Mortgagor; and

               (iv) Mortgagor shall deliver all such proceeds to Mortgagee
          immediately upon the receipt thereof by Mortgagor in the identical
          form


                                       19

<PAGE>

          received, but duly endorsed or assigned on behalf of Mortgagor to
          Mortgagee.

          (e) Use and Occupation of Property. In connection with the exercise of
     Agent's rights under Subparagraph (a)(v) of this Paragraph 18, Mortgagee
     may enter upon, occupy, and use all or any part of the Property and may
     exclude Mortgagor from the Land and the Improvements or portion thereof as
     may have been so entered upon, occupied, or used. In the event Mortgagee
     manages the Land and the Improvements in accordance with Subparagraph
     (a)(vi) herein, Mortgagor shall pay to Mortgagee on demand a reasonable fee
     for the management thereof in addition to the Secured Obligations. Further,
     Mortgagee may make such alterations, renovations, repairs, and replacements
     to the Improvements, as Mortgagee, in its sole discretion, deems proper or
     appropriate. The obligation of Mortgagor to pay such amounts and all
     expenses incurred by Mortgagee in the exercise of its rights hereunder
     shall be included in the Secured Obligations and shall accrue interest at
     the Default Rate, unless collection from Mortgagor of interest at such rate
     would be contrary to applicable law, in which event such amounts shall bear
     interest at the highest rate which may be collected from Mortgagor under
     applicable law.

          (f) Intentionally Omitted.

          (g) Assembly of Personal Property. Upon the occurrence of any Event of
     Default, Mortgagee may require Mortgagor to assemble that portion of the
     Mortgaged Property consisting of personal property and make it available to
     Mortgagee, at Mortgagor's sole risk and expense, at a place or places to be
     designated by Mortgagee which are reasonably convenient to both Mortgagee
     and Mortgagor.

          (h) Intentionally Omitted.

          (i) Direction of Administrative Agent and Required Lenders. The
     Mortgagee shall exercise its rights and remedies under this Paragraph 18 at
     such times and in such manner as directed by the Administrative Agent or
     the Required Lenders pursuant to the terms of the Credit Agreement.

     19. Notices. Any and all notices, demands, elections or requests provided
     for or permitted to be given pursuant to this Mortgage shall be given or
     served as provided in Section 9.01 of the Credit Agreement.

     20. Successors and Assigns Bound; Captions. The covenants and agreements
     herein contained shall bind, and the rights hereunder shall inure to, the
     respective successors and assigns of Mortgagee and Mortgagor, subject to
     the provisions of Paragraph 6 hereof. The captions and headings of the
     paragraphs of this Mortgage are for convenience only and are not to be used
     to interpret or define the provisions hereof.


                                       20
<PAGE>

     21. Governing Law; Severability. This Mortgage and the obligations of
     Mortgagor hereunder shall be governed by and interpreted and determined in
     accordance with the laws of the State of New York except that the creation,
     governance, administration and enforcement of Liens and rights and remedies
     with respect to the Property shall be governed by and interpreted in
     accordance with the laws of the State of Indiana. In the event that any
     provision or clause of this Mortgage or any other Loan Document conflicts
     with Applicable Law, such conflict shall not affect other provisions of
     this Mortgage or such Loan Document which can be given effect without the
     conflicting provision, and to this end, the provisions of this Mortgage and
     the other Loan Documents are declared to be severable. In the event that
     any Applicable Law limiting the amount of interest or other charges
     permitted to be collected from Mortgagor is interpreted by a court of
     competent jurisdiction in a final order so that any charge for which
     provision is made in this Mortgage or in the other Loan Documents, whether
     considered separately or together with other charges permitted to be
     collected from Mortgagor, is interpreted so that any such charge, whether
     considered separately or together with other charges that are considered a
     part of the transaction represented by this Mortgage and the other Loan
     Documents, violates such law, and Mortgagor is entitled to the benefit of
     such law, such charge is hereby reduced to the extent necessary to
     eliminate such violation. The amounts, if any, previously paid to Mortgagee
     in excess of the amounts payable to Mortgagee pursuant to such charges as
     reduced shall be applied by Mortgagee to reduce the principal of the
     Secured Obligations.

     22. Discharge. This Agreement shall terminate and the Mortgagee shall
     discharge this Mortgage when all the Secured Obligations have been
     indefeasibly paid in full and the Lenders have no further commitment to
     lend. Mortgagor shall pay Mortgagee's reasonable costs incurred in
     discharging this Mortgage.

     23. Waivers. (a) Mortgagor agrees to the full extent permitted by law, that
     in case of an Event of Default hereunder, neither Mortgagor nor anyone
     claiming through or under Mortgagor shall or will set up, claim or seek to
     take advantage of any appraisement, valuation, stay, extension, homestead,
     exemption or redemption laws now or hereafter in force, in order to prevent
     or hinder the enforcement or foreclosure of this Mortgage, and Mortgagor,
     for Mortgagor and all who may at any time claim through or under Mortgagor,
     hereby waives to the fullest extent that Mortgagor may lawfully so do, the
     benefit of all such laws, and any and all right to have the assets
     comprised in the security intended to be created hereby marshaled upon any
     foreclosure of the Lien hereof.

     (b) No failure or delay of any Agent in exercising any power or right
     hereunder shall operate as a waiver thereof, nor shall any single or
     partial exercise of any such right or power, or any abandonment or
     discontinuance of steps to enforce such a right or power, preclude any
     other or further exercise thereof or the exercise of any other right or
     power. The rights and remedies of the Mortgagee hereunder are cumulative
     and are not exclusive of any rights or remedies that the Mortgagee would
     otherwise have. No waiver of any provisions of this Agreement



                                       21
<PAGE>

     or any other Loan Document or consent to any departure by Mortgagor
     therefrom shall in any event be effective unless the same shall be
     permitted by paragraph (c) below, and then such waiver or consent shall be
     effective only in the specific instance and for the purpose for which
     given. No notice to or demand on the Mortgagor in any case shall entitle
     the Mortgagor to any other or further notice or demand in similar or other
     circumstances.

     (c) Neither this Mortgage nor any provision hereof may be waived, amended
     or modified except pursuant to an agreement or agreements in writing
     entered into by the Mortgagee and the Mortgagor with respect to which such
     waiver, amendment or modification is to apply, subject to any consent
     required in accordance with Section 9.02 of the Credit Agreement.

     (d) In the event of the sale or transfer by operation of law or otherwise
     of all or any part of the Mortgaged Property, Mortgagee, without notice, is
     hereby authorized and empowered to deal with any such vendee or transferee
     with reference to the Mortgaged Property or the Secured Obligations or with
     reference to any of the terms, covenants, conditions or agreements hereof,
     as fully and to the same extent as it might deal with the original parties
     hereto and without in any way releasing or discharging any liabilities,
     obligations or undertakings (including, without limitation, the
     restrictions upon transfer contained in Paragraph 5).

     24. Further Assurances. At any time and from time to time, upon reasonable
     request by Agents, Mortgagor will make, execute and deliver, or cause to be
     made, executed and delivered, to Agents and, where appropriate, cause to be
     recorded and/or filed and from time to time thereafter to be re-recorded
     and/or refiled at such time and in such offices and places as shall be
     deemed desirable by Agents, any and all such other and further assignments,
     mortgages, security agreements, financing statements, continuation
     statements, instruments of further assurance, certificates and other
     documents as may, in the opinion of Agents, be necessary or desirable in
     order to effectuate, complete, or perfect, or to continue and preserve (a)
     the obligations of Mortgagor under this Mortgage, and (b) the Lien created
     by this Mortgage upon the Mortgaged Property. Upon any failure by Mortgagor
     so to do, Mortgagee may make, execute, record, file, re-record and/or
     refile any and all such assignments, mortgages, security agreements,
     financing statements, continuation statements, instruments, certificates,
     and documents for and in the name of Mortgagor, and Mortgagor hereby
     irrevocably appoints Mortgagee the agent and attorney in fact of Mortgagor
     so to do.

     25. Subrogation. Mortgagee shall be subrogated to all right, title, Lien or
     equity of all persons to whom Mortgagee may have paid any monies in
     settlement of Liens or in acquisition of title or for its benefit
     hereunder, or for the benefit or account of Mortgagor or subsequently paid
     under any provisions hereof.


                                       22
<PAGE>

     26. Time of the Essence. Time is of the essence with respect to each and
     every covenant, agreement and obligation of Mortgagor under this Mortgage
     and any and all other Loan Documents.

     27. Mortgagee's Fees and Expenses; Indemnification. (a) Without in anyway
     limiting any other reimbursement obligations contained under the other Loan
     Documents, the Mortgagor agrees to pay upon demand to the Mortgagee the
     amount of any and all reasonable expenses, including the reasonable fees,
     disbursements and other charges of its counsel and of any experts or
     agents, which the Mortgagee may incur in connection with the exercise,
     enforcement or protection of any of the rights of the Mortgagee hereunder.

          (b) Without limitation of its indemnification obligations under the
     other Loan Documents, the Mortgagor agrees to indemnify the Mortgagee and
     the other Indemnitees against, and hold each of them harmless from, any and
     all losses, claims, damages, liabilities and related expenses, including
     reasonable fees, disbursements and other charges of counsel, incurred by or
     asserted against any of them arising out of, in any way connected with, or
     as a result of, the execution, delivery or performance of this Mortgage or
     any claim, litigation, investigation or proceeding relating hereto or to
     the Mortgaged Property, whether or not any Indemnitee is a party thereto;
     provided that such indemnity shall not, as to any Indemnitee, be available
     to the extent that such losses, claims, damages, liabilities or related
     expenses are determined by a court of competent jurisdiction by final and
     nonappealable judgment to have resulted from the gross negligence, bad
     faith, or willful misconduct of such Indemnitee.

          (c) Any such amounts payable as provided hereunder shall be additional
     Secured Obligations secured hereby and by the other Security Documents. The
     provisions of this Paragraph 27 shall remain operative and in full force
     and effect regardless of the termination of this Mortgage or any other Loan
     Document, the consummation of the transactions contemplated hereby, the
     repayment of any of the Secured Obligations, the invalidity or
     unenforceability of any term or provision of this Mortgage or any other
     Loan Document, or any investigation made by or on behalf of the Mortgagee
     or any Secured Party. All amounts due under this Paragraph 27 shall be
     payable on written demand therefor.

     28. Submission to Jurisdiction. MORTGAGOR AGREES THAT ANY SUIT FOR THE
     ENFORCEMENT OF THIS MORTGAGE MAY BE BROUGHT IN THE COURTS OF THE STATE OF
     NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR ANY FEDERAL COURT SITTING
     THEREIN AS THE MORTGAGEE MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO
     THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS. MORTGAGOR AND MORTGAGEE (BY
     ITS ACCEPTANCE OF THIS MORTGAGE) EACH HEREBY WAIVES ANY OBJECTION WHICH IT
     MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT
     OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM AND AGREES THAT A
     FINAL JUDGMENT IN


                                       23
<PAGE>

     ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
     OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
     BY LAW. NOTHING IN THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT SHALL AFFECT
     ANY RIGHT THAT MORTGAGEE MAY OTHERWISE HAVE TO BRING ANY ACTION OR
     PROCEEDING RELATING TO THIS MORTGAGE AGAINST MORTGAGEE OR ITS PROPERTIES IN
     THE COURTS OF ANY JURISDICTION.

     MORTGAGOR AGREES THAT ANY ACTION COMMENCED BY MORTGAGOR ASSERTING ANY CLAIM
     OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS MORTGAGE OR ANY
     OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW
     YORK SITTING IN THE BOROUGH OF MANHATTAN OR ANY FEDERAL COURT SITTING
     THEREIN AS THE MORTGAGEE MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO
     THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION.

     MORTGAGOR AND MORTGAGEE (BY ITS ACCEPTANCE OF THIS MORTGAGE) irrevocably
     consents to service of process in the manner provided for notices in
     SECTION 9.01 OF THE CREDIT AGREEMENT. Nothing in this Agreement or any
     other Loan Document will affect the right of MORTGAGOR AND MORTGAGEE to
     serve process in any other manner permitted by law.

     29. WAIVER OF JURY TRIAL. MORTGAGOR AND MORTGAGEE (BY ITS ACCEPTANCE OF
     THIS MORTGAGE) EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
     APPLICABLE LAW, ANY RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY
     (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) IN WHICH ANY SUCH
     PERSON IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED
     BY OR AGAINST ANY SUCH PERSON OR IN WHICH ANY SUCH PERSON IS JOINED AS A
     PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT
     OF, ANY RELATIONSHIP AMONGST OR BETWEEN ANY LOAN PARTY OR ANY OTHER PERSON
     AND ANY SECURED PARTY OR PARTICIPANT OR THE ACTIONS OF ANY CREDIT PARTY IN
     THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH
     OF MORTGAGOR AND MORTGAGEE (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
     ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
     SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
     FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE
     BEEN INDUCED TO ENTER INTO THIS MORTGAGE BY, AMONG OTHER


                                       24
<PAGE>

     THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 29.

     30. Future Advances. Pursuant to Indiana Code 32-29-1-10, this Mortgage may
     also secure:

               (a) future obligations and advances up to the maximum amount not
     to exceed $50,000,000.00 (whether made as an obligation, made at the option
     of the Mortgagee, made after a reduction to a zero (0) or other balance, or
     made otherwise) to the same extent as if the future obligations and
     advances were made on the date of execution of this Mortgage; and

               (b) future modifications, extensions, and renewals of any
     indebtedness or obligations secured by this Mortgage if and to the extent
     that this Mortgage states that this Mortgage secures those future advances,
     modifications, extensions, and renewals.

     The lien of this Mortgage with respect to future advances, modifications,
     extensions, and renewals referred to in subsection (a) has the priority to
     which the Mortgage otherwise would be entitled under IC 32-21-4-1 without
     regard to the fact that the future advance, modification, extension, or
     renewal may occur after this Mortgage is executed.

     31. Business Purpose. Mortgagor warrants that this Mortgage is delivered in
     connection with a business or commercial loan transaction.

     32. Warranties and Representations. It is intended that this Mortgage
     supplement the other Loan Documents, and the warranties, representations,
     covenants and agreements made by the Mortgagor herein are supplemental to
     those set forth in the other Loan Documents. In the event of a conflict
     between this Mortgage and the other Loan Documents, the terms of this
     Mortgage shall control with respect to the Land, the Improvements, the
     Ground Leases, the Property Leases and the Revenues.

     33. Fixture Filing. Certain of the Mortgaged Property is or will become
     "fixtures" (as that term is defined in the UCC) on the Land, and this
     Mortgage upon being filed for record in the real estate records of the
     county wherein such fixtures are situated shall operate also as a financing
     statement filed as a fixture filing in accordance with the applicable
     provisions of said UCC upon such of the Mortgaged Property that is or may
     become fixtures. The information provided in this Section is provided in
     order that this Mortgage comply with the requirements of the UCC, for a
     mortgage instrument to be filed as a financing statement. Mortgagor is the
     "Debtor" and its name and mailing address are set forth in the Preamble of
     this Mortgage. The Mortgagee is the "Secured Party" and its name and
     mailing address are also set forth in the Preamble of this Mortgage. Any
     information concerning the security interest created herein may be obtained
     from the Mortgagee.


                                       25
<PAGE>

     34. Financing Statements. Mortgagor authorizes Mortgagee to file financing
     statements covering the Mortgaged Property. Mortgagor hereby authorizes
     Mortgagee in its name and stead to execute and file "financing statement"
     or "continuation statements" as such terms are defined in the UCC, signed
     only by Mortgagee in order to perfect its security interest in the
     Mortgaged Property. However, at the request of the Mortgagee, Mortgagor
     will join Mortgagee in executing one or more such financing statements
     pursuant to the UCC in a form satisfactory to Mortgagee, and Mortgagor will
     pay the cost of filing the same or filing or recording this Mortgage, as a
     "financing statement," in all public offices at any time and from time to
     time wherever Mortgagee deems filing or recording or any financing
     statements or the Mortgagee to be desirable or necessary.

     35. Multisite Real Estate Transaction. The Mortgagor acknowledges that this
     Mortgage is one of a number of Other Mortgages and Security Documents that
     secure the Secured Obligations. The Mortgagor agrees that the Lien of this
     Mortgage shall be absolute and unconditional and shall not in any manner be
     affected or impaired by any acts or omissions whatsoever of the Mortgagee
     or any other Secured Party and without limiting the generality of the
     foregoing, the Lien hereof shall not be impaired by any acceptance by the
     Mortgagee of any security for or guarantees of any of the Secured
     Obligations hereby secured, or by any failure, neglect or omission on the
     part of the Mortgagee to realize upon or protect any Obligation or
     indebtedness hereby secured or any collateral security therefor including
     the Other Mortgages and other Security Documents. The Lien hereof shall not
     in any manner be impaired or affected by any release (except as to the
     property released), sale, pledge, surrender, compromise, settlement,
     renewal, extension, indulgence, alteration, changing, modification or
     disposition of any of the Secured Obligations secured or of any of the
     collateral security therefor, including the Other Mortgages and other
     Security Documents or of any guarantee thereof, and the Mortgagee may at
     its discretion foreclose, exercise any power of sale, or exercise any other
     remedy available to it under any or all of the Other Mortgages and other
     Security Documents without first exercising or enforcing any of its rights
     and remedies hereunder. Such exercise of the Mortgagee's rights and
     remedies under any or all of the Other Mortgages and other Security
     Documents shall not in any manner impair the indebtedness hereby secured or
     the Lien of this Mortgage and any exercise of the rights or remedies of the
     Mortgagee hereunder shall not impair the Lien of any of the Other Mortgages
     and other Security Documents or any the Mortgagee's rights and remedies
     thereunder. The Mortgagor specifically consents and agrees that the
     Mortgagee may exercise its rights and remedies hereunder and under the
     Other Mortgages and other Security Documents separately or concurrently and
     in any order that it may deem appropriate and waives any rights of
     subrogation.

     36. Governmental Filings. Other than the recording of this Mortgage and the
     filing of financing statements with the appropriate recording and filing
     offices in the state where the Property is located, Mortgagor represents
     and warrants that no approval, authorization or other action by, or filing
     with, any federal, state, or


                                       26
<PAGE>

     local commission, board or agency, is required under existing law in
     connection with the execution and delivery by Mortgagor of this Mortgage.

     37. Intercreditor Agreement. The representations, warranties and covenants
     of Mortgagor hereunder, and the rights and remedies of the Collateral Agent
     hereunder, are subject to the provisions of the Intercreditor Agreement.
     The Mortgagor and the Collateral Agent hereby agree that so long as the
     Intercreditor Agreement remains in effect, in the event of a conflict
     between this Mortgage and the Intercreditor Agreement, the terms of the
     Intercreditor Agreement shall control. [NOTE: THIS SECTION 37 IS INCLUDED
     IN THE SECOND-PRIORITY MORTGAGES ONLY]




                  [Remainder of page left intentionally blank]

















                                       27

<PAGE>


         IN WITNESS WHEREOF, Mortgagor has executed this Mortgage, as of the day
and year first above written.

                                       ----------------------------------------


                                       By:
                                            -----------------------------------

                                       Name:
                                            -----------------------------------

                                       Title:
                                             ----------------------------------

























                                       28



<PAGE>


STATE OF                    )
                            )        SS:
COUNTY                      )


         Before me, the undersigned, a Notary Public, in and for said State and
County, personally appeared _____________________________, a
____________________, by _________________, its _____________________, who
acknowledged the execution of the foregoing instrument and swore to the truth of
the matters contained therein.

         Witness my hand and seal this ___ day of ___________, 2006.


                                       -----------------------------------------
                                       Notary Public Signature

                                       -----------------------------------------
                                       Notary Public Printed Name


My Commission Expires:
                         ---------------------------

County of Residence:
                         ---------------------------



THIS INSTRUMENT PREPARED BY AND
WHEN RECORDED RETURN TO:
Marc Anthony Angelone, Esquire
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110










                                       29


<PAGE>


                                    EXHIBIT A
                                   OWNED LAND
                           [Legal Description of Land]

























                                       30

<PAGE>


                                    EXHIBIT B
                                  GROUND LEASE


























                                       31


<PAGE>


                                    EXHIBIT C
                                   LEASED LAND


































                                       32