This
      instrument was prepared


by
      and
      should be returned to:





Wilson,
      Elser, Moskowitz, Edelman & Dicker LLP


3
      Gannett
      Drive


White
      Plains, New York 10604


Attn:
      Gregg Bucci, Esq.














MORTGAGE


ASSIGNMENT
      OF LEASES AND RENTS


SECURITY
      AGREEMENT


FIXTURE
      FILING





THIS
      MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
      (this "Mortgage"), dated February ____, 2006, is from **BAY
      STATE REALTY HOLDINGS, INC.** ,
      a
      Massachusetts corporation ( ''Borrower'') ,
      as
      Borrower, whose address is 1309 South Main Street, Waterbury, CT 06706
      ("Borrower's Address"), to **FORD
      MOTOR CREDIT COMPANY** , a Delaware
      corporation ("Lender"), as Lender, whose address is 2 nd Floor
      Southboro Place, 352 Turnpike Road, Southboro, Massachusetts 01772 ("Lender's
      Address"). Borrower's tax identification number is _____________.





In
      consideration of a loan in the amount of $6,035,000.00 (the “Loan”) by Lender to
      Borrower, to be secured by this Mortgage on the real property and other
      collateral described in the Transaction Documents and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Borrower agrees as follows:





1. Definitions .
      Unless
      otherwise specifically defined herein, the capitalized terms used herein shall
      have the meanings set forth in the Note. The following terms shall have the
      following meanings:





1.1 Applicable
      Law(s) .
      All
      present and future federal, state and local laws, statutes, ordinances, rules,
      regulations, standards, policies and other government directives or
      requirements, as well as common law applicable to any particular occurrence,
      facts, conditions, circumstances, or matter of any type, kind or
      character.





1.2 Awards .
      All
      awards made to Borrower by any governmental agency or other entity having the
      power of eminent domain as a result of a Condemnation or Taking.





1.3 Casualty .
      Any
      damage or destruction to the Property, in whole or in part, caused, directly
      or
      indirectly, by fire, earthquake, storm, other weather conditions, other acts
      of
      God, acts of the public enemy, riot, terrorism, insurrection, or any other
      casualty.








1.4 Condemnation .
      Any
      condemnation or eminent domain proceeding regarding the Land, Improvements
      and/or Fixtures, or any portion thereof.





1.5 Encumbrance .
      Any
      encumbrance on the Property, including without limitation, any lien, claim
      of
      lien, deed of trust, mortgage, pledge, security interest, charge or conditional
      sale or other title retention agreement.





1.6 Environmental
      Law .
      Any
      present and future federal, state and local laws, statutes, ordinances, rules,
      regulations, standards, policies and other government directives or
      requirements, as well as common law, including, without limitation, the
      Comprehensive Environmental Response, Compensation and Liability Act and the
      Resource Conservation and Recovery Act, that apply to Borrower or the Property
      and relate to Hazardous Materials.





1.7 Environmental
      Liens .
      Any
      liens and other encumbrances imposed pursuant to any Environmental
      Law.





1.8 Environmental
      Report .
      All
      written reports resulting from the environmental site assessments of the
      Property delivered to Lender in connection with the making of the
      Loan.





1.9 Event(s)
      of Default .
      The
      events and occurrences described in Section 7.1 of this Mortgage.





1.10 Financial
      Information .
      Collectively and singularly, the items and reports required under Section 6.14
      of this Mortgage.





1.11 Fixtures .
      All
      goods now or hereafter located upon or within the Land and Improvements, but
      not
      necessarily permanently affixed thereto, that have become so related to the
      Land
      and Improvements that an interest in such goods arises under applicable law.





1.12 Guarantor .
      All
      present and future guarantors of the Indebtedness and Obligations and their
      respective heirs, administrators, executors, successors and assigns.





1.13 Guaranty .
      The
      guaranty, or collectively the guaranties, of even date herewith executed by
      Guarantor guaranteeing the obligations of Borrower under the Transaction
      Documents.





1.14 Hazardous
      Materials. Petroleum and petroleum products and compounds containing them, including
      gasoline, diesel fuel and oil; explosives, flammable materials; radioactive
      materials; polychlorinated biphenyls and compounds containing them; lead and
      lead-based paint; asbestos or asbestos-containing materials in any form that
      is
      or could become friable; underground or above-ground storage tanks, whether
      empty or containing any substance; any substance the presence of which on the
      Property is prohibited by any federal, state or local authority; any substance
      that requires special handling; and any other material or substance now or
      in
      the future defined as a “hazardous substance,” “hazardous material”, ‘hazardous
      waste”, ‘toxic substance”, “toxic pollutant”, “contaminant”, or pollutant”
within the meaning of any Environmental Law.




1.15 Improvements .
      All
      buildings, improvements, other structures, alterations and appurtenances now
      or
      hereafter located on the Land.


2





1.16 Indebtedness .
      The
      principal, interest, and all other amounts due under the Note, the Other Loans
      and all other indebtedness of Borrower and others to Lender under and/or secured
      by the Transaction Documents, including, without limitation any future loans
      and
      advances made under the Mortgage and/or any other Transaction Document, and
      all
      amendments, modifications, increases, renewals and extensions of any of the
      foregoing.





1.17 Indemnified
      Claim .
      Any
      loss, damage, liability, cost, expense and/or claim (including without
      limitation the cost of any fines, remedial action, damage to the environment
      and
      cleanup, court related costs and the fees of attorneys and other
      experts).





1.18 Insurance
      Premiums .
      Collectively, the premiums due for all Policies.





1.19 Interest
      Payments .
      All
      payments of interest and payments in the nature of interest due under the Note
      and/or other Transaction Documents, including, without limitation, all charges,
      fees, premiums or other sums that may be deemed to be interest.





1.20 Investor .
      Collectively, each purchaser, transferee, assignee, servicer, participant,
      or
      investor in any Participations or Securities.





1.21 Land .
      The
      real estate located at 571 Worcester Road, Framingham, Massachusetts 01701
      and
      more particularly described on Schedule A attached hereto.





1.22 Leases .
      Any and
      all leases, subleases, licenses, concessions or grants of other possessory
      interests now or hereafter in force, oral or written, covering or affecting
      the
      Property, or any part thereof, together with all rights, powers, privileges,
      options and other benefits of Borrower thereunder.





1.23 Legal
      Rate .
      The
      limits imposed on Interest Payments by applicable usury laws.





1.24 Lessee .
      The
      person or persons or legal entities occupying the Property from time to time
      for
      the purposes of operating a dealership for sales and service of automobiles,
      light trucks and other motor vehicles approved by Lender from time to
      time.





1.25 Note .
      The
      Promissory Note, dated of even date with this Mortgage, from Borrower to the
      order of Lender, in the principal amount of $6,035,000.00, together with all
      extensions, renewals, modifications, amendments and increases thereof, secured,
      in part, by this Mortgage.





1.26 Obligations .
      All of
      the covenants, promises and other obligations (other than the Indebtedness)
      made
      or owing by Borrower and others to or due to Lender under and/or as set forth
      in
      the Other Loans and/or the Transaction Documents, and any and all extensions,
      renewals, modifications and amendments of any of the foregoing.





1.27 Other
      Charges .
      All
      ground rents, other rents, maintenance charges and similar charges, now or
      hereafter levied or assessed or imposed against the Property or any part
      thereof.




1.28 Other
        Loans. Collectively, (1) the Master Loan and Security Agreement from Hometown Auto
        Framingham, Inc. to Lender and any and all Loan Supplements thereto, pursuant
        to
        which Lender extended a credit facility to Hometown Auto Framingham, Inc.;
        (2) a
        Wholesale Line of Credit made by Lender to Hometown Auto Framingham, Inc.
        dated
        March 2, 2001; (3) a Wholesale Line of Credit made by Lender to Family Ford,
        Inc. dated February 28, 2001; (4) a Wholesale Line of Credit made by Lender
        to
        Shaker’s Inc. dated February 28, 2001; (5) a Wholesale Line of Credit made by
        Lender to Hometown Brattleboro, Inc. dated March 2, 2001; (6) the Promissory
        Note dated February ____, 2006 in the original principal amount of $6,035,000.00
        from Bay State Realty Holdings, Inc. to the order of Lender pursuant to which
        Lender made a mortgage loan to Bay State Realty Holdings, Inc. (Loan #229879)
        (7) any and all other loans now or hereafter outstanding made by Lender to
        Borrower and/or Guarantor, and (8) any and all extensions, increases,
        amendments, renewals and modifications of the foregoing.


3




1.29 Participations .
      Participating interests of third parties in the Lender’s rights and interests in
      the Loan and the Note, this Mortgage and the other Transaction
      Documents.





1.30 Permitted
      Encumbrances .
      The
      Leases and the encumbrances described, with particularity, in Schedule B
      attached hereto **.**





1.31 Personal
      Property .
      All
      furniture, equipment, machinery, materials, supplies, motor vehicles, tractors,
      trailers, implements, service parts, inventory, accounts, contract rights,
      chattel paper, commercial tort claims, deposit accounts, documents, instruments,
      investment property, letter of credit rights, letters of credit, money, oil,
      gas
      and other minerals before extraction, general intangibles (including, without
      limitation, all trade names, trademarks, servicemarks, logos, copyrights,
      goodwill, books and records and all other general intangibles arising out of
      or
      in connection with, received in respect of, relating to or used in connection
      with the operation of the Property), and all other personal property of every
      type, kind and character whatsoever (other than the Fixtures) now owned or
      hereafter acquired by Borrower which now or hereafter arises out of or in
      connection with, is received in respect of, relates to or is used in connection
      with the Land and the Improvements or located in, upon or about the Land and
      the
      Improvements, together with all accessions, replacements and substitutions
      thereto or therefore and the proceeds and products thereof.




1.32 Policies .
      All
      policies of insurance required pursuant to Section 6.7 of this
      Mortgage.





1.33 Property .
      All
      right, title and interest of Borrower, whether at law or in equity, in the
      following: (a) the Land; (b) the Improvements; (c) all privileges, profits,
      permits, licenses, tenements, hereditaments, rights-of-way, easements,
      appendages and appurtenances of, and/or associated with, the Land and/or the
      Improvements and all right, title and interest of Borrower in and to any
      streets, ways, alleys, strips or gores of land adjoining the Land or any part
      thereof; (d) the Fixtures, Leases, Personal Property, Rents and Awards and
      any
      proceeds and products thereof; (e) all proceeds of any unearned Insurance
      Premiums , including, without limitation, the right to receive and apply the
      proceeds of any insurance, judgments, or settlements made in lieu thereof,
      for
      damage to the Property; (f) all refunds, rebates, or credits in connection
      with
      a reduction in Taxes and assessments charged against the Property as a result
      of
      tax certiorari or any applications or proceedings for reduction; and (g) in
      the
      name and on behalf of Borrower, to appear in and defend any action or proceeding
      brought with respect to the Property and to commence any action or proceeding
      to
      protect the interest of Lender in the Property.





1.34 Rating
      Agency .
      Any
      rating agency involved in the rating of any Securities.


4





1.36 Related
      Party .
      Any
      officer, director, member, partner, shareholder, manager, other owner or
      principal, or affiliate of Borrower, Guarantor and/or Lessee.





1.35 Release .
      Any
      release of any Hazardous Materials, including, without limitation, any release,
      deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting,
      pumping, pouring, emptying, escaping, dumping, disposing or other movement
      of
      Hazardous Materials.





1.36 Rents .
      All of
      the rents, revenues, income, profits, deposits and other benefits payable under
      the Leases and/or arising from the use and enjoyment of all or any portion
      of
      the Property.





1.37 Securities .
      Any
      mortgage pass-through certificates or other securities evidencing a beneficial
      interest in a rated or unrated public offering or private placement related
      to a
      commercial mortgage securitization transaction.





1.38 Taking .
      Any
      taking of the Land, Improvements and/or Fixtures, or any portion thereof,
      accomplished through a Condemnation.





1.39 Taxes .
      All
      taxes, assessments, bond payments, water rates, sewer rents, governmental
      impositions, all charges for easements and agreements maintained for the benefit
      of the Property, and other charges, including, without limitation, vault charges
      and license fees for the use of vaults, chutes and similar areas adjoining
      the
      Land, and all interest and penalties with respect to all of the foregoing,
      now
      or hereafter levied or assessed or imposed against the Property or any part
      thereof, and/or upon any use thereof.





1.40 Transaction
      Documents .
      Collectively, (a) this Mortgage, (b) the Note, (c) the Guaranty, and (d) all
      other instruments and agreements evidencing and/or securing the payment of
      the
      Indebtedness or performance of the Obligations, and any and all extensions,
      renewals, modifications and amendments of any of the foregoing.





2. Mortgage .





2.1 Grant
      of Mortgage .
      To
      secure the payment of the Indebtedness and performance and discharge of the
      Obligations, Borrower grants to Lender with MORTGAGE COVENANTS, subject to
      the
      Permitted Encumbrances, a mortgage upon and a lien and security interest in
      the
      Property. If Borrower pays the Indebtedness and any other outstanding
      Obligations as and when the same are due and payable and performs and discharges
      the other Obligations in accordance with the terms of the Transaction Documents,
      then this Mortgage and the estate and rights hereby granted shall terminate
      and
      shall be released by Lender, provided, however that any terms and conditions
      of
      the Transaction Documents that by their terms expressly survive the discharge
      of
      the Obligations shall continue in full force and effect.





2.2 Future
      Advances .
      This
      Mortgage shall secure all loans and other advances made by Lender to Borrower
      for any purpose pursuant to the terms of the Note, including any amendments,
      increases and renewals of the Note, just as if such loans and advances were
      made
      on the date of this Mortgage. Except as otherwise provided in the Note, any
      future loan or advance may be made at the option of Lender in its sole
      discretion. The total amount of the Indebtedness that may be secured by this
      Mortgage may increase or decrease from time to time, but the total unpaid
      principal balance secured at any one time by the Mortgage shall not exceed
      $ 6,035,000.00 ,
      together with accrued interest, all costs and expenses incurred by Lender under
      the Mortgage and all disbursements made by Lender under the Transaction
      Documents.


5





2.3 Tax
      and Insurance Escrow .
      In the
      event Borrower is delinquent for 10 days in any payment required under the
      Transaction Documents, Lender shall have the option upon fifteen (15) days'
      prior written notice to Borrower to require Borrower to pay to Lender, on each
      Payment Date under the Note, an amount equal to one-twelfth (1/12) of the sum
      of
      (a) Taxes and Insurance Premiums for a one year period, and (b) such additional
      amounts, to be determined by Lender from time to time, as will provide a
      sufficient fund, at least thirty (30) days prior to the next due dates of the
      next installment of such Taxes and Insurance Premiums, for payment thereof
      so as
      to realize the maximum discounts permitted by law. Amounts held hereunder by
      Lender shall be non-interest bearing and may be commingled with Lender's other
      funds. Upon assignment of this Mortgage, Lender shall have the right to pay
      over
      the balance of such amounts then in its possession to the assignee and Lender
      shall thereupon be completely released from all liability with respect to such
      amounts. Upon full payment of the Indebtedness, or, at the election of Lender
      at
      any prior time, the balance of such amounts shall be paid over to Borrower
      and
      no other party shall have any right or claim thereto.





3. Assignment
      of Leases and Rents .





3.1 Assignment .
      To
      secure the payment of the Indebtedness and performance and discharge of the
      Obligations, Borrower assigns and transfers to Lender the Leases and Rents,
      including the right to collect all Rents; provided, however, that Lender does
      not assume the obligations of Borrower under the Leases and Borrower will
      continue to perform its obligations under the Leases.





3.2 Collection
      of Rents .
      Borrower agrees that the respective lessees under the Leases, upon notice from
      Lender of the occurrence of an Event of Default, shall thereafter pay to Lender
      the Rents due and to become due under the Leases without any obligation to
      determine whether or not such an Event of Default does in fact exist. Borrower
      appoints Lender as Borrower’s true and lawful attorney-in-fact to demand,
      receive and enforce payment, to give receipts, releases and satisfactions,
      and
      to sue, either in Borrower’s or Lender’s name, for all Rents; provided, however,
      that so long as no Event of Default has occurred, Lender grants Borrower a
      license to collect the Rents as and when they become due and payable, but never
      more than two (2) months in advance. Such license shall terminate immediately
      upon the occurrence of an Event of Default.





3.3 Lender
      in Possession .
      The
      assignment of Leases and Rents shall not be deemed or construed to constitute
      Lender as a lender in possession nor obligate Lender to take any action or
      to
      incur expenses or perform or discharge any obligation, duty or liability with
      respect to the Leases and Rents. Exercise of any rights under this Section
      and
      the application of the Rents to the Indebtedness or Obligations shall not cure
      or waive any Event of Default.





3.4 Doctrine
      of Merger .
      Upon
      the foreclosure of this Mortgage, no assigned Lease shall be destroyed or
      terminated by application of the doctrine of merger or as a matter of law unless
      Lender or any purchaser at such foreclosure sale so elects. No act by or on
      behalf of Lender or any such purchaser shall constitute a termination of any
      assigned or subordinate Lease unless Lender or such purchaser gives written
      notice thereof to the applicable tenant or subtenant.


6





4. Security
      Interest .
      As
      security for the payment of the Indebtedness and performance and discharge
      of
      the Obligations, Borrower grants Lender a security interest in the Personal
      Property, Fixtures and Leases and Rents, and the proceeds thereof. Borrower
      shall receive and hold in trust all proceeds of the Personal Property, Fixtures
      and Leases and Rents for Lender and shall immediately pay to Lender such
      proceeds, unless Lender shall otherwise direct in writing.





5. Representations
      and Warranties of Borrower .
      In
      order to induce Lender to make the Loan to Borrower, Borrower represents and
      warrants to Lender that:





5.1 Due
      Organization; Compliance with Laws, Taxes and Assessments .
      Borrower and Guarantor each (a) are duly organized, validly existing and in
      good
      standing under the laws of the state in which they are organized and in good
      standing under the laws of state where the Property is located; (b) have full
      power and authority, including all licenses and authorizations, necessary to
      carry on its business as now being conducted and to enter into the Transaction
      Documents; (c) are in compliance with Applicable Laws; (d) have obtained all
      licenses, certificates of occupancy, permits and authorizations, governmental
      and otherwise, required for the use and operation of the Property, which are
      valid and in full force and effect; (e) have filed all Federal, state, county
      and municipal income tax returns required to have been filed by them; and (f)
      have paid, and made all filings required in connection with, all Taxes which
      have become due pursuant to any assessments received by them, and Borrower
      does
      not know of any basis for additional assessment in respect to such Taxes.





5.2 Execution
      and Delivery; Enforceability .
      The
      Transaction Documents have been duly executed and delivered by Borrower and
      Guarantor, as the case may be, and constitute valid, duly authorized, legally
      binding and enforceable obligations of Borrower and Guarantor, subject to
      bankruptcy, insolvency or creditors rights laws generally and principles of
      equity generally. The Note, this Mortgage and the other Transaction Documents
      are not subject to any right of rescission, set-off, counterclaim or defense,
      including the defense of usury, nor would the operation of any of the terms
      of
      the Note, this Mortgage or any of the other Transaction Documents, or the
      exercise of any right thereunder, render this Mortgage unenforceable, in whole
      or in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury.





5.3 No
      Conflicts; Consents and Authority .
      The
      execution, delivery and performance of the Transaction Documents by Borrower
      and
      Guarantor, as the case may be, (a) do not violate any provision of law
      (including without limitation, any law relating to usury), any order of any
      court or governmental or administrative agency, or any indenture, agreement
      or
      other instrument to which Borrower or Guarantor is a party or by which Borrower
      or Guarantor or any of their property is bound; (b) do not conflict with, result
      in a breach of or constitute (with due notice and/or lapse of time) a default
      under any such indenture, agreement or other instrument; (c) do not violate
      the
      articles of incorporation and by-laws, partnership agreement, operating
      agreement or trust agreement, as the case may be, of Borrower or Guarantor;
      (d)
      will not have any material adverse effect on the business or financial condition
      of Guarantor or Borrower; (e) will not result in the creation or imposition
      of
      any Encumbrance upon any of the assets of Borrower or Guarantor, except as
      contemplated by the Transaction Documents; (f) are within the power and
      authority of the Borrower; (g) have been duly authorized by all requisite
      organizational action; and (h) have received all necessary approvals and
      consents, corporate, governmental or otherwise. Borrower (and the undersigned
      representative of Borrower, if any) has the full power, authority and legal
      right to execute this Mortgage, and to mortgage, grant, bargain, sell pledge,
      assign, warrant, transfer and convey the Property pursuant to the terms hereof
      and to keep and observe all of the terms of this Mortgage on Borrower’s part to
      be performed.


7





5.4 No
      Litigation; Condemnation .
      There
      is no suit, proceeding or investigation pending or threatened against or
      affecting Borrower or Guarantor, at law or in equity, or before or by any
      governmental or administrative agency, which if adversely determined, would
      have
      a material adverse effect on the business or condition of Borrower or Guarantor
      or their performance under the Transaction Documents. No judgment, decree or
      order of any court or governmental or administrative agency or instrumentality
      has been issued against Guarantor or Borrower which has or may have any material
      adverse effect on the business or condition of Guarantor or Borrower. There
      is
      no proceeding threatened or pending for the total or partial condemnation,
      appropriation, or recapture of any material portion of the Property that would
      materially adversely affect Borrower’s performance under the Transaction
      Documents, or the use, value, or operation of the Property.





5.5. Accuracy
      of Information .
      All
      written and oral information, reports and data, including, without limitation,
      the Financial Information, given to Lender with respect to Borrower, Guarantor,
      Lessee or others obligated under the Transaction Documents are accurate and
      correct in all material respects and complete insofar as completeness may be
      necessary to give Lender a true and accurate knowledge of the subject matter
      thereof. There is no statement of fact made in the Transaction Documents that
      contains any untrue statement of a material fact or omits to state any material
      fact necessary to make statements contained herein or therein not misleading.
      Borrower has disclosed all material facts regarding Borrower and/or the Property
      that might adversely affect the Property, the business operations conducted
      thereon, or Borrower.





5.6. Assignment
      of Leases and Rents .
      Borrower has the right to assign the Leases and Rents to Lender, and has not
      executed any prior assignment of the Leases or Rents or of its interests
      therein. Borrower has delivered to Lender a true and complete copy of all
      existing Leases, together with all amendments, supplements and other
      modifications.





5.7 Leases
      and Rents .
      (a)
      Borrower is the sole owner of the entire lessor’s interest in the Lease; (b) the
      Lease is valid and enforceable and in full force and effect; (c) the Lease
      is an
      arms-length agreement with bona fide, independent third parties; (d) no party
      under the Lease is in default; (e) all Rents due have been paid in full; (f)
      none of the Rents have been assigned or otherwise pledged or hypothecated;
      (g)
      none of the Rents have been collected for more than one (1) month in advance;
      (h) the tenants under the Lease have accepted the Property and have taken
      possession of the Property on a rent-paying basis; (i) there exist no offsets
      or
      defenses to the payment of any portion of the Rents and Borrower has no monetary
      obligation to any tenant under the Lease; (j) Borrower has received no notice
      from any tenant challenging the validity or enforceability of the Lease; (k)
      there are no agreements with the tenant under the Lease other than expressly
      set
      forth in the Lease; (l) the Lease is valid and enforceable against Borrower
      and
      the tenants set forth therein; (m) no Lease contains an option to purchase,
      right of first refusal to purchase or any other similar provision; (n) no person
      or entity has any possessory interest in, or right to occupy, the Property
      except under and pursuant to a Lease; (o) each Lease is subordinate to this
      Mortgage, either pursuant to its terms or a recordable subordination agreement;
      (p) all security deposits relating to the Leases have been collected by Borrower
      and are being held in accordance with all Applicable Laws; and (q) no brokerage
      commissions or finders fees are due and payable regarding any
      Lease.


8





5.8 Title
      to Property; Permitted Encumbrances .
      Borrower has good and marketable title to the Land, Fixtures, Personal Property
      and other Property in fee simple, all free and clear of any Encumbrance except
      for the Permitted Encumbrances. The Permitted Encumbrances have not materially
      and adversely affected or interfered with (a) the use or operation of the
      Property, (b) the value of the Property, nor (c) the ability of the Borrower
      to
      pay in full the principal, interest and other amounts due under the Transaction
      Documents as required thereunder, nor does Borrower reasonably foresee any
      such
      material and adverse affect or interference arising from the Permitted
      Encumbrances during the term of the Loan. The Property constitutes one or more
      separate tax parcels and does not constitute a portion of any other tax lot
      not
      a part of the Property. The Property is being, and will continue to be, used
      as
      a sales and service facility for new and used automobiles and other motor
      vehicles. Except as disclosed in the title insurance policy insuring Lender’s
      lien in the Property arising under this Mortgage, there are no pending or,
      to
      the knowledge of Borrower, proposed special or other assessments for public
      improvements or otherwise affecting the Property, nor, to the knowledge of
      the
      Borrower, are there any contemplated improvements to the Property that may
      result in such special or other assessments.





5.9 Improvements .
      None of
      the Improvements lies outside of the boundaries and building restriction lines
      of the Property and no improvements on adjoining properties materially encroach
      upon the Property. The Improvements and Land, and the contemplated use and
      occupancy thereof, comply with applicable zoning, building and land use laws
      and
      ordinances, or constitute a legal nonconforming use or structure.





5.10 Condition
      of Property; Compliance .
      The
      Property is free and clear of any damage that would materially and adversely
      affect the use or value of the Property and is in good repair and condition.
      All
      building systems contained in the Property are in good working order. The
      Property is in compliance with all Applicable Laws and private covenants now
      or
      hereafter relating to the ownership, construction, use or operation of the
      Property.





5.11 Environmental
      Compliance .
      Based
      upon an environmental site assessment of the Property and information that
      Borrower knows or should reasonably have known, (a) there are no Hazardous
      Materials or underground storage tanks in, on, or under the Property, except
      those that are both (1) in compliance with Environmental Laws and with permits
      issued pursuant thereto (if such permits are required), if any, and (2) either
      (A) in amounts not in excess of that necessary to operate the Property or (B)
      fully disclosed to and approved by Lender in writing pursuant to the
      Environmental Report; (b) there are no past, present or threatened Releases
      of
      Hazardous Materials in violation of any Environmental Law and which would
      require remediation by a governmental authority in, on, under or from the
      Property except as described in the Environmental Report; (c) there is no threat
      of any Release of Hazardous Materials migrating to the Property except as
      described in the Environmental Report; (d) there is no past or present
      non-compliance with Environmental Laws, or with permits issued pursuant thereto,
      in connection with the Property except as described in the Environmental Report;
      (e) Borrower does not know of, and has not received, any written or oral notice
      or other communication from any person or entity (including but not limited
      to a
      governmental entity) relating to Hazardous Materials in, on, under or from
      the
      Property; and (f) Borrower has truthfully and fully provided to Lender, in
      writing, any and all information relating to environmental conditions in, on,
      under or from the Property known to Borrower or contained in Borrower’s files
      and records, including, without limitation, any reports relating to Hazardous
      Materials in, on, under or migrating to or from the Property and/or to the
      environmental condition of the Property.


9





5.12 Access;
      Utilities .
      The
      Property has adequate rights of access to public ways and is adequately served
      by utilities, including, without limitation, adequate water, sewer, electricity,
      gas, telephone, sanitary sewer and storm drain facilities. All public utilities
      necessary for the continued use and enjoyment of the Property for its current
      purpose are located in the public right-of-way abutting the Property, and all
      such utilities are connected so as to serve the Property without passing over
      other property. All roads necessary for the full use of the Property for its
      current purpose have been completed and dedicated to public use and accepted
      by
      all governmental authorities or are the subject of access easements for the
      benefit of the Property.





5.13 Flood
      Zone .
      The
      Property is located in a flood hazard area designated as Flood Zone “X” by the
      Federal Emergency Management Agency Standard on Flood Hazard Determination
      Certificate No. 13524532-0001.





5.14 First
      Lien .
      Upon
      the execution by the Borrower and recording of this Mortgage, and upon the
      filing of UCC-1 Financing Statements with the secretary of state in the
      jurisdiction in which Borrower is duly organized, Lender shall have a valid
      and
      enforceable first priority lien on the Land, Improvements and Fixtures, and
      a
      valid and enforceable security interest in the Personal Property and all other
      Property subject to no liens, charges, encumbrances other than the Permitted
      Exceptions. Lender will release its lien on the Parcel upon recording of the
      Principal Pay Down as set forth in Note.





Borrower
      shall promptly give written notice to Lender of any breach under this Section
      5.





6. Covenants
      and Indemnities .
      Until
      the Indebtedness is paid in full and all Obligations are performed, Borrower
      covenants and agrees as follows:





6.1. Repair;
      Waste .
      Borrower shall (a) keep the Property in good order and condition and make all
      necessary or appropriate repairs, replacements and renewals thereof, (b) comply
      with all agreements affecting the Property and its use, (c) obtain the written
      consent of Lender prior to making any material alterations or additions to
      the
      Property or removing any of the Improvements or Fixtures, (d) not abandon the
      Property or leave the Property unprotected, unguarded or deserted, and (e)
      not
      cause or permit waste of the Property.





6.2. Casualty .
      (a)  Borrower
      shall give Lender prompt written notice of a Casualty. Unless Lender applies
      any
      insurance proceeds received to repayment of the Indebtedness, Borrower shall
      promptly proceed to restore, repair, replace or rebuild the Property in
      accordance with applicable law to be of at least equal value and of
      substantially the same character as prior to such damage or destruction even
      if
      no Policy is in effect and/or neither Lender nor Borrower receive any insurance
      proceeds. Notwithstanding the occurrence of a Casualty, Borrower will continue
      to pay the Indebtedness in accordance with the Note and the other Transaction
      Documents.





(b) Borrower
      shall promptly file and prosecute its claims for insurance under any Policies
      in
      good faith and with due diligence and cause the proceeds of such claims to
      be
      collected and paid over to Lender. Except as provided in Section 6.2 (c), Lender
      will apply such insurance proceeds to the payment of the Indebtedness in
      accordance with the terms of the Note. If Borrower is unable to settle its
      claims under the Policies within six (6) months of a Casualty, then Lender
      may
      settle and adjust any claim without the consent of Borrower and agree with
      the
      insurance company or companies on the amount to be paid on the loss. Borrower
      hereby irrevocably appoints Lender as Borrower's attorney-in-fact, coupled
      with
      an interest, with exclusive power to make any compromise or settlement in
      connect with any claim under the Policies arising from the Casualty and to
      collect, receive and retain any proceeds under any Policy with respect to a
      Casualty, subject to the provisions of this Mortgage. The expenses incurred
      by
      Lender in the adjustment and collection of insurance proceeds shall become
      part
      of the Indebtedness and be secured hereby and shall be reimbursed by Borrower
      to
      Lender upon demand.


10





(c) If,
      in
      the reasonable judgment of Lender, the Property can be restored within a twelve
      (12) month period and prior to the Maturity Day to an economic unit not
      materially less valuable and not less useful than the Property was prior to
      the
      Casualty, and after such restoration will adequately secure the outstanding
      balance of the Indebtedness, and if no Event of Default shall have occurred
      and
      be then continuing, then Lender shall make the proceeds of insurance (after
      reimbursement of any expenses incurred by Lender) available to reimburse
      Borrower for the cost of restoring, repairing, replacing or rebuilding the
      Property or part thereof subject to the Casualty, in the manner set forth in
      Section 6.2 (d). Borrower will commence and diligently to prosecute such
      restoring, repairing, replacing or rebuilding; provided, that Borrower shall
      pay
      all costs (and if required by Lender, Borrower shall deposit the total thereof
      with Lender in advance) of such restoring, repairing, replacing or rebuilding
      in
      excess of the net insurance proceeds made available pursuant to the terms
      hereof.





(d) In
      the
      event Borrower is entitled hereunder to reimbursement out of insurance proceeds
      held by Lender, Lender will disburse such proceeds from time to time upon being
      furnished with (1) evidence satisfactory to it of the estimated cost of
      completion of the restoration, repair, replacement and rebuilding, (2) funds
      or,
      at Lender's option, assurances satisfactory to Lender that such funds are
      available, sufficient in addition to the proceeds of insurance to complete
      the
      proposed restoration, repair, replacement and rebuilding, and (3) such
      architect's certificates, waivers of lien, contractor's sworn statements, title
      insurance endorsements, bonds, plats of survey and such other reasonable
      evidences of cost, payment and performance as Lender may reasonably require
      and
      approve. Lender may, in any event, require that all plans and specifications
      for
      such restoration, repair, replacement and rebuilding be submitted to and
      approved by Lender prior to commencement of work. No payment made prior to
      the
      final completion of the restoration, repair, replacement and rebuilding shall
      exceed ninety percent (90%) of the value of the work performed from time to
      time; funds other than proceeds of insurance shall be disbursed prior to
      disbursement of such proceeds; and at all times, the undisbursed balance of
      such
      proceeds remaining in the hands of Lender, together with funds deposited for
      that purpose or irrevocably committed to the satisfaction of Lender by or on
      behalf of Borrower for that purpose, shall be at least sufficient in the
      reasonable judgment of Lender to pay for the cost of completion of the
      restoration, repair, replacement or rebuilding, free and clear of all liens
      or
      claims for lien. Any surplus which may remain out of insurance proceeds held
      by
      Lender after payment of such costs of restoration, repair, replacement or
      rebuilding shall be paid to any party entitled thereto.





6.3. Condemnation .
      (a)
      Borrower shall give Lender prompt written notice of the actual or threatened
      commencement of any Condemnation and shall deliver to Lender copies of any
      and
      all pleadings served in connection with such Condemnation. Unless Lender applies
      the proceeds of any Award received to repayment of the Indebtedness, Borrower
      shall promptly proceed to restore, repair, replace or rebuild the Property
      in
      accordance with applicable law to be of at least equal value and of
      substantially the same character as prior to such condemnation, regardless
      of
      whether any Award is made to either Lender or Borrower. Notwithstanding the
      occurrence of a Taking or Condemnation, Borrower will continue to pay the
      Indebtedness in accordance with the Note and the other Transaction
      Documents.




11





(b) Borrower
      shall promptly file and prosecute its claims for any Awards in good faith and
      with due diligence and cause the Awards to be collected and paid over to Lender.
      Except as provided in Section 6.3 (c), Lender will apply an Award to the payment
      of the Indebtedness in accordance with the terms of the Note. If Borrower is
      unable to settle its claims for an Award with due diligence, then Lender may
      settle and adjust any claim without the consent of Borrower and agree with
      the
      public or quasi-public authority or authorities on the amount to be paid as
      a
      result of the Taking or Condemnation. Borrower hereby irrevocably appoints
      Lender as Borrower's attorney-in-fact, coupled with an interest, with exclusive
      power to collect, receive and retain any Award for any Taking accomplished
      through a Condemnation and to make any compromise or settlement in connection
      with such Condemnation, subject to the provisions of this Mortgage. The expenses
      incurred by Lender in the adjustment and collection of an Award shall become
      part of the Indebtedness and be secured hereby and shall be reimbursed by
      Borrower to Lender upon demand. Lender shall not be limited to the interest
      paid
      on the Award by the condemning authority but shall be entitled to receive out
      of
      the Award interest at the rate or rates provided in the Note.




(c) If,
      in
      the reasonable judgment of Lender, the Property can be restored within a twelve
      (12) month period and prior to the Maturity Day to an economic unit not
      materially less valuable and not less useful than the Property was prior to
      such
      Condemnation or Taking, and after such restoration will adequately secure the
      outstanding balance of the Indebtedness, and if no Event of Default shall have
      occurred and be then continuing, then Lender shall make the Award (after
      reimbursement of any expenses incurred by Lender) available to reimburse
      Borrower for the cost of restoring, repairing, replacing or rebuilding the
      Property or part thereof subject to the Condemnation or Taking, in the manner
      set forth in Section 6.3 (d). Borrower will commence and diligently to prosecute
      such restoring, repairing, replacing or rebuilding; provided, that Borrower
      shall pay all costs (and if required by Lender, Borrower shall deposit the
      total
      thereof with Lender in advance) of such restoring, repairing, replacing or
      rebuilding in excess of the Award made available pursuant to the terms
      hereof.




(d) In
      the
      event Borrower is entitled hereunder to reimbursement out of the Award held
      by
      Lender, Lender will disburse such proceeds from time to time upon being
      furnished with (1) evidence satisfactory to it of the estimated cost of
      completion of the restoration, repair, replacement and rebuilding, (2) funds
      or,
      at Lender's option, assurances satisfactory to Lender that such funds are
      available, sufficient in addition to the Award to complete the proposed
      restoration, repair, replacement and rebuilding, and (3) such architect's
      certificates, waivers of lien, contractor's sworn statements, title insurance
      endorsements, bonds, plats of survey and such other reasonable evidences of
      cost, payment and performance as Lender may reasonably require and approve.
      Lender may, in any event, require that all plans and specifications for such
      restoration, repair, replacement and rebuilding be submitted to and approved
      by
      Lender prior to commencement of work. No payment made prior to the final
      completion of the restoration, repair, replacement and rebuilding shall exceed
      ninety percent (90%) of the value of the work performed from time to time;
      funds
      other than proceeds of the Award shall be disbursed prior to disbursement of
      such proceeds; and at all times, the undisbursed balance of such proceeds
      remaining in the hands of Lender, together with funds deposited for that purpose
      or irrevocably committed to the satisfaction of Lender by or on behalf of
      Borrower for that purpose, shall be at least sufficient in the reasonable
      judgment of Lender to pay for the cost of completion of the restoration, repair,
      replacement or rebuilding, free and clear of all liens or claims for lien.
      Any
      surplus which may remain of the Award held by Lender after payment of such
      costs
      of restoration, repair, replacement or rebuilding shall be paid to any party
      entitled thereto.





12








6.4. Encumbrances,
      Claims and Taxes .
      Borrower shall not create, incur or permit to exist any Encumbrances on the
      Property, except for (a) the Permitted Encumbrances, (b) Encumbrances in favor
      of Lender or specifically approved in writing by Lender, and (c) Taxes not
      delinquent or being contested in good faith in accordance with Section 6.17
      (b)
      below. Borrower will pay when due all Taxes and will comply with all present
      and
      future laws, ordinances, rules, regulations, orders and requirements of public
      authorities, including without limitation zoning laws, applicable to Borrower
      and the Property. Borrower shall promptly defend any action, proceeding or
      claim
      affecting Borrower or the Property. **** Borrower
      shall promptly notify Lender of the commencement of any action, proceeding
      or
      claim or the occurrence of any other event that could have a material adverse
      effect on the Property or the financial condition or operations of Borrower
      if
      adversely determined.





6.5. Use
      of
      Property. The
      Property shall be occupied by a person or entity that is a party to a duly
      authorized and validly existing sales agreement with Ford Motor Company, its
      subsidiaries or affiliates or another automobile manufacturer acceptable to
      Lender, and shall be used primarily as an automobile dealership facility for
      the
      sale of both new and used automobiles.





6.6. Leases .
      (a)
      Borrower will duly and punctually perform all its covenants and obligations
      under the Leases and will use its best efforts to enforce the performance of
      the
      obligations of the lessees under the Leases. Borrower will appear and defend,
      at
      its cost and expense, any action or proceeding arising under or in any manner
      connected with the Leases or the obligations of any lessee under a Lease.
      Borrower will immediately notify Lender in writing of any default by Borrower
      or
      any lessee under a Lease. Without the prior written consent of Lender, Borrower
      shall not (1) terminate, amend, modify, waive any provisions of, reduce Rents
      under, or shorten the term of, any of the Leases, or grant any other concessions
      in connection therewith; (2) accept a surrender of all or any portion of the
      Leases; (3) execute any new Lease; (4) collect any of the Rents more than one
      (1) month in advance (except security deposits shall not be deemed Rents
      collected in advance); (5) execute any other assignment of the lessor’s interest
      in any of the Leases or the Rents; or (6) consent to any assignment of or
      subletting under any Leases.





(b) Upon
      written request from Lender, Borrower shall deliver to Lender true and complete
      copy of all of the existing Leases, together with all amendments, supplements
      and other modifications, and certify to Lender that, to the best of Borrower’s
      knowledge, no material default by Borrower under any existing Lease remains
      uncured beyond any applicable notice and cure period as of the date of such
      certification, or the details of such default and the actions being taken by
      Lender with respect thereto. Borrower shall not willfully withhold from Lender
      any information regarding renewal, extension, amendment, modification, waiver
      of
      provisions of, termination, rental reduction of, surrender of space of, or
      shortening of the term of, any Lease during the term of the Loan.





6.7. Insurance .
      During
      the entire term of the Loan, Borrower, at its sole cost and expense, for the
      mutual benefit of Borrower and Lender, shall obtain and maintain the following
      Policies:


13





(1) An
      "all
      risk" fire and extended perils insurance policy, including without limitation
      coverage for riot and civil commotion, vandalism, malicious mischief, burglary
      and theft, issued by an insurance company satisfactory to Lender, in an amount
      not less than the full replacement cost of the Improvements, Fixtures and
      Personal Property without deduction for physical depreciation; but in no event
      less than the amount necessary to avoid the operation of any co-insurance
      provisions with respect to the Property, subject to a maximum deductible of
      $5,000. Replacement value of the Improvements, Fixtures and Personal Property,
      exclusive of the cost of excavation, foundations and footings below the lowest
      basement floor, shall be determined from time to time during the term of the
      Loan (but not more frequently than once in any 24 calendar months) at the
      written request of Lender by an appraiser, engineer, architect or contractor
      designated by Lender, approved in writing by Borrower, and paid by Borrower.





(2) Flood
      insurance if any part of the Property is located in an area identified by the
      Federal Emergency Management Agency as an area having special flood hazards
      and
      in which flood insurance has been made available under the National Flood
      Insurance Program in an amount at least equal to the outstanding principal
      amount of the Loan or the maximum limit of coverage available with respect
      to
      the Improvements, Fixtures and Personal Property under said Program, whichever
      is less. At Lender’s request, Borrower shall immediately deliver evidence
      satisfactory to Lender that no portion of the Improvements is situated in a
      federally designated “special flood hazard area” or if it is, that Borrower has
      obtained insurance meeting the requirements of this Mortgage.




(3) Comprehensive
      public liability insurance, including broad form property damage, blanket
      contractual and personal injuries (including death resulting therefrom)
      coverages and containing minimum limits per occurrence of $1,000,000 and
      $2,000,000 in the aggregate for any policy year, and at least $5,000,000 excess
      and/or umbrella liability insurance for any and all claims, including all legal
      liability imposed upon Borrower and all court costs and reasonable attorneys'
      fee incurred in connection with the ownership, operation and maintenance of
      the
      Property. Boiler and machinery insurance, with provisions, coverage levels
      and
      limits of liability acceptable to Lender.




(4) During
      any period of repair or restoration, builder's "all risk" insurance in an amount
      equal to not less than the full insurable value of the Property insuring against
      such risks (including, without limitation, fire and extended coverage and
      collapse of the Improvements to agreed limits) as Lender may request, in form
      and substance acceptable to Lender.




(5) Such
      other insurance as may from time to time be reasonably required by Lender in
      order to protect its interests.


14




(b) All
      Policies shall (1) be issued by companies approved by Lender and licensed to
      do
      business in the state where the Property is located, with a claims paying
      ability rating of "AA" or better by Standard & Poor's Rating Services and/or
      a rating of "A:X" or better in the current Best's Insurance Reports; (2) name
      Lender and its successors and/or assigns as their interest may appear as the
      beneficiary/mortgagee; (3) contain a non-contributory standard mortgagee clause
      and a lender's loss payable endorsement or their equivalents, naming Lender
      as
      the person to which all payments made by such insurance company shall be paid;
      (4) contain a waiver of subrogation against Lender; (5) be maintained throughout
      the term of the Loan without cost to Lender; (6) shall be assigned and the
      originals delivered to Lender; (7) contain such provisions as Lender deems
      reasonably necessary or desirable to protect its interest including, without
      limitation, endorsements providing that neither Borrower, Lender nor any other
      party shall be a co-insurer under said Policies and that Lender shall receive
      at
      least thirty (30) days prior written notice of any modification, reduction
      or
      cancellation; and (8) be satisfactory in form and substance to Lender and shall
      be approved by Lender as to amounts, form, risk coverage, deductibles, loss
      payees and insureds. Borrower shall promptly pay all Insurance Premiums as
      the
      same become due and payable. Except to the extent sums sufficient to pay all
      Insurance Premiums have been deposited with Lender in accordance with the terms
      of this Mortgage, Borrower shall deliver to Lender evidence of the renewal
      of
      each of the Policies with receipts for the payment of the Insurance Premiums
      or
      other evidence of such payment reasonably satisfactory to Lender. If Borrower
      does not furnish such evidence and receipts at least thirty (30) days prior
      to
      the expiration of any expiring Policy, then Lender may procure, but shall not
      be
      obligated to procure, such insurance and pay the Insurance Premiums therefor,
      and Borrower agrees to reimburse Lender for the cost of such Insurance Premiums
      promptly on demand. Within thirty (30) days after request by Lender (which
      may
      not be more often than once every 24 months), Borrower shall obtain such
      increases in the amounts of coverage required hereunder as may be reasonably
      requested by Lender, taking into consideration changes in the value of money
      over time, changes in liability laws, changes in prudent customs and
      practices.




6.8. Hazardous
      Materials .
      (a) All
      uses and operations on or of the Property, whether by Borrower or any other
      person or entity, shall be in compliance with all Environmental Laws and permits
      issued pursuant thereto. There shall be no Releases of Hazardous Materials
      in,
      on, under or from the Property. There shall be no Hazardous Materials in, on,
      or
      under the Property, except those that are both (1) in compliance with all
      Environmental Laws and with permits issued pursuant thereto, if and to the
      extent required, and (2) (A) in amounts not in excess of that necessary to
      operate the Property or (B) fully disclosed to and approved by Lender in
      writing. Borrower shall keep the Property free and clear of all Environmental
      Liens, whether due to any act or omission of Borrower or any other person or
      entity. Borrower shall, at its sole cost and expense, fully and expeditiously
      cooperate in all activities pursuant to Subsection 6.8(b) below, including
      but
      not limited to providing all relevant information and making knowledgeable
      persons available for interviews. Borrower shall, at its sole cost and expense,
      perform any environmental site assessment or other investigation of
      environmental conditions in connection with the Property, pursuant to any
      reasonable written request of Lender, upon Lender’s reasonable belief that the
      Property is not in full compliance with all Environmental Laws, and share with
      Lender the reports and other results thereof, and Lender and other Indemnified
      Parties shall be entitled to rely on such reports and other results thereof.
      Borrower shall, at its sole cost and expense, comply with all reasonable written
      requests of Lender to reasonably effectuate remediation of any Hazardous
      Materials in, on, under or from the Property; and comply with any Environmental
      Law. Borrower shall not allow any tenant or other user of the Property to
      violate any Environmental Law. Borrower shall immediately notify Lender in
      writing after it has become aware of any presence or Release or threatened
      Releases of Hazardous Materials in, on, under, from or migrating towards the
      Property; any non-compliance with any Environmental Laws related in any way
      to
      the Property; any actual or potential Environmental Lien; any required or
      proposed remediation of environmental conditions relating to the Property;
      and
      any written or oral notice or other communication of which Borrower becomes
      aware from any source whatsoever (including but not limited to a governmental
      entity) relating in any way to Hazardous Materials. Any failure of Borrower
      to
      perform its obligations pursuant to this section shall constitute bad faith
      waste with respect to the Property.


15


(b) Lender
      and any other person or entity designated by Lender, including but not limited
      to any representative of a governmental entity, and any environmental
      consultant, and any receiver appointed by any court of competent jurisdiction,
      shall have the right, but not the obligation, to enter upon the Property at
      all
      reasonable times to assess any and all aspects of the environmental condition
      of
      the Property and its use, including, without limitation, conducting any
      environmental site assessment or audit (the scope of which shall be determined
      in Lender’s sole discretion) and taking samples of soil, groundwater or other
      water, air, or building materials, and conducting other invasive testing.
      Borrower shall cooperate with and provide access to Lender and any such person
      or entity designated by Lender.





(c) Where
      recommended by the Environmental Report or as a result of any other
      environmental site assessment or audit of the Property, Borrower shall establish
      and comply with an operations and maintenance program with respect to the
      Property, in form and substance reasonably acceptable to Lender, prepared by
      an
      environmental consultant reasonably acceptable to Lender, which program shall
      address any asbestos containing material or lead based paint that may now or
      in
      the future be detected at or on the Property. Without limiting the generality
      of
      the preceding sentence, Lender may require (1) periodic notices or reports
      to
      Lender in form, substance and at such intervals as Lender may specify, (2)
      an
      amendment to such operations and maintenance program to address changing
      circumstances, laws or other matters, (3) at Borrower’s sole expense,
      supplemental examination of the Property by consultants specified by Lender,
      (4)
      access to the Property by Lender, its agents or servicer, to review and assess
      the environmental condition of the Property and Borrower’s compliance with any
      operations and maintenance program, and (5) variation of the operations and
      maintenance program in response to the reports provided by any such
      consultants.





6.9. Compliance
      with Laws .
      Borrower will maintain its existence, licenses, permits, franchises and trade
      names and its authorization to own and operate the Property and to carry on
      its
      business as presently conducted in accordance with all Applicable Laws. Borrower
      will operate the Property and all businesses and other operations conducted
      thereon in accordance with all Applicable Laws and private covenants now or
      hereafter relating to the ownership, construction, use or operation of the
      Property. Borrower shall from time to time, upon Lender’s request, provide
      Lender with evidence reasonably satisfactory to Lender that the Property
      complies with all Applicable Laws or is exempt from compliance with Applicable
      Laws. Notwithstanding any provisions set forth herein or in any document
      regarding Lender’s approval of alterations of the Property, Borrower shall not
      alter the Property in any manner which would materially increase Borrower’s
      responsibilities for compliance with Applicable Laws without the prior written
      approval of Lender. Lender’s approval of the plans, specifications, or working
      drawings for alterations of the Property shall create no responsibility or
      liability on behalf of Lender for their completeness, design, sufficiency or
      their compliance with Applicable Laws. The foregoing shall apply to tenant
      improvements constructed by Borrower or by any of its tenants. Lender may
      condition any such approval upon receipt of a certificate of compliance with
      Applicable Laws from an independent architect, engineer, or other person
      acceptable to Lender. Borrower shall provide Lender with at least 30 days'
      prior
      written notice of a change to Borrower's legal name, state of incorporation,
      registration or organization, social security or Federal tax identification
      number, location of its chief executive office, or type of business organization
      (such as, corporation, partnership, limited liability company), or any violation
      of Applicable Laws by the Borrower, the Property or the businesses conducted
      thereon.




6.10. Inspection .
        In
        addition to rights to inspect the Property under Subsection 6.8(b), at all
        reasonable times and upon reasonable notice, Lender and its designated agents
        may enter on the Property to inspect the Property for compliance with the
        terms
        and conditions of this Agreement and Applicable Laws, including, without
        limitation, to assess the general condition of the Property. All such
        inspections shall be conducted at the cost of Borrower.





16





6.11 Transfers
      of Property, Etc. .
      Without
      the prior written consent of Lender, Borrower shall not directly or indirectly,
      (a) sell, exchange, transfer or otherwise dispose of all or any part of the
      Property or any interest therein; (b) consolidate with or merge into any other
      business concern or permit any other business concern to consolidate with or
      merge into Borrower; (c) allow the sale, assignment, pledge, encumbrance,
      mortgage or transfer to a third party of more than 20% of the voting stock,
      partnership interests or ownership interests (as the case may be) of Borrower;
      or (d) allow the seizure of the Property or attachment of any lien thereon,
      whether voluntary or involuntary, which has not been removed or bonded off
      to
      Lender's satisfaction within twenty (20) days of such attachment.





6.12 Operations
      of Borrower .
      Without
      the prior written consent of Lender, Borrower shall not directly or indirectly,
      (a) sell, exchange, transfer or otherwise dispose of any of Borrower's property,
      except in the ordinary course of business; (b) buy, rent, lease or acquire,
      directly or indirectly, property from any Related Party or in which a Related
      Party has an interest, except in the ordinary course of business or as disclosed
      in the Financial Information as of date hereof; (c) sell, exchange, transfer,
      lease or otherwise dispose of all or any substantial part of its capital assets;
      (d) make any payments upon or transfer any assets in satisfaction, in whole
      or
      in part, of any indebtedness subordinated to the Indebtedness or any other
      indebtedness owing to Lender; (e) make or have outstanding any loan or advance
      to any individual or entity, including without limitation any Related Party,
      except as disclosed in the Financial Information as of the date hereof; or
      (f)
      purchase any security of any corporation or invest in the obligations of any
      individual or entity.





6.13 Books
      and Records; Audit .
      Borrower will maintain full and complete books of account and other records
      reflecting the results of its operations (including its operation of the
      Property), in accordance with generally accepted accounting principles. At
      the
      request of Lender, Borrower will furnish Lender such financial data and other
      information relating to Borrower and the Property, including, without
      limitation, copies of all Leases. At reasonable times and upon reasonable
      notice, Lender may audit Borrower's books of account and records.





6.14 Reports
      of Financial Information .
      Borrower and Lessee will provide Lender (a) monthly profit and loss statements
      of Lessee or Borrower, if Borrower is the operator of the Property, and (b)
      annual cash flow statement, balance sheet and profit and loss statements of
      Borrower and Lessee. Each Guarantor shall furnish Lender with such financial
      statements (including federal and state tax returns) as may be required by
      Lender from time to time. All operating statements and other financial
      statements required by this Section shall be certified by Borrower, Lessee
      or
      Guarantor, as the case may be, in the form required by Lender; provided,
      however, that in the event of a material adverse change in the financial
      condition of Borrower and/or Lessee and upon at least 30 days prior written
      notice, Lender may require Borrower and/or Lessee to provide audited annual
      operating statements and other financial statements.


17





6.15 Indemnity .
      Borrower will defend and hold Lender and its successors and assigns harmless
      from any Indemnified Claim arising out of or in connection with (a) Borrower's
      or any other person’s or entity’s use, operation or ownership of the Property,
      (b) the value, security and enforceability of the Transaction Documents, (c)
      any
      suit brought by Lender to foreclose this Mortgage, to enforce any obligations
      secured by this Mortgage, and/or to prevent the breach hereof, including
      Lender's actions pursuant to Subsection 9.6 hereof, (d) the use, Release, or
      disposal of any Hazardous Materials on, under or about the Property or the
      transport or migration of any Hazardous Materials to or from the Property;
      and
      (e) the violation of any law relating to industrial hygiene or environmental
      conditions in connection with the Property, including soil and ground water
      conditions; and (f) the breach of any of the representations, warranties and
      covenants of Borrower with respect to Hazardous Materials set forth in the
      Transaction Documents. Borrower shall appear in and defend (or pay the expenses
      of Lender to defend, if Lender elects to handle such defense) any action or
      proceeding arising out of or in connection with any Indemnified Claim for which
      Lender is indemnified under the Section, and will pay Lender upon demand the
      amount of any Indemnified Claim for which Lender is indemnified under this
      Section, together with interest thereon at the Alternative Applicable Interest
      Rate from the date that Lender incurred such Indemnified Claim. Such amounts
      shall constitute additions to the Indebtedness and shall be secured by the
      Transaction Documents. Borrower's obligations under this Section 6.15 shall
      survive payment of the Indebtedness.





6.16 Existence .
      Borrower will continuously maintain (a) its existence and shall not dissolve
      or
      permit its dissolution, (b) its rights to do business in the state where the
      Property is located and (c) its franchises and trade names, if any.




6.17. Payment
      of Taxes .
      (a)
      Borrower shall promptly pay all Taxes, all Other Charges, and all charges for
      utility services provided to the Property as same become due and payable.
      Borrower will deliver to Lender, promptly upon Lender’s request, evidence
      satisfactory to Lender that the Taxes, Other Charges and utility service charges
      have been so paid or are not then delinquent. Borrower shall not suffer and
      shall promptly cause to be paid and discharged any lien or charge whatsoever
      which may be or become a lien or charge against the Property. Except to the
      extent sums sufficient to pay all Taxes and Other Charges have been deposited
      with Lender in accordance with the terms of this Mortgage, Borrower shall
      furnish to Lender paid receipts for the payment of the Taxes and Other Charges
      prior to the date the same are due. Borrower does not furnish such evidence
      and
      receipts at least thirty (30) days prior to the date the Taxes and Other Charges
      shall become due, then Lender may pay, but shall not be obligated to pay, such
      Taxes and Other Charges, and Borrower agrees to reimburse Lender for the cost
      of
      such Taxes and Other Charges promptly on demand.




(b) After
      prior written notice to Lender, Borrower, at its own expense, may contest by
      appropriate legal proceeding, promptly initiated and conducted in good faith
      and
      with due diligence, the amount or validity or application in whole or in part
      of
      any of the Taxes, provided that (1) no Event of Default has occurred and is
      continuing under the Note, this Mortgage or any other Transaction Documents,
      (2)
      Borrower is permitted to do so under the provisions of any other mortgage,
      deed
      of trust or deed to secure debt affecting the Property, (3) such proceeding
      shall suspend the collection of the Taxes from Borrower and from the Property
      or
      Borrower shall have paid all of the Taxes under protest, (4) such proceeding
      shall be permitted in accordance with the provisions of any other instrument
      to
      which Borrower is subject and shall not constitute a default thereunder, (5)
      neither the Property nor any part thereof or interest therein will be in danger
      of being sold, forfeited, foreclosed, terminated, cancelled or lost, and (6)
      Borrower shall have deposited with Lender adequate reserves for the payment
      of
      the Taxes, together with all interest and penalties thereon, unless Borrower
      has
      paid all of the Taxes under protest, or Borrower shall have furnished the
      security as may be required in the proceeding, or as may be reasonably requested
      by Lender to insure the payment of any contested Taxes, together with all
      interest and penalties thereon, taking into consideration of any amount that
      may
      be paid into tax and insurance reserves under this Mortgage that is available
      for payment of Taxes.


18





6.18. Junior
      Financing .  Borrower
      shall not, without the prior written consent of Lender, incur any additional
      indebtedness or create or permit to be created or to remain, any deed of trust,
      mortgage, pledge, lien, lease, encumbrance or charge on, or conditional sale
      or
      other title retention agreement, with respect to the Property or any part
      thereof or income therefrom, other than the Transaction Documents and the
      Permitted Encumbrances. Borrower will obtain the agreement of the holder, from
      time to time, of any other mortgage on the Property (an "Additional Mortgage"),
      to send Lender copies of all notices with respect thereto. Provided, however
      nothing contained in this Section 6.18 shall permit Borrower to enter into
      an
      Additional Mortgage without Lender's prior written consent.





Borrower
      will notify Lender promptly of the receipt of any notice given by the holder
      of
      any Additional Mortgage and will forward to Lender a copy of such
      notice.




7.             Default
      and Remedies.




7.1. Each
      of
      the following events and occurrences shall constitute an Event of Default under
      this Mortgage:




(a) Failure
      to Pay Indebtedness .
      If
      Borrower shall default in the due and punctual payment of all or any portion
      of
      the Indebtedness as and when the same shall become due and payable, whether
      at
      the Maturity Date or at a date fixed for prepayment or by acceleration or
      otherwise, and such default shall continue for a period of ten (10) business
      days.





(b) Failure
      to  Perform
      Obligations .
      If
      Borrower shall default in the due observance or performance of any of the
      Obligations other than the Obligations described in subsection (a) above, and
      such default shall not be curable, or if curable shall continue for a period
      of
      thirty (30) days after written notice thereof from Lender to Borrower; provided,
      however, that such cure period may be extended for up to an additional sixty
      (60) days so long as the applicable default requires work to be performed,
      acts
      to be done or conditions to be remedied which by their nature cannot be
      completed within such thirty (30) day period and Borrower commences to cure
      such
      default within such thirty (30) day period and thereafter diligently and
      continuously processes the same to completion. Notwithstanding the foregoing
      or
      any other provision to the contrary set forth in this Mortgage, the foregoing
      cure periods shall not apply to defaults in the observance or performance of
      any
      of the Obligations described in subsections (c) through (l) below.





(c) Bankruptcy,
      Receivership, Insolvency, Etc. If
      voluntary or involuntary proceedings under the Federal Bankruptcy Code, as
      amended, shall be commenced by or against Borrower, Guarantor, or Lessee, or
      any
      member or general partner of Borrower or Guarantor, or bankruptcy, receivership,
      insolvency, reorganization, dissolution, liquidation or other similar
      proceedings shall be instituted by or against Borrower, Guarantor, Lessee,
      or
      any member or general partner of Borrower or Guarantor or Lessee, with respect
      to all or any part of the property of Borrower, Guarantor, or Lessee, or such
      member or general partner under the Federal Bankruptcy Code, as amended, or
      other law of the United States or of any state or other competent jurisdiction,
      and if such proceedings are instituted against Borrower, Guarantor, or Lessee,
      or such member or general partner, it shall consent thereto or shall fail to
      cause the same to be dismissed within sixty (60) days.




(d) Judgment .
        If a
        final judgment for the payment of money in excess of Twenty-Five Thousand
        Dollars ($25,000.00) shall be rendered against Borrower or Guarantor and
        the
        same shall remain unpaid for a period of sixty (60) consecutive days during
        which period execution shall not be effectively stayed. No cure period shall
        apply to this Event of Default.


19




(e) Insurance
      Policies .
      If the
      Policies are not kept in full force and effect, or if the Policies are not
      delivered to Lender upon request. No cure period shall apply to a breach of
      this
      subsection.





(f) Payment
      of Taxes and Other Charges .
      Subject
      to the provisions of Section 6.17(b), if any Taxes, Other Charges or other
      amounts described in Section 6.17(a) are not paid when due and the same is
      not
      paid within thirty (30) days from the due date of the applicable amount, except
      to the extent sums sufficient to pay applicable Taxes and Other Charges have
      been deposited with Lender in accordance wit the terms of this Mortgage. No
      additional cure period shall apply to a breach of this subsection.





(g) Encumbrances .
      If the
      Property becomes subject to any Encumbrances, including, without limitation,
      mechanic’s, materialman’s or other similar Encumbrances, and such Encumbrance
      shall remain undischarged of record (by payment, bonding or otherwise) for
      a
      period of thirty (30) days. No additional cure period shall apply to a breach
      of
      this subsection. The term Encumbrances as used in this subsection excludes
      (1)
      the Permitted Encumbrances, (2) Encumbrances in favor of Lender or specifically
      approved in writing by Lender, and (3) liens for Taxes not delinquent or being
      contested in good faith in accordance with Section 6.17 (b).





(h) Tax
      Liens .
      If any
      federal tax lien is filed against Borrower, any member or general partner of
      Borrower, any Guarantor, any Lessee, or the Property and same is not discharged
      of record within thirty (30) days after same is filed. No additional cure period
      shall apply to a breach of this subsection.





(i) Guaranties
      and Indemnities .
      If any
      default occurs under any guaranty or indemnity executed in connection herewith
      (including any environmental indemnity) and such default continues after the
      expiration of applicable grace periods, if any.





(j) Laws
      Affecting Obligations and Indebtedness .
      If
      subsequent to the date of this Mortgage, any governmental entity in which the
      Property is located passes any law (1) which renders payment of the Indebtedness
      and/or performance of the Obligations by Borrower unlawful, or (2) which
      prohibits Lender from exercising any of its rights and remedies under the
      Transaction Documents. No cure period shall apply to a breach of this
      subsection.





(k) Default
      Under Other Mortgage .
      If the
      holder of any senior or junior mortgage or any other lien on the Property
      (without hereby implying Lender's consent to any such senior or junior or other
      mortgage or lien) institutes foreclosure or other proceedings for the
      enforcement of its remedies thereunder, or if a default exists under any other
      mortgage or lien on the Property, and such default shall continue for a period
      of ten (10) business days after written notice thereof by Lender to Borrower,
      notwithstanding any provision in the Transaction Documents or in any other
      document to the contrary with respect to notice and right to cure being provided
      to Lender.




(l) Prohibited
        Transfers .
        Any
        sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment,
        or
        other transfer of the Property or any direct or indirect interest in Borrower
        and/or any Guarantor made in violation of Section 6.11 of this Mortgage.
        No cure
        period shall apply to a breach of this subsection.
 
 (m) Default
        Under Other Loans .
        If a
        default shall occur under any of the Other Loans.


20




(n) Statutory
      Condition .
      A
      breach of the Statutory Condition.





7.2 Remedies .
      If an
      Event of Default occurs, Lender may, at its option, exercise any or all of
      the
      following remedies:





(a) Acceleration .
      Declare
      the unpaid portion of the Indebtedness to be immediately due and payable,
      without further notice or demand (each of which hereby is expressly waived
      by
      Borrower), whereupon the same shall become immediately due and
      payable.





(b) Enforcement
      of Mortgage .
      Lender,
      with or without entry, personally or by its agents or attorneys, insofar as
      applicable, may: (1) sell the Property and all estate, right, title and
      interest, claim and demand therein, and right of redemption thereof, to the
      extent permitted by and pursuant to the procedures provided by law, at one
      or
      more sales, and at such time and place upon such terms and after such notice
      thereof as may be required or permitted by law; (2) institute proceedings for
      the complete or partial foreclosure of this Mortgage; 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 Transaction Documents (without being required to foreclose this Mortgage)
      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 Lender shall elect.





(c) Foreclosure
      and Private Sale .
      Sell
      the Property, in whole or in part, pursuant to the procedures and powers set
      forth in Massachusetts General Laws, Chapter 183, Section 21 and Chapter 244,
      Sections 14 and 15, the provisions of which are incorporated herein by
      reference, or by other provisions provided by law including (1) under the
      judgment or decree of a court of competent jurisdiction, or (2) at public
      auction (if permitted by the laws of the jurisdiction in which the Property
      is
      situated) in such manner, at such time or times and upon such terms as Lender
      may determine, or as provided by law; and/or sell the Personal Property and/or
      the Fixtures, in whole or in part, at one or more public or private sales,
      in
      such manner, at such time or times and upon such terms as Lender may determine,
      or as provided by law.





(d) Additional
      Rights and Remedies .
      Without
      notice (other than the notices required by the specific terms of the Transaction
      Documents), without releasing Borrower from any Obligations, and without
      becoming a Lender in possession, Lender shall have the right, but not the
      obligation, to cure any breach or default of Borrower and, in connection
      therewith, by themselves or their agents or through a receiver appointed by
      a
      court of competent jurisdiction, to enter upon the Property and to do such
      acts
      and things as Lender, in its reasonable discretion deems necessary or desirable
      to protect the security hereof including, but without limitation, to appear
      in
      and defend any action or proceeding purporting to affect the security hereof
      or
      the rights or powers of Lender hereunder; to pay, purchase, contest or
      compromise any encumbrance, charge, lien or claim of lien which, in the
      reasonable judgment of Lender, is prior or superior hereto; to obtain insurance
      as required hereunder and to pay any Insurance Premiums therefor ; and to employ
      counsel, accountants, contractors and other appropriate persons to assist
      them.




(e) Other .
        Exercise any other remedy specifically granted under the Transaction Documents
        or now or hereafter existing in equity, at law, by virtue of statute or
        otherwise.


21








7.3 Receiver .
      Lender
      shall be entitled, as a matter of strict right, without notice and ex parte,
      and
      without regard to the value or occupancy of the security, or the solvency of
      the
      Borrower or of the Guarantor, or the adequacy of the Property as security for
      the Indebtedness, to have a receiver appointed to enter upon and take possession
      of the Property, collect the Rents and profits therefrom and apply the same
      as
      the court may direct. Such receiver shall have all the rights and powers
      permitted under the laws of the jurisdiction where the Property is located.
      Borrower hereby waives any requirements on the receiver or Lender to post any
      surety or other bond. Lender or the receiver may also take possession of, and
      for these purposes use, any and all Personal Property or any part thereof.
      The
      expense (including the receiver's fees, counsel fees, costs and agent's
      compensation) incurred pursuant to the powers herein contained shall be secured
      by this Mortgage. Lender shall (after payment of all costs and expenses
      incurred) apply such Rents, issues and profits received by it on the
      Indebtedness in the order set forth in this Section 7.3. Lender shall be liable
      to account only for such Rents, issues and profits actually received by
      Lender.





7.4 Separate
      Sales .
      Any
      real estate or any interest or estate therein sold pursuant to any non-judicial
      proceedings or any writ of execution issued on a judgment obtained by virtue
      of
      the Transaction Documents, or pursuant to any other judicial proceedings under
      this Mortgage or the other Transaction Documents, may be sold in one parcel,
      as
      an entirety, or in such parcels, and in such manner or order as Lender, in
      its
      sole discretion, may elect.





7.5 No
      Cure or Waiver .
      Neither
      Lender's nor any receiver's entry upon and taking possession of all or any
      part
      of the Property, nor any collection of Rents, issues, profits, insurance
      proceeds, condemnation proceeds or damages, other security or proceeds of other
      security, or other sums, nor the application of any collected sum to any
      Indebtedness and Obligations, nor the exercise of any other right or remedy
      by
      Lender or any receiver shall impair the status of the security, or cure or
      waive
      any default or notice of default under the Transaction Documents, or nullify
      the
      effect of any notice of default or sale or prejudice Lender in the exercise
      of
      any right or remedy, or be construed as an affirmation by Lender of any tenancy,
      lease or option or a subordination of the lien of this Mortgage.





7.6 No
      Conditions Precedent to Exercise of Remedies .
      Neither
      Borrower nor any other person now or hereafter obligated for payment of all
      or
      any part of the Indebtedness (including Guarantor) shall be relieved of such
      obligation by reason of the failure of Lender to comply with any request of
      Borrower or Guarantor or of any other person so obligated to take action to
      foreclose on this Mortgage or otherwise enforce any provisions of the
      Transaction Documents or the Note, or by reason of the release, regardless
      of
      consideration, of all or any part of the security held for the Indebtedness,
      or
      by reason of any agreement or stipulation between any subsequent owner of the
      Property and Lender extending the time of payment or modifying the terms of
      the
      Transaction Documents or Note without first having obtained the consent of
      Borrower, Guarantor or such other person; and in the latter event Borrower,
      Guarantor and all such other persons shall continue to be liable to make payment
      according to the terms of any such extension or modification agreement, unless
      expressly released and discharged in writing by Lender.




7.7 Remedies
        Cumulative and Concurrent .
        The
        rights and remedies of Lender as provided in the Transaction Documents shall
        be
        cumulative and concurrent and may be pursued separately, successively or
        together against Borrower or Guarantor or against other obligors or against
        the
        Property, or any one or more of them, at the sole discretion of Lender, and
        may
        be exercised as often as occasion therefore shall arise. The failure to exercise
        any such right or remedy shall in no event be construed as a waiver or release
        thereof, nor shall the choice of one remedy be deemed an election of remedies
        to
        the exclusion of other remedies.




22




7.8 Strict
      Performance .
      Any
      failure by Lender to insist upon strict performance by Borrower or Guarantor
      of
      any of the terms and provisions of the Transaction Documents shall not be deemed
      to be a waiver of any of the terms or provisions of the Transaction Documents
      and Lender shall have the right thereafter to insist upon strict performance
      by
      Borrower or Guarantor of any and all of them.





7.9. Payment
      of Costs, Expenses and Attorneys' Fees .
      Borrower agrees to pay to Lender immediately and without demand all costs and
      expenses incurred by Lender in exercising the remedies under the Transaction
      Documents (including but without limit, court costs and attorneys' fees, whether
      incurred in litigation or not) with interest at the Alternative Applicable
      Interest Rate , from the date of expenditure until said sums have been paid.
      Lender shall be entitled to bid, at the sale of the Property held pursuant
      to
      the power of sale granted herein or pursuant to any judicial foreclosure of
      this
      instrument, the amount of said costs, expenses and interest in addition to
      the
      amount of the other Indebtedness and Obligations as a credit bid, the equivalent
      of cash.





7.10. Waiver
      of Redemption, Notice, Marshaling, Etc. Borrower
      hereby waives and releases to the extent allowed by applicable law (a) all
      benefit that might accrue to Borrower and Guarantor by virtue of any present
      or
      future law exempting the Property, or any part of the proceeds arising from
      any
      sale thereof, from attachment, levy or sale on execution, or providing for
      any
      appraisement, valuation, stay of execution, exemption from civil process,
      redemption or extension of time for payment; (b) unless specifically required
      herein, all notices of Borrower's default or of Lender's election to exercise,
      or Lender's actual exercise, of any option or remedy under the Transaction
      Documents; (c) any right to have the liens against the Property marshaled;
      and
      (d) the right to plead or assert any statute of limitations as a defense or
      bar
      to the enforcement of the Transaction Documents.





7.11. Application
      of Proceeds .
      The
      proceeds of any sale of all or any portion of the Property and the amounts
      generated by any holding, leasing, operation or other use of the Property shall
      be applied by Lender (a) first, to the payment of the costs and expenses of
      taking possession of the Property (which are expressly secured hereby) and
      of
      holding, using, leasing, repairing, improving and selling the same (including,
      without limitation, payment of any Taxes or other taxes and any environmental
      remediation of the Property); (b) second, to the extent allowed by law, to
      the
      payment of attorneys' fees and other legal expenses, including expenses and
      fees
      incurred on appeals and legal expenses and fees of a receiver; (c) third, to
      the
      payment of accrued and unpaid interest on the Indebtedness; and (d) fourth,
      to
      the payment of the balance of the Indebtedness. The balance, if any, shall
      be
      paid to the parties entitled to receive it.




7.12. Release
      of Collateral .
      Lender
      may release, regardless of consideration, any part of the security held for
      the
      Indebtedness or Obligations without, as to the remainder of the security, in
      any
      way impairing or affecting the liens of the Transaction Documents or their
      priority over any subordinate lien. Without affecting the liability of Borrower,
      Guarantor or any other person for payment of the Indebtedness or for performance
      of the Obligations, and without affecting the rights of Lender with respect
      to
      any security not expressly released in writing, Lender may, at any time and
      from
      time to time, either before or after maturity of the Note, and without notice
      or
      consent: (a) release any person liable for payment of all or any part of the
      Indebtedness or for performance of any Obligations; (b) make any agreement
      extending the time or otherwise altering terms of payment of all or any part
      of
      the Indebtedness, or modifying or waiving any Obligation, or subordinating,
      modifying or otherwise dealing with the lien or charge hereof; (c) exercise
      or
      refrain from exercising or waive any right Lender may have; (d) accept
      additional security of any kind; and (e) release or otherwise deal with any
      property, real or personal, securing the Indebtedness, including all or any
      part
      of the Property.





23




7.13. Discontinuance
      of Proceedings .
      In the
      event Lender shall have proceeded to enforce any right under the Transaction
      Documents and such proceedings shall have been discontinued or abandoned for
      any
      reason, then in every such case Borrower, Guarantor and Lender shall be restored
      to their former positions and the rights, remedies and powers of Lender shall
      continue as if no such proceedings had been taken.





8. Secondary
      Market/Securitization Transactions .





8.1. Transfer
      of Loan .
      Lender
      may, at any time, sell, transfer or assign the Note, this Mortgage and the
      other
      Transaction Documents, and any or all servicing rights with respect thereto,
      or
      grant Participations therein, or issue Securities. Lender may forward to each
      Investor, prospective Investor, Rating Agency involved in the rating of such
      Securities, and any organization maintaining databases on the underwriting
      and
      performance of commercial mortgage loans, all documents and information which
      Lender now has or may hereafter acquire relating to the Indebtedness and to
      Borrower, any Guarantor, any Lessee and the Property, whether furnished by
      Borrower, any Guarantor, any Lessee or otherwise, as Lender determines necessary
      or desirable. Borrower irrevocably waives any and all rights it may have under
      Applicable Laws to prohibit such disclosure, including, without limitation,
      any
      right of privacy.





8.2. Cooperation .
      Borrower agrees, and Borrower shall cause any Guarantor and any Lessee to,
      cooperate with Lender in connection with any transfer made or any Securities
      contemplated by this Article 8, including, without limitation, the delivery
      of
      an estoppel certificate required in accordance with Section 8.3, such documents
      as may be reasonably requested by Lender and the information described below.
      Borrower shall also furnish to Lender, and consents to Lender furnishing to
      such
      Investors or such prospective Investors or such Rating Agency, any and all
      information concerning the Property, the Leases, the financial condition of
      Borrower, any Guarantor and any Lessee as may be requested by Lender, any
      Investor, any prospective Investor or any Rating Agency in connection with
      any
      sale or transfer of the Loan, any Participation or issuance of
      Securities.




8.3 Estoppel
        Certificates .
        (a)
        After request by Lender, Borrower, within ten (10) days, shall furnish Lender
        or
        any proposed assignee with a statement, duly acknowledged and certified,
        setting
        forth (1) the original principal amount of the Note, (2) the unpaid principal
        amount of the Note, (3) the rate of interest of the Note, (4) the terms of
        payment and maturity date of the Note, (5) the date installments of interest
        and/or principal were last paid, (6) that, except as provided in such statement,
        there are no Events of Default or events which with the passage of time or
        the
        giving of notice or both, would constitute an Event of Default under the
        Note or
        the Mortgage, (7) that the Note and this Mortgage are valid, legal and binding
        obligations and have not been modified or if modified, giving particulars
        of
        such modification, (8) whether any offsets or defenses exist against the
        obligations secured hereby and, if any are alleged to exist, a detailed
        description thereof, (9) that all Leases are in full force and effect and
        have
        not been modified (or if modified, setting forth all modifications), (10)
        the
        date to which the Rents thereunder have been paid pursuant to the Leases,
        (11)
        whether or not, to the best knowledge of Borrower, any of the lessees under
        the
        Leases are in default under the Leases, and, if any of the lessees are in
        default, setting forth the specific nature of all such defaults, (12) the
        amount
        of security deposits held by Borrower under each Lease and that such amounts
        are
        consistent with the amounts required under each Lease, and (13) as to any
        other
        matters reasonably requested by Lender and reasonably related to the Leases,
        the
        obligations secured hereby, the Property or this
        Mortgage.


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(b) Borrower
      shall use its best efforts to deliver to Lender, promptly upon request, duly
      executed estoppel certificates from any one or more lessees as required by
      Lender attesting to such facts regarding the Lease as Lender may require,
      including, without limitation, attestations that each Lease covered thereby
      is
      in full force and effect with no defaults thereunder on the part of any party,
      that none of the Rents have been paid more than one month in advance, and that
      the lessee claims no defense or offset against the full and timely performance
      of its obligations under the Lease.





(c) Upon
      any
      transfer or proposed transfer contemplated by Section 8.1 above, at Lender’s
      request, Borrower shall, and shall cause any Guarantor and any Lessee to,
      provide an estoppel certificate to the Investor or any prospective Investor
      in
      such form, substance and detail as Lender, such Investor or prospective Investor
      may require.




9. General
      Provisions .





9.1 Further
      Assurances .
      Upon
      the request of Lender, Borrower will, at the sole cost of Borrower, execute
      and
      deliver to Lender, in form satisfactory to Lender, such further instruments
      (including, without limitation, financing statements, estoppel certificates
      and
      declarations of no set-off) and do such further acts as may be necessary,
      desirable or proper to carry out more effectively the purpose of the Transaction
      Documents, to facilitate the assignment or transfer of the Transaction
      Documents, and to create, perfect and preserve Lender's liens upon the Property
      and Personal Property. Upon any failure by Borrower to execute and deliver
      such
      instruments, certificates and other documents on or before fifteen (15) days
      after receipt of written request therefore, Lender may, at the sole cost of
      Borrower, make, execute and record any and all such instruments, certificates,
      and other documents, and Borrower irrevocably appoints Lender the agent and
      attorney-in-fact of Borrower to do so. Borrower authorizes Lender to record
      and
      file this Mortgage or any financing statements to perfect its security interest
      in the Personal Property, Fixtures and Leases and Rents and to execute
      Borrower's name on such financing statement.





9.2 Notice .
      All
      notices and other communications required under the Transaction Documents shall
      be in writing and shall be deemed to have been properly given (a) upon delivery,
      if delivered in person or by facsimile transmission with receipt acknowledged
      by
      the recipient thereof and confirmed by telephone by sender, (b) one (1) business
      day after having been deposited for overnight delivery with any reputable
      overnight courier service, or (c) three (3) business days after having been
      deposited in any post office or mail depository regularly maintained by the
      U.S.
      Postal Service and sent by U. S. certified or registered mail, postage prepaid,
      return receipt requested, addressed to the party for whom it is intended at
      the
      Borrower's Address or the Lender's Address, as the case may be. Any party may
      designate a change of address by written notice to the other, giving at least
      ten (10) business days before such change of address is to become effective.




9.3 Maximum
        Rate of Interest .
        Notwithstanding any provision in the Transaction Documents, the total liability
        of Borrower under the Loan for Interest Payments shall not exceed the Legal
        Rate. In the event the Interest Payments for any month or other interest
        payment
        period exceed the Legal Rate, Lender shall apply all Interest Payments collected
        in excess of the Legal Rate for the period in question to the outstanding
        Principal Balance as of the date of receipt. Further, upon notice to Borrower,
        Lender may waive, reduce or limit the collection of any Interest Payments
        in
        excess of the Legal Rate.


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9.4. Expenses .
      Borrower shall pay all costs and expenses in connection with the administration,
      servicing, performance and enforcement of, and collection of all amounts due
      under, the Transaction Documents, including without limitation, fees and
      disbursements of Lender's attorneys, recording and filing expenses, conveyance
      fees, documentary stamps, recordation taxes, intangible and other taxes,
      surveys, appraisals, environmental site assessments, and title insurance
      policies, physical damage insurance, liability insurance, and any other costs
      incurred by Lender. Borrower shall pay Lender upon receipt of written notice
      from Lender, all of the foregoing costs and expenses incurred by Lender.





9.5. No
      Representations by Lender .
      By
      accepting or approving anything required to be observed, performed or fulfilled
      or to be given to Lender pursuant to the Transaction Documents, including
      without limitation any officer's certificate, survey, appraisal or insurance
      policy, Lender shall not be deemed to have warranted or represented the
      sufficiency, legality, effectiveness or legal effect of the same, or of any
      term, provision or condition thereof, and such acceptance or approval thereof
      shall not be or constitute any warranty or representation with respect thereto
      by Lender.





9.6. Lender's
      Right to Perform the Obligations .
      Time is
      of the essence. If Borrower shall fail to make any payment or perform any act
      required by the Transaction Documents, then Lender, upon lapse of any grace
      or
      notice periods and without further notice to or demand upon Borrower and without
      waiving or releasing any obligation or default, may make such payment or perform
      such act for the account of and at the expense of Borrower, as Lender elects.
      All reasonable and necessary sums so paid by Lender, and all costs and expenses,
      including, without limitation, reasonable attorneys' fees and expenses so
      incurred, together with interest thereon at the Alternative Applicable Interest
      Rate , shall constitute additions to the Indebtedness, and shall be paid by
      Borrower to Lender, on demand. If Lender shall elect to pay any Taxes and/or
      Other Charges, Lender may do so in reliance on any bill, statement or assessment
      procured from the appropriate public office, without inquiring into the accuracy
      thereof or into the validity of any such Taxes and/or Other
      Charges.





9.7. Severability .
      In case
      any one or more of the Obligations shall be invalid, illegal or unenforceable
      in
      any respect, the validity of the Transaction Documents and remaining Obligations
      shall be in no way affected, prejudiced or disturbed thereby.





9.8. Modification .
      The
      Transaction Documents and the terms of each of them may not be changed, waived,
      discharged or terminated orally, but only by an instrument in writing signed
      by
      the party against which enforcement of the change, waiver, discharge or
      termination is asserted.





9.9. Applicable
      Law .
      This
      Mortgage shall be governed by and construed according to the laws of the
      Commonwealth of Massachusetts.





9.10. Headings,
      Etc .
      The
      article headings and the section and subsection captions are inserted for
      convenience of reference only and shall in no way alter or modify the text
      of
      such articles, sections and subsections. Whenever used, the singular number
      shall include the plural, and the plural shall include the singular.





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9.11. Replacement
      Documents .
      Upon
      receipt of an affidavit of an officer of Lender as to the loss, theft,
      destruction or mutilation of the Note or any other Transaction Document which
      is
      not of public record, and, in the case of any such mutilation, upon surrender
      and cancellation of such Note or other Transaction Document, Borrower will
      issue, in lieu thereof, a replacement Note or other Transaction Document, dated
      the date of such lost, stolen, destroyed or mutilated Note or other Transaction
      Document in the same principal amount thereof and otherwise of like
      tenor.





9.12. WAIVER
      OF TRIAL BY JURY .
      BORROWER AND LENDER HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
      RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
      CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE
      APPLICATION FOR THE LOAN, THE NOTE, THIS MORTGAGE, OR THE OTHER TRANSACTION
      DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS
      OR AGENTS IN CONNECTION THEREWITH.





9.13. Mortgage
      Covenants and Statutory Condition .
      This
      Mortgage is given with Mortgage Covenants and is made upon the Statutory
      Condition contained in Massachusetts General Laws, Chapter 183, Sections 19
      and
      20, respectively, the provisions of which are incorporated herein by reference,
      for any breach of which Mortgagee shall have the Statutory Power of
      Sale.





Borrower
      has executed this Mortgage as of the date set forth above.







BORROWER:**BAY
                STATE
                REALTY HOLDINGS, INC.**,
              a Massachusetts corporationBy:Corey
              Shaker, PresidentBy:Charles
              Schwartz, Secretary







27





ACKNOWLEDGMENTS








STATE
      OF
      ________________ )


)
      SS.


COUNTY
      OF_______________ )





On
      February ___, 2006, before me, the undersigned, a Notary Public in and for
      the
      county and state aforesaid, personally appeared Corey Shaker, personally known
      to me (or proved to me on the basis of satisfactory evidence) to be the
      President therein named and acknowledged to me that the execution thereof was
      the free and voluntary act and deed of said President for the uses and purposes
      therein mentioned and on oath stated that they were authorized to execute said
      instrument on behalf of said corporation.





WITNESS
      my hand and official seal.







(SEAL)Notary
                Public in and for the
              Commonwealth
                of
                MassachusettsMy
              commission
              expires: ______________











STATE
        OF
        ________________ )
 )
        SS.
 COUNTY
        OF_______________ )


On
      February ____, 2006, before me, the undersigned, a Notary Public in and for
      the
      county and state aforesaid, personally appeared Charles Schwartz, personally
      known to me (or proved to me on the basis of satisfactory evidence) to be the
      Secretary therein named and acknowledged to me that the execution thereof was
      the free and voluntary act and deed of said Secretary for the uses and purposes
      therein mentioned and on oath stated that they were authorized to execute said
      instrument on behalf of said corporation.





(SEAL)Notary
                  Public in and for the
                Commonwealth
                  of
                  MassachusettsMy
                commission
                expires: ______________





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**SCHEDULE
      A**






**Description
      of Property**




That
      certain parcel of land situated in Framingham in the County of Middlesex and
      said Commonwealth, described as follows:





Southwest
      by Worcester Road, one hundred seventy-one and 39/100 feet;




Northwesterly
      by lot A3 as shown on plan hereinafter mentioned, three hundred eighty-four and
      48/100 feet; and





Northeasterly,
      one hundred thirty-four and 31/100 feet, and





Southeasterly,
      four hundred one and 05/100 feet by land now or formerly of Frederick D. Sanger,
      et al.





Said
      parcel is shown as lot A4 on said plan, (Plan No. 8126 E )





Also
      another certain parcel of land situated in said Framingham, described as
      follows:





Southwesterly
      by Worcester Road, one hundred and eighty feet;





Northwesterly
      by the middle line of a Way, forty feet wide, as shown on plan hereinafter
      mentioned, three hundred fifty-nine and 84/100 feet;





Northerly
      by land now or formerly of John N. Merriam, twenty-one and 86/100
      feet;





Northeasterly
      by land now or formerly of Frederick D. Sanger, et al, one hundred and thirty
      feet; and





Southeasterly
      by lot A4 on said plan, three hundred eighty-four and 48/100 feet.





Said
      parcel is shown on lot A3 on said plan, (Plan No. 8126 E ).





All
      of
      said boundaries are determined by the Court to be located as shown on a
      subdivision plan, as approved by the Court, filed in the Land Registration
      Office, a copy of which is filed in the Registry of Deeds for the South Registry
      District of Middlesex County in Registration Book 388, Page 301, with
      Certificate 58053.


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**SCHEDULE
      B**






**Permitted
      Encumbrances**







1.
              Taxes,
                  water rates, sewer rents, and assessments not yet due and
                  payable.2.
              Lot
                  A3 and A4 are subject to an Easement to the Commonwealth of Massachusetts
                  set forth in a Taking by Department of Public Works filed with
                  said
                  Registry as Document No. 115492 as confirmed by a Grant to the
                  Commonwealth of Massachusetts, dated March 2, 1932 filed with said
                  Registry as Document No. 495369.3.
              Notice
                  of Lease to Hometown Auto Framingham, Inc. filed with said Registry
                  as
                  Document No. 113706.4.
              Plan
                  entitled “ALTA/ACSM Land Title Survey for the Project Name Car Dealership
                  Project prepared Lawyers Title Insurance Corporation and Falcon
                  Financial
                  LLC” dated February 19, 1999, prepared by International Land Services,
                  Inc., discloses that the stonewall on the northeasterly boundary
                  extends
                  over the property line and encroaches onto adjoining property.






30