form8k010808ex42.htm


    
      

    


    


    
      	
              Record
&
                Return To:

              Mark
                C.
                Simon, Esq.

              Katten
                Muchin
                Rosenman LLP

              525
                W. Monroe
                Street

              Chicago,
                Illinois 60661

               

              This
                Instrument was Prepared by

              Shannon
                B.
                Gray, Esq.

              Carlton
                Fields, P.A.

              Corporate
                Center Three at International Plaza

              4221
                W. Boy
                Scout Boulevard

              Tampa,
                Florida 33607

            	 
	
              (space
                above
                reserved for recorder’s use)

               

            
	
              AMENDED
                AND RESTATED LEASEHOLD MORTGAGE, SECURITY AGREEMENT

              AND
                FINANCING STATEMENT

               

               

              TAMPA
                WESTSHORE ASSOCIATES LIMITED PARTNERSHIP

              c/o
                The
                Taubman Company LLC

              200
                East Long
                Lake Road, Suite 300

              Bloomfield
                Hills, Michigan 48304

               

              as
                MORTGAGOR

               

              IN
                FAVOR
                OF

               

              EUROHYPO
                AG,
                NEW YORK BRANCH

              1114
                Avenue
                of the Americas

              29th
                Floor

              New
                York, New
                York 10036

              Agent,

               

              as
                MORTGAGEE

               

               

               

               

              DATED:  AS
                OF JANUARY 8, 2008

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    MORTGAGOR
      EXECUTED
      IN FAVOR OF DRESDNER BANK AG, NEW YORK BRANCH, THAT CERTAIN LEASEHOLD MORTGAGE,
      SECURITY AGREEMENT AND FINANCING STATEMENT DATED AS OF NOVEMBER 10, 1999 AND
      RECORDED ON NOVEMBER 16, 1999 IN OFFICIAL RECORDS BOOK 09922, PAGE 1704 IN
      THE
      PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA (THE “DRESDNER MORTGAGE”),
      AS ASSIGNED TO MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC. BY THAT CERTAIN
      ASSIGNMENT OF LEASEHOLD MORTGAGE DATED AS OF DECEMBER 23, 2002 AND RECORDED
      ON
      DECEMBER 30, 2002 IN OFFICIAL RECORDS BOOK 12228, PAGE 0512 IN THE PUBLIC
      RECORDS OF HILLSBOROUGH COUNTY, FLORIDA, AS RENEWED AND RESTATED BY THAT CERTAIN
      RENEWED AND RESTATED LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND
      SECURITY AGREEMENT DATED AS OF DECEMBER 23, 2002 AND RECORDED ON DECEMBER 30,
      2002 IN OFFICIAL RECORDS BOOK 12228, PAGE 0518 IN THE PUBLIC RECORDS OF
      HILLSBOROUGH COUNTY, FLORIDA, WHICH MORTGAGE  WAS ASSIGNED TO WELLS
      FARGO BANK MINNESOTA, N.A., AS TRUSTEE FOR MORGAN STANLEY I INC. COMMERCIAL
      MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2003-XLF DATED JULY 8, 2003 AND
      RECORDED OCTOBER 14, 2003 IN OFFICIAL RECORDS BOOK 13209, PAGE 1551, AS ASSIGNED
      TO MORGAN STANLEY MORTGAGE CAPITAL INC. BY THAT CERTAIN ASSIGNMENT OF LEASEHOLD
      MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT DATED AS OF
      OCTOBER 16, 2006 AND RECORDED ON JANUARY 12, 2007 IN OFFICIAL RECORDS BOOK
      17332, PAGE 1920 IN THE PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA, AS
      ASSIGNED TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR MORGAN STANLEY
      CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-XLF
      BY
      THAT CERTAIN ASSIGNMENT OF MORTGAGE AND ASSIGNMENT OF ASSIGNMENT OF LEASES
      AND
      RENTS DATED AS OF FEBRUARY 15, 2007 AND RECORDED ON MAY 31, 2007 IN OFFICIAL
      RECORDS BOOK 17803, PAGE 0700 IN THE PUBLIC RECORDS OF HILLSBOROUGH COUNTY,
      FLORIDA  (THE “EXISTING MORTGAGE”).  THIS AMENDED AND
      RESTATED LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT AMENDS
      AND RESTATES THE EXISTING MORTGAGE.  BASED UPON AN AGGREGATE PRINCIPAL
      AMOUNT OF $193,500,000.00 SECURED BY THE DRESDNER MORTGAGE, FLORIDA DOCUMENTARY
      STAMP TAXES IN THE AMOUNT OF $677,250.00 AND INTANGIBLE PERSONAL PROPERTY TAXES
      IN THE AMOUNT OF $341,000.00 WERE PAID UPON THE RECORDING OF THE DRESDNER
      MORTGAGE.  THE CURRENT OUTSTANDING PRINCIPAL SECURED BY THE EXISTING
      MORTGAGE IS $175,150,369.64 AND THE PRINCIPAL AMOUNT SECURED HEREBY IS
      $325,000,000.00, WHICH INCLUDES A FUTURE ADVANCE OF
      $149,849,630.36, AND THEREFORE, FLORIDA DOCUMENTARY STAMP
      TAXES IN THE AMOUNT OF $524,473.95 AND INTANGIBLE PERSONAL PROPERTY TAXES IN
      THE
      AMOUNT OF $299,699.26 ARE DUE ON THE INCREASE IN THE PRINCIPAL AMOUNT TO BE
      SECURED HEREBY AND SHALL BE PAID IN CONNECTION WITH THE RECORDATION OF THIS
      MORTGAGE.

     

    THIS
      AMENDED AND
      RESTATED LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT (this
      “Mortgage”) is made as of the 8th day of January, 2008, by
      TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership
      (“Mortgagor”), whose address is c/o The Taubman Company LLC,
      200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304, in favor
      of EUROHYPO AG, NEW YORK BRANCH (“Mortgagee”), whose address is
      1114 Avenue of the Americas, 29th Floor,
      New York,
      New York 10036, individually and as “Agent” for the other
      lenders who are from time-to-time party to the Loan Agreement (as such term
      is
      defined below) (collectively, the “Lender”).

     

    W
      I T N E S S E
      T H:

     

    WHEREAS,
      Mortgagor and Dresdner Bank AG, New York Branch, as agent,
      (“Dresdner”) entered into that certain Loan Agreement dated as
      of November 1, 1999 (the “Dresdner Loan Agreement”), pursuant
      to which Dresdner agreed to make a loan to Mortgagor in the original principal
      amount of One Hundred Ninety-Three Million Five Hundred Thousand and No/100
      Dollars ($193,500,000.00) (the “Dresdner Loan”);

     

    WHEREAS,
      Mortgagor executed that certain Leasehold Mortgage, Security Agreement, and
      Financing Statement for the benefit of Dresdner, dated as of November 10, 1999
      and recorded November 16, 1999, in the Official Records of Hillsborough County,
      Florida (the “Recorder’s Office”) at Book 09922, Page 1704 (the
“Dresdner Mortgage”);

     

    WHEREAS,
      Dresdner assigned the Dresdner Mortgage to Morgan Stanley Mortgage Capital
      Inc.,
      a New York corporation (successor in interest to Morgan Stanley Dean Witter
      Mortgage Capital, Inc., a New York corporation) (“Morgan
      Stanley”), pursuant to that certain Assignment of Leasehold Mortgage,
      dated as of December 23, 2002 and recorded December 30, 2002 in the Recorder’s
      Office at Book 12228, Page 0512;

     

    WHEREAS,
      Mortgagor executed that certain Renewed and Restated Leasehold Mortgage,
      Assignment of Leases and Rents and Security Agreement for the benefit of Morgan
      Stanley, dated as of December 23, 2002 and recorded December 30, 2002 in the
      Recorder’s Office, at Book 12228, Page 0518 (the “Morgan Stanley
      Mortgage”);

     

    WHEREAS,
      Mortgagor and Morgan Stanley, entered into that certain Loan Agreement dated
      as
      of December 23, 2002 (the “Existing Loan Agreement”), pursuant
      to which Morgan Stanley agreed to make a loan to Mortgagor in the original
      principal of One Hundred Ninety-Two Million and No/100 Dollars ($192,000,000.00)
      (the “Existing Loan”);

     

    WHEREAS,
      the Existing Loan is evidenced by (i) that certain Second Renewed and Restated
      Promissory Note A-1 (Split Note A-1) dated July 1, 2003, in the original
      principal sum of up to ONE HUNDRED FIFTEEN MILLION SEVEN HUNDRED NINETY-SIX
      THOUSAND THREE HUNDRED SEVENTY-ONE AND 72/100 Dollars ($115,796,371.72)
      (“Split Note A-1”); (ii) that certain Second Renewed and
      Restated Promissory Note A-2 (Split Note A-2) dated July 1, 2003, in the
      original principal sum of up to THIRTY-EIGHT MILLION ONE HUNDRED ONE THOUSAND
      EIGHT HUNDRED FOURTEEN AND 14/100 Dollars ($38,101,814.14) (“Split Note
      A-2”); and (iii) that certain Renewed and Restated Promissory Note A-3
      (Split Note A-3) dated July 1, 2003, in the original principal sum of up to
      THIRTY-EIGHT MILLION ONE HUNDRED ONE THOUSAND EIGHT HUNDRED FOURTEEN AND 14/100
      Dollars ($38,101,814.14) (the “Split Note A-3”), each made by
      Mortgagor in favor of Morgan Stanley (collectively, the “Existing
      Notes”);

     

    WHEREAS,
      Morgan Stanley assigned the Existing Loan to Wells Fargo Bank N.A. as trustee
      for Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates,
      Series 2003-XLF (“Wells Fargo”) pursuant to that certain
      Assignment of Renewed and Restated Leasehold Mortgage, Assignment of Leases
      and
      Rents and Security Agreement dated as of July 8, 2003 and recorded October
      14,
      2003 in the Recorder’s Office at Book 13209, Page 1544 (the “Morgan
      Mortgage Assignment 1”)

     

    WHEREAS,
      Wells Fargo assigned the Morgan Stanley Mortgage to Morgan Stanley pursuant
      to
      that certain Assignment of Leasehold Mortgage, Assignment of Leases and Rents
      and Security Agreement dated as of October 16, 2006 and recorded on January
      12,
      2007 in the Recorder’s Office at Book 17332, Page 1920 (the “Morgan
      Mortgage Assignment 2);

     

    WHEREAS,
      Morgan Stanley assigned the Morgan Stanley Mortgage to LaSalle Bank National
      Association, as trustee for the Morgan Stanley Capital I Inc. Commercial
      Mortgage Pass-Through Certificates, Series 2007-XLF (“LaSalle”)
      pursuant to that certain Assignment of Mortgage and Assignment of Assignment
      of
      Leases and Rents dated as of February 15, 2007 and recorded May 31, 2007 in
      the
      Recorder’s Office at Book 17803, Page 0700 (the “Morgan Mortgage
      Assignment 3; collectively with the Morgan Stanley Mortgage, the Morgan
      Mortgage Assignment 1 and the Morgan Mortgage Assignment 2, the
“Existing Mortgage”);

     

    WHEREAS,
      simultaneously herewith, Mortgagee purchased the Existing Loan from LaSalle,
      and
      in connection therewith, LaSalle assigned the Existing Mortgage and the Existing
      Notes to Mortgagee pursuant to that certain Assignment of Loan Documents dated
      as of January 8, 2008, and recorded in the Recorder’s Office at Book _____, Page
      _____;

     

    WHEREAS,
      Mortgagee and Lender agreed to make a loan to Mortgagor in the aggregate
      principal amount of up to THREE HUNDRED TWENTY-FIVE MILLION and No/100 DOLLARS
      ($325,000,000.00) (the “Loan”), from time to time under the
      terms of the new promissory notes given in substitution of the Existing Notes
      (collectively, the “Notes”) each dated as of January 8, 2008,
      pursuant to and in accordance with the terms and provisions of that certain
      Loan
      Agreement dated as of January 8, 2008, by and among Agent, Lender and Mortgagor
      (the “Loan Agreement”).  All terms not otherwise
      defined herein shall have the meanings ascribed to such terms in the Loan
      Agreement;

     

    WHEREAS,
      in connection with the Loan, Mortgagor and Mortgagee shall, at even date
      herewith, execute and deliver all of the other Loan Documents (as such term
      is
      defined in the Loan Agreement) from Mortgagor to Mortgagee and/or between
      Mortgagor and Mortgagee (inclusive of this Mortgage); and

     

    WHEREAS,
      Mortgagor desires to secure the payment and performance of the
      Obligations.

     

    NOW,
      THEREFORE, FOR
      AND IN CONSIDERATION OF THE SUM OF TEN AND NO/100 DOLLARS ($10.00), AND OTHER
      VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
      ACKNOWLEDGED THE EXISTING MORTGAGE IS HEREBY AMENDED AND RESTATED AND RENEWED
      TO
      READ AS FOLLOWS:

     

    MORTGAGOR
      HEREBY
      IRREVOCABLY MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, TRANSFERS, PLEDGES,
      SETS OVER AND ASSIGNS, AND GRANTS A SECURITY INTEREST, TO MORTGAGEE, ITS
      SUCCESSORS AND ASSIGNS, in all of Mortgagor’s estate, right, title and interest
      in, to and under any and all of the following described property, whether now
      owned or hereafter acquired (collectively, the
“Property”):

     

    A.           All
      of Mortgagor’s right, title, and interest in that certain real property situated
      in the City of Tampa, County of Hillsborough, State of Florida, more
      particularly described on Exhibit A attached hereto and incorporated
      herein by this reference (the “Real Estate”), together with all
      of the easements, rights, privileges, franchises, tenements, hereditaments
      and
      appurtenances now or hereafter thereunto belonging or in any way appertaining
      and all of the estate, right, title, interest, claim and demand whatsoever
      of
      Mortgagor therein or thereto, either at law or in equity, in possession or
      in
      expectancy, now or hereafter acquired, including but not limited to all of
      the
      estate, right, title, interest, claim and demand whatsoever of Mortgagor under
      that certain Shopping Center Lease, dated September 10, 1998, between
      Hillsborough County Aviation Authority, as lessor (“Lessor”)
      and Mortgagor, as lessee, which was recorded on September 17, 1998 in Book
      9242
      at Page 1058 and on March 19, 1999 in Book 9535 at Page 1 in Public Records
      of
      Hillsborough County, Florida, as amended by that certain First Amendment to
      Shopping Center Lease, dated June 1, 2001 between Lessor and Mortgagor, which
      was recorded on July 25, 2001 in Book 10958 at Page 1851 in the Public Records
      of Hillsborough County, Florida and that certain Lease dated June 14, 2001
      between Lessor, as lessor, and Concorde Companies, as lessee, which was recorded
      on July 16, 2001 in Book 10942 at Page 686 in the Public Records of Hillsborough
      County, Florida, as amended by that certain First Amendment to Lease, dated
      April 5, 2007 between Lessor and Concorde Companies, which was recorded on
      April
      20, 2007 in Book 17689 at Page 1891 in the Public Records of Hillsborough
      County, Florida, as thereafter assigned by Concorde Companies to IP Land
      Associates LLC, a Delaware limited liability company, by that certain Ground
      Lease Assignment, dated as of April 20, 2007, the assignment was recorded on
      April 20, 2007 in Book 17689 at Page 1931 in the Public Records of Hillsborough
      County, Florida, the lessee’s interest under which has been further assigned to
      Mortgagor by that certain Ground Lease Assignment dated as of January 8, 2008,
      the assignment was recorded on ________, 2008 in Book _____ at Page ____ in
      the
      Public Records of Hillsborough County, Florida, individually or collectively,
      as
      the context shall require;

     

    B.           All
      structures, buildings and improvements of every kind and description now or
      at
      any time hereafter located or placed on the Real Estate (the
“Improvements”);

     

    C.           All
      furniture, furnishings, fixtures, goods, equipment, inventory or personal
      property owned by Mortgagor and now or hereafter located on, attached to or
      used
      in and about the Improvements, including, but not limited to, all machines,
      engines, boilers, dynamos, elevators, stokers, tanks, cabinets, awnings,
      screens, shades, blinds, carpets, draperies, lawn mowers, and all appliances,
      plumbing, heating, air conditioning, lighting, ventilating, refrigerating,
      disposal and incinerating equipment, and all fixtures and appurtenances thereto,
      and such other goods and chattels and personal property owned by Mortgagor
      as
      are now or hereafter used or furnished in operating the Improvements, or the
      activities conducted therein, and all building materials and equipment hereafter
      situated on or about the Real Estate or Improvements, and all warranties and
      guaranties relating thereto, and all additions thereto and substitutions and
      replacements therefor (exclusive of any of the foregoing owned or leased by
      tenants of space in the Improvements);

     

    D.           All
      reciprocal easement agreements, and operating agreements, and agreements between
      Mortgagor and Anchor Tenants, easements, rights-of-way, strips and gores of
      land, vaults, streets, ways, alleys, passages, sewer rights, air rights and
      other development rights now or hereafter located on the Real Estate or under
      or
      above the same or any part or parcel thereof, and all estates. rights, titles,
      interests, tenements, hereditaments and appurtenances, reversions and remainders
      whatsoever, in any way belonging, relating or appertaining to the Real Estate
      and/or Improvements or any part thereof, or which hereafter shall in any way
      belong, relate or be appurtenant thereto, whether now owned or hereafter
      acquired by Mortgagor;

     

    E.           All
      water, ditches, wells, reservoirs and drains and all water, ditch, well,
      reservoir and drainage rights which are appurtenant to, located on, under or
      above or used in connection with the Real Estate or the Improvements, or any
      part thereof, whether now existing or hereafter created or
      acquired;

     

    F.           All
      minerals, crops, timber, trees, shrubs, flowers and landscaping features now
      or
      hereafter located on, under or above the Real Estate;

     

    G.           All
      Interest Rate Protection Products, cash funds, deposit accounts and other rights
      and evidence of rights to cash, now or hereafter created or held by Mortgagee
      or
      Lender pursuant to this Mortgage, the Loan Agreement, or any other of the Loan
      Documents;

     

    H.           All
      leases (including, without limitation, oil, gas and mineral leases), subleases,
      licenses, concessions and occupancy agreements of all or any part of the Real
      Estate or the Improvements now or hereafter entered into (each, a
“Lease” and collectively, the “Leases”) and
      all rents, royalties, issues, profits, revenue, income and other benefits
      (collectively, the “Rents and Profits”) of the Real Estate or
      the Improvements, now or hereafter arising from the use or enjoyment of all
      or
      any portion thereof or from any present or future Lease or other agreement
      pertaining thereto or arising from any of the Contracts (as hereinafter defined)
      or any of the General Intangibles (as hereinafter defined) and all cash or
      securities deposited to secure performance by the tenants, subtenants, lessees
      or licensees, as applicable (each, a “Tenant” and collectively,
      the “Tenants”), of their obligations under any such Leases,
      whether said cash or securities are to be held until the expiration of the
      terms
      of said Leases or applied to one or more of the installments of rent coming
      due
      prior to the expiration of said terms, subject to, however, the provisions
      contained in Section 1.7 hereinbelow;

     

    I.           All
      contracts and agreements now or hereafter entered into relating to any part
      of
      the Real Estate or the Improvements (collectively, the
“Contracts”) and all revenue, income and other benefits
      thereof, including, without limitation, management agreements, development
      agreements, service contracts, maintenance contracts, equipment leases, personal
      property leases and any contracts or documents relating to construction on
      any
      part of the Real Estate or the Improvements (including plans, drawings, surveys,
      tests, reports, bonds and governmental approvals) or to the management,
      operation, leasing, sale, maintenance or repair of any part of the Real Estate
      or the Improvements, subject to Mortgagor’s license to collect the Rents and
      Profits as set forth in Section 1.6 below;

     

    J.           All
      present and future monetary deposits given to any public or private utility
      with
      respect to utility services furnished to any part of the Real Estate or the
      Improvements;

     

    K.           All
      present and future funds, accounts, instruments, accounts receivable, documents,
      causes of action, claims, general intangibles (including without limitation,
      trademarks, trade names, servicemarks and symbols now or hereafter used in
      connection with any part of the Real Estate or the Improvements, all names
      by
      which the Real Estate or the Improvements may be operated or known, all rights
      to carry on business under such names, and all rights, interest and privileges
      which Mortgagor has or may have as developer or declarant under any covenants,
      restrictions or declarations now or hereafter relating to the Real Estate or
      the
      Improvements) and all notes or chattel paper now or hereafter arising from
      or by
      virtue of any transactions related to the Real Estate or the Improvements
      (collectively, the “General Intangibles”);

     

    L.           All
      water taps, sewer taps, certificates of use and occupancy (or their equivalent),
      permits, licenses, franchises, certificates, consents, approvals and other
      rights and privileges now or hereafter obtained in connection with the Real
      Estate or the Improvements and all present and future warranties and guaranties
      relating to the Improvements or to any equipment, fixtures, furniture,
      furnishings, personal property or components of any of the foregoing now or
      hereafter owned by Mortgagor and located or installed on the Real Estate or
      the
      Improvements;

     

    M.           All
      building materials, supplies and equipment now or hereafter placed on the Real
      Estate or in the Improvements and all architectural renderings, models,
      drawings, plans, specifications, studies and data now or hereafter relating
      to
      the Real Estate or the Improvements;

     

    N.           All
      right, title and interest of Mortgagor in any insurance policies or binders
      now
      or hereafter relating to the Property including any unearned premiums
      thereon;

     

    O.           All
      proceeds, products, substitutions and accessions (including claims and demands
      therefor) of the conversion, voluntary or involuntary, of any of the foregoing
      into cash or liquidated claims, including, without limitation, proceeds of
      insurance and condemnation awards and proceeds of refunds of any taxes or
      assessments levied against the Property with respect to any period in which
      this
      Mortgage encumbers the Property;

     

    P.           All
      other or greater rights and interests of every nature in the Real Estate or
      the
      Improvements and in the possession or use thereof and income therefrom, whether
      now owned or hereafter acquired by Mortgagor.

     

    FOR
      THE PURPOSES OF
      SECURING:

     

    (1)           The
      debt evidenced by the Notes in the aggregate principal amount of Three Hundred
      Twenty-Five Million and 00/100 Dollars ($325,000,000.00), together with interest
      as therein provided;

     

    (2)           All
      indebtedness and obligations of Mortgagor pursuant to the Loan
      Agreement;

     

    (3)           The
      full and prompt payment and performance of all of the provisions, agreements,
      covenants and obligations herein contained and contained in any other
      agreements, documents or instruments now or hereafter evidencing, guarantying,
      securing or otherwise relating to the indebtedness evidenced by the Note,
      including, but not limited to the Loan Documents and the payment of all other
      sums therein covenanted to be paid;

     

    (4)           Any
      and all additional advances made by Lender to protect or preserve the Property
      or the lien or security interest created hereby on the Property, or for taxes,
      assessments or insurance premiums as hereinafter provided or for performance
      of
      any of Mortgagor’s obligations hereunder or under the other Loan Documents or
      for any other purpose provided herein or in the other Loan Documents (whether
      or
      not the original Mortgagor remains the owner of the Property at the time of
      such
      advances); and

     

    (5)           Any
      and all other indebtedness now owing or which may hereafter be owing by
      Mortgagor to Mortgagee under the Loan Documents (as the same may be
      supplemented, amended or modified from time to time), including, without
      limitation, all prepayment fees, however and whenever incurred or evidenced,
      whether express or implied, direct or indirect, absolute or contingent, or
      due
      or to become due, all indebtedness to Mortgagee or Lender under Interest Rate
      Agreement, and all renewals, modifications, consolidations, replacements and
      extensions thereof;

     

    (All
      of the sums
      referred to in Paragraphs (1) through (5) above are herein sometimes referred
      to
      as the “secured indebtedness” or the “indebtedness secured
      hereby”).

     

    TO
      HAVE AND TO HOLD
      the Property unto Mortgagee, its successors and assigns forever, for the
      purposes and uses herein set forth.

     

    PROVIDED,
      HOWEVER,
      that if the principal and interest and all other sums due or to become due
      under
      the Note and the other Loan Documents, including, without limitation, any
      prepayment fees required pursuant to the terms of the Note, shall have been
      paid
      at the time and in the manner stipulated therein and all other sums payable
      hereunder and all other indebtedness secured hereby shall have been paid and
      all
      other covenants contained in the Loan Documents shall have been performed,
      then,
      in such case, this Mortgage shall be satisfied and the estate, right, title
      and
      interest of Mortgagee in the Property shall cease, and upon payment to Mortgagee
      of all costs and expenses incurred for the preparation of the release
      hereinafter referenced and all recording costs if allowed by law, Mortgagee
      shall release this Mortgage and the lien hereof by proper
      instrument.

     

    ARTICLE
      I

     

    COVENANTS
      OF MORTGAGOR

     

    For
      the purpose of
      further securing the indebtedness secured hereby and for the protection of
      the
      security of this Mortgage, for so long as the indebtedness secured hereby or
      any
      part thereof remains unpaid, Mortgagor covenants and agrees as
      follows:

     

     

    1.1  Defense
      of
      Title.  If, while this Mortgage is in force, title to the Property
      or the interest of Mortgagee therein shall be the subject, directly or
      indirectly, of any action at law or in equity, or be attached directly or
      indirectly, or endangered, clouded or adversely affected in any manner.
      Mortgagor, at Mortgagor’s expense, shall take all necessary and proper steps for
      the defense of said title or interest, including the employment of counsel
      approved by Mortgagee, the prosecution or defense of litigation, and the
      compromise or discharge of claims made against said title or interest.
      Notwithstanding the foregoing, in the event that Mortgagee determines that
      Mortgagor is not adequately performing its obligations under this Section,
      Mortgagee may, without limiting or waiving any other rights or remedies of
      Mortgagee hereunder, take such steps with respect thereto as Mortgagee shall
      deem necessary or proper; any and all costs and expenses incurred by Mortgagee
      in connection therewith, together with interest thereon at the Default Rate
      from
      the date incurred by Mortgagee until actually paid by Mortgagor, shall be
      immediately paid by Mortgagor on demand and shall be secured by this Mortgage
      and by all of the other Loan Documents securing all or any part of the
      indebtedness evidenced by the Note.

     

     

    1.2  Performance
      of
      Obligations.  Mortgagor shall pay when due the principal of and
      the interest on the indebtedness evidenced by the Note. Mortgagor shall also
      pay
      all charges, fees and other sums required to be paid by Mortgagor as provided
      in
      the Loan Documents, and shall observe, perform and discharge all obligations,
      covenants and agreements to be observed, performed or discharged by Mortgagor
      set forth in the Loan Documents in accordance with their terms. Further,
      Mortgagor shall promptly perform and comply in all material respects with all
      covenants, conditions, obligations and prohibitions required of Mortgagor in
      connection with any other document or instrument affecting title to the
      Property, or any part thereof, regardless of whether such document or instrument
      is superior or subordinate to this Mortgage.

     

     

    1.3  Insurance.  Mortgagor
      shall, at Mortgagor’s expense, maintain in force and effect on the Property at
      all times while this Mortgage continues in effect the insurance required by
      Section 8.1(c) of the Loan Agreement and shall renew all such insurance as
      required by Section 16.1(a) of the Loan Agreement, the provisions of which
      are
      hereby incorporated herein by reference.

     

     

    1.4  Payment
      of
      Taxes.  Mortgagor shall pay or cause to be paid, all taxes and
      assessments which are or may become a lien on the Property or which are assessed
      or imposed against the property in accordance with and subject to the provisions
      of Section 15.2(c) of the Loan Agreement, the terms of which are incorporated
      herein by reference.

     

     

    1.5  Casualty
      and
      Condemnation.  In the event of the occurrence of any casualty
      affecting, or for the institution of any proceedings for eminent domain or
      for
      the condemnation of, the Property of any portion thereof, Mortgagor does hereby
      assign to Mortgagee all proceeds of insurance or condemnation in accordance
      with
      but subject to Section 16 of the Loan Agreement, the terms of which are
      incorporated herein by reference, and agrees to proceed in accordance with
      the
      terms and provisions of Section 16 of the Loan Agreement.

     

     

    1.6  Rents
      and
      Profits.  As additional and collateral security for the payment of
      the indebtedness secured hereby and cumulative of any and all rights and
      remedies herein provided for, Mortgagor hereby absolutely and presently assigns
      to Mortgagee all existing and future Leases, and all existing and future Rents
      and Profits. Mortgagor hereby grants to Mortgagee the sole, exclusive and
      immediate right, without taking possession of the Property, to demand, collect
      (by suit or otherwise), receive and give valid and sufficient receipts for
      any
      and all of said Rents and Profits, for which purpose Mortgagor does hereby
      irrevocably make, constitute and appoint Mortgagee its attorney-in-fact with
      full power to appoint substitutes or a trustee to accomplish such purpose (which
      power of attorney shall be irrevocable so long as any indebtedness secured
      hereby is outstanding, shall be deemed to be coupled with an interest, shall
      survive the voluntary or involuntary dissolution of Mortgagor and shall not
      be
      affected by any disability or incapacity suffered by Mortgagor subsequent to
      the
      date hereof). Mortgagee shall be without liability for any loss which may arise
      from a failure or inability to collect Rents and Profits, proceeds or other
      payments. However, until the occurrence of an Event of Default under this
      Mortgage, Mortgagor shall have a license to collect and receive the Rents and
      Profits when due and prepayments thereof for not more than one month prior
      to
      due date thereof. Upon the occurrence of an Event of Default, Mortgagor’s
      license shall automatically terminate without notice to Mortgagor and Mortgagee
      may thereafter, without taking possession of the Property, collect the Rents
      and
      Profits itself or by an agent or receiver. From and after the termination of
      such license, Mortgagor shall be the agent of Mortgagee in collection of the
      Rents and Profits and all of the Rents and Profits so collected by Mortgagor
      shall be held in trust by Mortgagor for the sole and exclusive benefit of
      Mortgagee and Mortgagor shall, within three (3) business days after receipt
      of
      any Rents and Profits, pay the same to Mortgagee to be applied by Mortgagee
      as
      hereinafter set forth. Neither the demand for or collection of Rents and Profits
      by Mortgagee, nor the exercise of Mortgagee’s rights as assignee of the Leases,
      shall constitute any assumption by Mortgagee of any obligations under any Lease
      or other agreement relating thereto. Mortgagee is obligated to account only
      for
      such Rents and Profits as are actually collected or received by Mortgagee.
      Mortgagor irrevocably agrees and consents that the respective payors of the
      Rents and Profits shall, upon demand and notice from Mortgagee of an Event
      of
      Default hereunder, pay said Rents and Profits to Mortgagee without liability
      to
      determine the actual existence of any Event of Default claimed by Mortgagee.
      Mortgagor hereby waives any right, claim or demand which Mortgagor may now
      or
      hereafter have against any such payor by reason of such payment of Rents and
      Profits to Mortgagee, and any such payment shall discharge such payor’s
      obligation to make such payment to Mortgagor. All Rents and Profits collected
      or
      received by Mortgagee shall be applied against all expenses of collection,
      including, without limitation, reasonable attorneys’ fees, against costs of
      operation and management of the Property and against the indebtedness secured
      hereby, in whatever order or priority as to any of the items so mentioned in
      accordance with the Loan Agreement. Neither the exercise by Mortgagee of any
      rights under this Section nor the application of any Rents and Profits to the
      secured indebtedness shall cure or be deemed a waiver of any Default or Event
      of
      Default hereunder. The assignment of Leases and of Rents and Profits hereinabove
      granted shall continue in full force and effect during any period of foreclosure
      or redemption with respect to the Property. As additional security for the
      indebtedness secured hereby, Mortgagor has executed an Assignment of Leases
      and
      Rents dated of even date herewith (as hereafter amended, consolidated or
      modified from time to time, the “Assignment”) in favor of
      Mortgagee covering all of the right, title and interest of Mortgagor, as
      landlord, lessor or licensor, in and to any Leases. All rights and remedies
      granted to Mortgagee under the Assignment shall be in addition to and cumulative
      of all rights and remedies granted to Mortgagee hereunder.

     

     

    1.7  Leases.

     

    (a)  Lease
      Requirements and Administration.  Execution and administration of
      all Leases shall be subject to the terms and provisions of Section 14.20 and
      Section 15.15 of the Loan Agreement, the terms of which are incorporated herein
      by reference.

     

    (b)  Security
      Deposits.  All security deposits of tenants, whether held in cash
      or in any other form, shall be held in compliance with applicable
      law.  Any bond or other instrument which Mortgagor is permitted to
      hold in lieu of cash security deposits under any applicable legal requirements
      shall be maintained in full force and effect in the full amount of such deposits
      unless replaced by cash deposits as hereinabove described; shall be issued
      by an
      institution reasonably satisfactory to Mortgagee; shall, if permitted pursuant
      to any applicable legal requirements, name Mortgagee as payee or mortgagee
      thereunder or, at Mortgagee’s option, be assigned or fully assignable to
      Mortgagee; and shall, in all respects, comply with any applicable legal
      requirements and otherwise be reasonably satisfactory to Mortgagee. Mortgagor
      shall, upon request, provide Mortgagee with evidence reasonably satisfactory
      to
      Mortgagee of Mortgagor’s compliance with the foregoing. Upon an Event of Default
      under this Mortgage, Mortgagor shall, immediately upon Mortgagee’s request (if
      permitted by applicable law), deliver to Mortgagee the security deposits (and
      any interest previously earned thereon and not disbursed to the person(s)
      lawfully entitled to receive same) with respect to all or any portion of the
      Property, to be held by Mortgagee subject to the terms of the
      Leases.

     

    (c)  Rights
      of
      Mortgagee Upon Default.  Upon an Event of Default and during the
      continuance thereof, whether before or after the whole principal sum secured
      hereby is declared to be immediately due or whether before or after the
      institution of legal proceedings to foreclose this Mortgage, forthwith, upon
      demand of Mortgagee, Mortgagor shall surrender to Mortgagee and Mortgagee shall
      be entitled to take actual possession of the Property or any part thereof
      personally, or by its agent or attorneys in compliance with all applicable
      laws.
      In such event, Mortgagee shall have, and Mortgagor hereby gives and grants
      to
      Mortgagee, the right, power and authority to make and enter into Leases for
      such
      rents and for such periods of occupancy and upon conditions and provisions
      as
      Mortgagee may deem desirable in its sole discretion, and Mortgagor expressly
      acknowledges and agrees that the term of such Lease may extend beyond the date
      of any foreclosure sale at the Property; it being the intention of Mortgagor
      that in such event Mortgagee shall be deemed to be and shall be the
      attorney-in-fact of Mortgagor for the purpose of making and entering into Leases
      for the rents and upon the terms, conditions and provisions deemed desirable
      to
      Mortgagee in its sole discretion and with like effect as if such Leases had
      been
      made by Mortgagor as the leasehold owner of the Property free and clear of
      any
      conditions or limitations established by this Mortgage. The power and authority
      hereby given and granted by Mortgagor to Mortgagee shall be deemed to be coupled
      with an interest, shall not be revocable by Mortgagor so long as any
      indebtedness secured hereby is outstanding, shall survive the voluntary or
      involuntary dissolution of Mortgagor and shall not be affected by any disability
      or incapacity suffered by Mortgagor subsequent to the date hereof. In connection
      with any action taken by Mortgagee pursuant to this Section, Mortgagee shall
      not
      be liable for any loss sustained by Mortgagor resulting from any failure to
      let
      the Property, or any part thereof, or from any other act or omission of
      Mortgagee in managing the Property (unless such loss is caused solely by the
      gross negligence or willful misconduct of Mortgagee in the exercise of its
      rights granted hereunder) nor shall Mortgagee be obligated to perform or
      discharge any obligation, duty or liability under any Lease or under or by
      reason of this instrument or the exercise of rights or remedies hereunder
      Mortgagor shall, and does hereby, indemnify Mortgagee and Lender for, and hold
      Mortgagee and Lender harmless from, any and all claims, actions, demands,
      liabilities, loss or damage which are incurred by Mortgagee or Lender under
      any
      such Lease or under this Mortgage or by the exercise of rights or remedies
      hereunder and from any and all claims and demands whatsoever which may be
      asserted against Mortgagee by reason of any alleged obligations or undertakings
      on its part to perform or discharge any of the terms, covenants or agreements
      contained in any such Lease other than those finally determined to have resulted
      solely from the gross negligence or willful misconduct of Mortgagee. Should
      Mortgagee incur any such liability, the amount thereof, including, without
      limitation, costs, expenses and reasonable attorneys’ fees, together with
      interest thereon at the Default Rate from the date incurred by Mortgagee until
      actually paid by Mortgagor, shall be immediately due and payable to Mortgagee
      by
      Mortgagor on demand and shall be secured hereby and by all of the other Loan
      Documents securing all or any part of the indebtedness evidenced by the Note.
      Nothing in this Section shall impose on Mortgagee any duty, obligation or
      responsibility for the control, care, management or repair of the Property,
      or
      for the carrying out of any of the terms and conditions of any such Lease,
      nor
      shall it operate to make Mortgagee responsible or liable for any waste committed
      on the Property by the tenants or by any other parties or for any dangerous
      or
      defective condition of the Property, or for any negligence in the management,
      upkeep, repair or control of the Property except to the extent hereinabove
      set
      forth. Mortgagor hereby assents to, ratifies and confirms any and all actions
      of
      Mortgagee with respect to the Property taken under this Section. The foregoing
      rights are in addition to all other rights and remedies granted to Mortgagee
      pursuant to this Mortgage.

     

     

    1.8  Alienation
      and
      Further Encumbrances.  Mortgagor acknowledges that Mortgagee has
      relied upon the principals of Mortgagor and their experience in owning and
      operating properties similar to the Property in connection with the closing
      of
      the loan evidenced by the Note. Accordingly, except as specifically allowed
      in
      Section 15.13 and Section 18.2 of the Loan Agreement, the terms of which are
      hereby incorporated herein by reference, and notwithstanding anything to the
      contrary contained in Section 4.6 hereof, in the event that the Property or
      any
      part thereof or interest therein or any interest in Mortgagor shall be sold,
      conveyed, disposed of, alienated, hypothecated, leased (except to Tenants under
      Leases), assigned, pledged, mortgaged, further encumbered or otherwise
      transferred in derogation of this Mortgage or of Section 15.13 of the Loan
      Agreement, or Mortgagor shall be divested of its title to the Property or any
      interest therein, in any manner or way, whether voluntarily or involuntarily,
      without the prior written consent of Mortgagee being first obtained, which
      consent may be withheld in Mortgagee’s sole discretion, then, the same shall
      constitute an Event of Default hereunder and Mortgagee shall have the right,
      at
      its option, to declare any or all of the indebtedness secured hereby,
      irrespective of the maturity date specified in the Note, immediately due and
      payable and to otherwise exercise any of its other rights and remedies contained
      in Article III hereof. If such acceleration is during any period when a
      prepayment fee is payable pursuant to the provisions set forth in the Note,
      then, in addition to all of the foregoing. such prepayment fee shall also then
      be immediately due and payable to the same end as though Mortgagor were
      prepaying the entire indebtedness secured hereby on the date of such
      acceleration.

     

     

    1.9  Payment
      of
      Utilities, Assessments, Charges, Etc.  Mortgagor shall pay prior
      to delinquency, late charge, or penalty all utility charges which are incurred
      by Mortgagor or which may become a charge or lien against any portion of the
      Property for gas, electricity, water and sewer services furnished to the Real
      Estate and/or the Improvements and all other assessments or charges of a similar
      nature, or assessments payable pursuant to any restrictive covenants, whether
      public or private, affecting the Real Estate and/or the Improvements or any
      portion thereof, whether or not such assessments or charges are or may become
      liens thereon.

     

     

    1.10  Access
      Privileges and Inspections.  Mortgagee and its respective agents,
      representatives and employees, subject to the rights of tenants, shall have
      full
      and free access to the Real Estate and the Improvements and any other location
      where books and records concerning the Property are kept at all reasonable
      times
      upon reasonable prior notice for the purposes of inspecting the Property and
      of
      examining, copying and making extracts from the books and records of Mortgagor
      relating to the Property. Mortgagor shall lend assistance to all such agents,
      representatives and employees. All information obtained pursuant to such access
      and inspections shall be subject to the confidentiality provisions of Section
      22.17 of the Loan Agreement.

     

     

    1.11  Waste;
      Alteration of Improvements.  Mortgagor shall not commit, suffer or
      permit any material waste on the Property nor take any actions that might
      invalidate any insurance carried on the Property. Mortgagor shall maintain
      the
      Property in good condition and repair. No part of the Improvements may be
      removed, demolished or materially altered, without the prior written consent
      of
      Mortgagee, other than replacement of personal property in the ordinary course
      of
      business. Without the prior written consent of Mortgagee, Mortgagor shall not
      commence construction of any improvements on the Real Estate other than
      improvements required for the maintenance or repair of the
      Property.

     

     

    1.12  Zoning.  Without
      the prior written consent of Mortgagee, Mortgagor shall not seek, make, suffer,
      consent to or acquiesce in any change in the zoning or conditions of use of
      the
      Real Estate or the Improvements. Mortgagor shall comply with and make all
      payments required under the provisions of any covenants, conditions or
      restrictions affecting the Real Estate or the Improvements, subject to any
      rights to contest same granted to Mortgagor pursuant to the Loan Agreement.
      Mortgagor shall comply with all existing and future requirements of all
      governmental authorities having jurisdiction over the Property. Mortgagor shall
      keep all licenses, permits, franchises and other approvals required for the
      operation of the Property in full force and effect. Mortgagor shall operate
      the
      Property as a regional shopping mall, for so long as the indebtedness secured
      hereby is outstanding. If, under applicable zoning provisions, the use of all
      or
      any part of the Real Estate or the Improvements is or becomes a nonconforming
      use, Mortgagor shall not cause or permit such use to be discontinued or
      abandoned without the prior written consent of Mortgagee. Without limiting
      the
      foregoing, in no event shall Mortgagor take any action that would reduce or
      impair either (a) the number of parking spaces at the Property below the number
      required by the REA and applicable Law, or (b) the access to the Property from
      adjacent public roads. Further, without Mortgagee’s prior written consent,
      Mortgagor shall not file or subject any part of the Real Estate or the
      Improvements to any declaration of condominium or co-operative or convert any
      part of the Real Estate or the Improvements to a condominium, co-operative
      or
      other form of multiple ownership and governance.

     

     

    1.13  Financial
      Statements and Books and Records.  Mortgagor shall keep accurate
      books and records of account of the Property and its own financial affairs
      in
      accordance with Section 14.11 of the Loan Agreement, the terms of which are
      incorporated herein by reference.

     

    (a)  Further
      Documentation.  Mortgagor shall, upon the reasonable request of
      Mortgagee and at the expense of Mortgagor: (1) promptly correct any defect,
      error or omission which may be discovered in the contents of this Mortgage
      or in
      the contents of any of the other Loan Documents; (2) promptly execute,
      acknowledge, deliver and record or file such further instruments (including,
      without limitation, further mortgages, deeds of trust, security deeds, security
      agreements, financing statements, continuation statements and assignments of
      rents or leases) and promptly do such further acts as may be necessary,
      desirable or proper to carry out more effectively, the purposes of this Mortgage
      and the other Loan Documents and to subject to the liens and security interests
      hereof and thereof any property intended by the terms hereof and thereof to
      be
      covered hereby and thereby, including specifically, but without limitation,
      any
      renewals, additions, substitutions, replacements or appurtenances to the
      Property; (3) promptly execute, acknowledge, deliver, procure and record or
      file
      any document or instrument (including specifically any financing statement)
      deemed advisable by Mortgagee to protect, continue or perfect the liens or
      the
      security interests hereunder against the rights or interests of third persons;
      and (4) promptly furnish to Mortgagee, upon Mortgagee’s request, a duly
      acknowledged written statement and estoppel certificate addressed to such party
      or parties as directed by Mortgagee and in form and substance supplied by
      Mortgagee, setting forth all amounts due under the Note, stating whether any
      Event of Default hereunder has occurred or, to the best knowledge of Mortgagor,
      whether any event has occurred which would with the passage of time, constitute
      an Event of Default hereunder, stating whether any offsets or defenses exist
      against the indebtedness secured hereby and containing such other matters as
      Mortgagee may reasonably require.

     

     

    1.14  Payment
      of
      Costs; Reimbursement to Mortgagee.  In accordance with applicable
      laws, Mortgagor shall pay all costs and expenses of every character incurred
      in
      connection with the closing of the loan evidenced by the Note and secured hereby
      or otherwise attributable or chargeable to Mortgagor as the owner of the
      Property, including, without limitation, appraisal fees, recording fees,
      documentary, stamp, mortgage or intangible taxes, brokerage fees and
      commissions, title policy premiums and title search fees, uniform commercial
      code/tax lien/litigation search fees, escrow fees and attorneys’ fees. If
      Mortgagor defaults in any such payment, which default is not cured within any
      applicable grace or cure period, Mortgagee may pay the same and Mortgagor shall
      reimburse Mortgagee on demand for all such costs and expenses incurred or paid
      by Mortgagee, together with such interest thereon at the Default Rate from
      and
      after the date of Mortgagee’s making such payment until reimbursement thereof by
      Mortgagor. Any such sums disbursed by Mortgagee, together with such interest
      thereon, shall be additional indebtedness of Mortgagor secured by this Mortgage
      and by all of the other Loan Documents securing all or any part of the
      indebtedness evidenced by the Note. Further, Mortgagor shall promptly notify
      Mortgagee in writing of any litigation or threatened litigation affecting the
      Property (other than landlord-tenant litigation in the ordinary course of
      business or any other litigation which does not require notification to
      Mortgagee under the terms of the Loan Agreement), or any other demand or claim
      which, if enforced, could impair or threaten to impair Mortgagee’s security
      hereunder. Without limiting or waiving any other rights and remedies of
      Mortgagee hereunder, if an Event of Default occurs under this Mortgage or any
      of
      the other Loan Documents, or if any action or proceeding of any kind (including,
      but not limited to, any bankruptcy, insolvency, arrangement, reorganization
      or
      other debtor relief proceeding) is commenced which is likely to affect
      Mortgagee’s interest in the Property or Mortgagee’s right to enforce its
      security, then Mortgagee may, at its option, with or without notice to
      Mortgagor, make any appearances, disburse any sums and take any actions as
      may
      be necessary or desirable to protect or enforce the security of this Mortgage
      or
      to remedy the failure of Mortgagor to perform its covenants and agreements
      (without, however, waiving any default of Mortgagor). Mortgagor agrees to pay
      on
      demand all expenses of Mortgagee incurred with respect to the foregoing
      (including, but not limited to, reasonable fees and disbursements of counsel),
      together with interest thereon at the Default Rate from and after the date
      on
      which Mortgagee incurs such expenses until reimbursement thereof by Mortgagor.
      Any such expenses so incurred by Mortgagee, together with interest thereon
      as
      provided above, shall be additional indebtedness of Mortgagor secured by this
      Mortgage and by all of the other Loan Documents securing all or any part of
      the
      indebtedness evidenced by the Note. The necessity for any such actions and
      of
      the amounts to be paid shall be determined by Mortgagee in its discretion.
      Mortgagee is hereby empowered to enter and to authorize others to enter upon
      the
      Property or any part thereof (subject to the applicable provisions of the REA
      and the Leases) for the purpose of performing or observing any such defaulted
      term, covenant or condition without thereby becoming liable to Mortgagor or
      any
      person in possession holding under Mortgagor. Mortgagor hereby acknowledges
      and
      agrees that the remedies set forth in this Section 1.14 shall be exercisable
      by
      Mortgagee, and any and all payments made or costs or expenses incurred by
      Mortgagee in connection therewith shall be secured hereby and shall be, without
      demand, immediately repaid by Mortgagor with interest thereon at the Default
      Rate, notwithstanding the fact that such remedies were exercised and such
      payments made and costs incurred by Mortgagee after the filing by Mortgagor
      of a
      voluntary case or the filing against Mortgagor of an involuntary case pursuant
      to or within the meaning of the Bankruptcy Reform Act of 1978, as amended,
      Title
      11 U.S.C., or after any similar action pursuant to any other debtor relief
      law
      (whether statutory, common law, case law or otherwise) of any jurisdiction
      whatsoever, now or hereafter, in effect, which may be or become applicable
      to
      Mortgagor, Mortgagee, any guarantor or indemnitor, the secured indebtedness
      or
      any of the Loan Documents. Mortgagor hereby indemnifies and holds Mortgagee
      and
      Lender harmless from and against all loss, cost and expenses with respect to
      any
      Event of Default hereunder, any liens (i.e., judgments, mechanics’ and
      materialmen’s liens, or otherwise), charges and encumbrances filed against the
      Property, and from any claims and demands for damages or injury, including
      claims for property damage, personal injury or wrongful death, arising out
      of or
      in connection with any accident or fire or other casualty on the Real Estate
      or
      the Improvements or any nuisance made or suffered thereon, including, in any
      case, reasonable attorneys’ and paralegals’ fees, costs and expenses as
      aforesaid, whether at pretrial, trial, post judgment bankruptcy or appellate
      level, and such indemnity shall survive payment in full of the indebtedness
      secured hereby. This Section shall not be construed to require Mortgagee to
      incur any expenses, make any appearances or take any actions.

     

     

    1.15  Security
      Interest.  This Mortgage is also intended to encumber and create a
      security interest in, and Mortgagor hereby grants to Mortgagee a security
      interest in all sums on deposit with Mortgagee pursuant to the provisions hereof
      and all fixtures, chattels, accounts, equipment, inventory, contract rights,
      general intangibles and other personal property included within the Property,
      all renewals, replacements of any of the aforementioned items, or articles
      in
      substitution therefor or in addition thereto or the proceeds thereof (said
      property is hereinafter referred to collectively as the
“Collateral”), whether or not the same shall be attached to the
      Real Estate or the Improvements in any manner. It is hereby agreed that to
      the
      extent permitted by law, all of the foregoing property is to be deemed and
      held
      to be a part of and affixed to the Real Estate and the Improvements. The
      foregoing security interest shall also cover Mortgagor’s leasehold interest in
      any of the foregoing property which is leased by Mortgagor. Notwithstanding
      the
      foregoing, all of the foregoing property shall be owned by Mortgagor and no
      leasing or installment sales or other financing or title retention agreement
      in
      connection therewith shall be permitted without the prior written approval
      of
      Mortgagee or as expressly permitted by Section 15.9 of the Loan Agreement.
      Mortgagor shall, from time to time upon the request of Mortgagee, supply
      Mortgagee with a current inventory of all of the property in which Mortgagee
      is
      granted a security interest hereunder, in such detail as Mortgagee may require.
      Mortgagor shall promptly replace all of the Collateral subject to the lien
      or
      security interest of this Mortgage when worn or obsolete with Collateral
      comparable to the worn out or obsolete Collateral when new and will not, without
      the prior written consent of Mortgagee, remove from the Real Estate or the
      Improvements any of the Collateral subject to the lien or security interest
      of
      this Mortgage except such as is replaced by an article of equal suitability
      and
      value as above provided, owned by Mortgagor free and clear of any lien or
      security interest except that created by this Mortgage and the other Loan
      Documents and except as otherwise expressly permitted by the terms of this
      Mortgage. All of the Collateral shall be kept at the location of the Real Estate
      except as otherwise required by the terms of the Loan Documents. Mortgagor
      shall
      not use any of the Collateral in violation of any applicable Law, statute,
      ordinance or insurance policy.

     

     

    1.16  Security
      Agreement.  This Mortgage constitutes a security agreement between
      Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is
      granted a security interest hereunder, and, cumulative of all other rights
      and
      remedies of Mortgagee hereunder, Mortgagee shall have all of the rights and
      remedies of a secured party under any applicable Uniform Commercial Code.
      Mortgagor hereby agrees to execute and deliver on demand and hereby authorizes
      and irrevocably constitutes and appoints Mortgagee the attorney-in-fact of
      Mortgagor to execute and deliver and, if appropriate, to file with the
      appropriate filing officer or office such security agreements, financing
      statements, continuation statements or other instruments as Mortgagee may
      request or require in order to impose, perfect or continue the perfection of
      the
      lien or security interest created hereby. Except with respect to Rents and
      Profits to the extent specifically provided herein to the contrary, from and
      after the occurrence of an Event of Default Mortgagee shall have the right
      of
      possession of all cash, securities, instruments, negotiable instruments,
      documents, certificates and any other evidences of cash or other property or
      evidences of rights to cash rather than property, which are now or hereafter
      a
      part of the Property and Mortgagor shall promptly deliver the same to Mortgagee,
      endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees
      to furnish Mortgagee with notice of any change in the name, identity,
      organizational structure, residence, or principal place of business or mailing
      address of Mortgagor within ten (10) days of the effective date of any such
      change. Upon an Event of Default, Mortgagee shall have the rights and remedies
      as prescribed in this Mortgage, or as prescribed by general law, or as
      prescribed by any applicable Uniform Commercial Code, all at Mortgagee’s
      election. Any disposition of the Collateral may be conducted by an employee
      or
      agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall
      be
      eligible to purchase any part or all of the Collateral at any such disposition.
      Expenses of retaking, holding, preparing for sale, selling or the like
      (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal
      expenses), together with interest thereon at the Default Rate from the date
      incurred by Mortgagee until actually paid by Mortgagor, shall be paid by
      Mortgagor on demand and shall be secured by this Mortgage and by all of the
      other Loan Documents securing all or any part of the indebtedness evidenced
      by
      the Note. Mortgagee shall have the right to enter upon the Real Estate and
      the
      Improvements or any real property where any of the property which is the subject
      of the security interest granted herein is located to take possession of,
      assemble and collect the same or to render it unusable, or Mortgagor, upon
      demand of Mortgagee, shall assemble such property and make it available to
      Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably
      convenient to Mortgagee and Mortgagor. If notice is required by law, Mortgagee
      shall give Mortgagor at least ten (10) days’ prior written notice of the time
      and place of any public sale of such property or of the time of or after which
      any private sale or any other intended disposition thereof is to be made, and
      if
      such notice is sent to Mortgagor, as the same is provided for the mailing of
      notices herein, it is hereby deemed that such notice shall be and is reasonable
      notice to Mortgagor. No such notice is necessary for any such property which
      is
      perishable, threatens to decline speedily in value or is of a type customarily
      sold on a recognized market. Any sale made pursuant to the provisions of this
      Section shall be deemed to have been a public sale conducted in a commercially
      reasonable manner if held contemporaneously with the foreclosure sale as
      provided in Section 3.1(e) hereof upon giving the same notice with respect
      to
      the sale of the Property hereunder as is required under said Section 3.1(e).
      Furthermore, to the extent permitted by law, in conjunction with, in addition
      to
      or in substitution for the rights and remedies available to Mortgagee pursuant
      to any applicable Uniform Commercial Code:

     

    (a)  In
      the event of a
      foreclosure sale and in accordance with applicable laws, the Property may,
      at
      the option of Mortgagee, be sold as a whole or in parts, as determined by
      Mortgagee in its sole discretion; and

     

    (b)  It
      shall not be
      necessary that Mortgagee take possession of the aforementioned Collateral,
      or
      any part thereof, prior to the time that any sale pursuant to the provisions
      of
      this Section is conducted and it shall not be necessary that said Collateral,
      or
      any part thereof, be present at the location of such sale; and

     

    (c)  Mortgagee
      may
      appoint or delegate any one or more persons as agent to perform any act or
      acts
      necessary or incident to any sale held by Mortgagee, including the sending
      of
      notices and the conduct of the sale, but in the name and on behalf of
      Mortgagee.

     

    The
      name and
      address of Mortgagor (as Debtor under any applicable Uniform Commercial Code)
      are:

     

    TAMPA
      WESTSHORE
      ASSOCIATES LIMITED

     

    PARTNERSHIP

     

    c/o
      The Taubman
      Company LLC

     

    200
      East Long Lake
      Road, Suite 300

     

    Bloomfield
      Hills,
      Michigan 48304

     

    Attention:  Mr.
      Steven E. Eder

     

    The
      name and
      address of Mortgagee (as Secured Party under any applicable Uniform Commercial
      Code) are:

     

    EUROHYPO
      AG, NEW
      YORK BRANCH

     

    1114
      Avenue of the
      Americas, 29th
      Floor

     

    New
      York, New York
      10036

     

     

    1.17  Easements
      and
      Rights-of-Way.  Other than as may be permitted by Section 18.2 of
      the Loan Agreement, Mortgagor shall not grant any easement or right-of-way
      with
      respect to all or any portion of the Real Estate or the Improvements without
      the
      prior written consent of Mortgagee, such consent not to be unreasonably
      withheld, delayed or conditioned. The purchaser at any foreclosure sale
      hereunder may, at its discretion, disaffirm any easement or right-of-way granted
      in violation of any of the provisions of this Mortgage and may take immediate
      possession of the Property free from, and despite the terms of, such grant
      of
      easement or right-of-way. If Mortgagee consents to the grant of an easement
      or
      right-of-way, or if its consent is not needed under the Loan Agreement,
      Mortgagee agrees to subordinate the lien of the Mortgage to such easement or
      right-of-way, provided that Mortgagee is paid a reasonable review fee together
      with all other expenses, including, without limitation, reasonable attorneys’
fees, incurred by Mortgagee in the review of Mortgagor’s request and in the
      preparation of documents effecting the subordination.

     

     

    1.18  Compliance
      with
      Laws.  Mortgagor shall at all times comply with all Laws,
      statutes, ordinances, orders, regulations and other governmental or
      quasi-governmental requirements and private covenants now or hereafter relating
      to the ownership, construction, use, possession, or operation of the Property,
      including, but not limited to, those concerning employment and compensation
      of
      persons engaged in operation and maintenance of the Property and any
      environmental or ecological requirements, even if such compliance shall require
      structural changes to the Property; provided, however,
that, Mortgagor may, upon providing Mortgagee with security
      reasonably
      satisfactory to Mortgagee, proceed diligently and in good faith to contest
      the
      validity or applicability of any such statute, ordinance, regulation or
      requirement so long as during such contest the Property shall not be subject
      to
      any lien, charge, fine or other liability and shall not be in danger of being
      forfeited, lost or closed. Mortgagor shall not use or occupy, and shall use
      its
      best efforts to cause all occupants of the Property not to use or occupy the
      Property in any manner which violates any Lease of or any other agreement
      applicable to the Property or any applicable Law, rule, regulation or order
      or
      which constitutes a public or private nuisance or which makes void, voidable
      or
      cancelable, or increases the premium of, any insurance then in force with
      respect thereto. Mortgagor shall immediately forward to Mortgagee copies of
      any
      written notices or correspondence received from any governmental authority
      relating to Mortgagor’s violation of its obligations under applicable Laws or
      other agreements executed in connection therewith.

     

     

    1.19  Additional
      Taxes.  In the event of the enactment after this date of any law
      of the state where the Property is located or of any other governmental entity
      deducting from the value of the Property for the purpose of taxation any lien
      or
      security interest thereon, or imposing upon Mortgagee or Lender the payment
      of
      the whole or any part of the taxes or assessments or charges of liens herein
      required to be paid by Mortgagor, or changing in any way the laws relating
      to
      the taxation of mortgages or security agreements or debts secured by mortgages
      or security agreements or the interest of the Mortgagee or secured party in
      the
      property covered thereby, or the manner of collection of such taxes, so as
      to
      adversely affect this Mortgage or the indebtedness secured hereby or Mortgagee,
      then, and in any such event, Mortgagor, upon demand by Mortgagee, shall pay
      such
      taxes, assessments, charges or liens, or reimburse Mortgagee therefor;
provided, however, that if in the opinion of counsel for
      Mortgagee (a) it might be unlawful to require Mortgagor to make such payment,
      or
      (b) the making of such payment might result in the imposition of interest beyond
      the maximum amount permitted by law, then and in either such event, Mortgagee
      may elect, by notice in writing given to Mortgagor, to declare all of the
      indebtedness secured hereby to be and become due and payable in full thirty
      (30)
      days from the giving of such notice.

     

     

    1.20  Secured
      Indebtedness.  It is the intent hereof to secure payment of the
      Note and any other obligations of Mortgagor to Mortgagee and Lender hereunder
      and, if Mortgagor is more than one person or entity, to secure payment of any
      other obligations of any one or more of such persons or entities to Mortgagee
      whether the entire amount shall have been advanced to Mortgagor, or to either
      or
      any of them, at the date hereof or at a later date, and to secure any other
      amount or amounts that may be added to the indebtedness secured hereby under
      the
      terms of this Mortgage. The total amount of indebtedness secured hereby may
      decrease or increase from time to time, but the total unpaid balance so secured
      at any one time shall not exceed a principal sum equal to 200% of the original
      principal amount of the Note, plus interest thereon and any disbursements made
      for the payment of taxes, levies or insurance on the Property with interest
      thereon; and this Mortgage shall secure any and all additional or further monies
      which may be advanced by Mortgagee to Mortgagor after the date hereof as if
      such
      additional or further advances were made on the date hereof, whether or not
      such
      future advances of money are evidenced by a note or notes executed by Mortgagor,
      or by either or any of them, to Mortgagee and if so evidenced, with such
      maturities as shall be determined from time to time, but any and all such future
      advances secured by this Mortgage shall be made not more than twenty (20) years
      after the date hereof. Mortgagor shall not file a notice pursuant to Section
      697.04, Florida Statutes (or any successor thereto), limiting the right of
      Mortgagee to make such additional or further advances with priority as specified
      herein. Nothing herein contained shall be deemed an obligation on the part
      of
      the Mortgagee to make any future advances.

     

     

    1.21  Mortgagor’s
      Waivers.  To the full extent permitted by law, Mortgagor agrees
      that Mortgagor shall not at any time insist upon, plead, claim or take the
      benefit or advantage of any law now or hereafter in force providing for any
      appraisement, valuation, stay, moratorium or extension, or any law now or
      hereafter in force providing for the reinstatement of the indebtedness secured
      hereby prior to any sale of the Property to be made pursuant to any provisions
      contained herein or prior to the entering of any decree, judgment or order
      of
      any court of competent jurisdiction, or any right under any statute to redeem
      all or any part of the Property so sold. Mortgagor, for Mortgagor and
      Mortgagor’s successors and assigns, and for any and all persons ever claiming
      any interest in the Property, to the full extent permitted by law, hereby
      knowingly, intentionally and voluntarily with and upon the advice of competent
      counsel: (a) waives, releases, relinquishes and forever forgoes all rights
      of
      valuation, appraisement, stay of execution, reinstatement and notice of election
      or intention to mature or declare due the secured indebtedness (except such
      notices as are specifically provided for at law or herein); (b) waives,
      releases, relinquishes and forever forgoes all right to a marshalling of the
      assets of Mortgagor, including the Property, to a sale in the inverse order
      of
      alienation, or to direct the order in which any of the Property shall be sold
      in
      the event of foreclosure of the liens and security interests hereby created
      and
      agrees that any court having jurisdiction to foreclose such liens and security
      interests may order the Property sold as an entirety; and (c) waives, releases,
      relinquishes and forever forgoes all rights and periods of redemption provided
      under applicable law. To the full extent permitted by law, Mortgagor shall
      not
      have or assert any right under any statute or rule of law pertaining to the
      exemption of homestead or other exemption under any federal, state or local
      law
      now or hereafter in effect, the administration of estates of decedents or other
      matters whatever to defeat, reduce or affect the right of Mortgagee under the
      terms of this Mortgage to a sale of the Property, for the collection of the
      secured indebtedness without any prior or different resort for collection,
      or
      the right of Mortgagee under the terms of this Mortgage to the payment of the
      indebtedness secured hereby out of the proceeds of sale of the Property in
      preference to every other claimant whatever. Further, Mortgagor hereby
      knowingly, intentionally and voluntarily, with and upon the advice of competent
      counsel, waives, releases, relinquishes and forever forgoes all present and
      future statutes of limitations as a defense to any action to enforce the
      provisions of this Mortgage or to collect any of the indebtedness secured hereby
      the fullest extent permitted by law. Mortgagor covenants and agrees that upon
      the commencement of a voluntary or involuntary bankruptcy proceeding by or
      against Mortgagor, Mortgagor shall not seek a supplemental stay or otherwise
      shall not seek pursuant to 11 U.S.C. §105 or any other provision of the
      Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law
      (whether statutory, common law, case law, or otherwise) of any jurisdiction
      whatsoever, now or hereafter in effect, which may be or become applicable,
      to
      stay, interdict, condition, reduce or inhibit the ability of Mortgagee to
      enforce any rights of Mortgagee against any guarantor or indemnitor of the
      secured obligations or any other party liable with respect thereto by virtue
      of
      any indemnity, guaranty or otherwise.

     

     

    1.22  SUBMISSION
      TO
      JURISDICTION; WAIVER OF JURY TRIAL. MORTGAGOR, TO THE FULL EXTENT PERMITTED
      BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE
      ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE
      IN WHICH THE REAL ESTATE IS LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY
      ANY
      PERSON ARISING FROM OR RELATING TO THE NOTE, THIS MORTGAGE OR ANY OTHER OF
      THE
      LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE
      BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE COUNTY
      IN WHICH THE REAL ESTATE IS LOCATED, (iii) SUBMITS TO THE JURISDICTION OF SUCH
      COURTS, AND, (iv) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL
      NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN
      SHALL AFFECT THE RIGHT OF MORTGAGEE TO BRING ANY ACTION, SUIT OR PROCEEDING
      IN
      ANY OTHER FORUM). MORTGAGOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY
      SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING
      BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE MORTGAGOR AT
      THE
      ADDRESS FOR NOTICES DESCRIBED IN ARTICLE 23 OF THE LOAN AGREEMENT, AND CONSENTS
      AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND
      EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS
      OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

     

    MORTGAGEE
      AND
      MORTGAGOR, TO THE FULL EXTENT. PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY
      AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE,
      RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
      PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE
      INDEBTEDNESS SECURED HEREBY OR ANY CONDUCT, ACT OR OMISSION OF MORTGAGEE OR
      MORTGAGOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES,
      AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH MORTGAGEE OR
      MORTGAGOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT
      OR
      OTHERWISE.

     

     

    1.23  Intentionally
      Omitted.

     

     

    1.24  Management.  The
      management of the Property shall be by either:  (a) The Taubman
      Company LLC, Mortgagor or an entity affiliated with Mortgagor approved by
      Mortgagee (which approval shall not be unreasonably withheld, conditioned or
      delayed) for so long as Mortgagor or said affiliated entity is managing the
      Property in a first class manner; or (b) a professional property management
      company approved by Mortgagee. Such management by an affiliated entity or a
      professional property management company shall be pursuant to a written
      agreement approved by Mortgagee. In no event shall any manager be removed or
      replaced or the terms of any management agreement materially modified or amended
      without the prior written consent of Mortgagee. After an Event of Default
      hereunder or a default under any management contract then in effect, which
      default is not cured within any applicable grace or cure period, Mortgagee
      shall
      have the right to terminate, or to direct Mortgagor to terminate, such
      management contract upon thirty (30) days’ notice and to retain, or to direct
      Mortgagor to retain, a new management agent approved by Mortgagee. All Rents
      and
      Profits generated by or derived from the Property shall first be utilized solely
      for current expenses directly attributable to the ownership and operation of
      the
      Property, including, without limitation, current expenses relating to
      Mortgagor’s liabilities and obligations with respect to this Mortgage and the
      other Loan Documents, and none of the Rents and Profits generated by or derived
      from the Property shall be diverted by Mortgagor and utilized for any other
      purposes unless all such current expenses attributable to the ownership and
      operation of the Property have been fully paid and satisfied. It shall be a
      condition of Mortgagee’s consent to any management agreement, whether with an
      affiliate of Mortgagor or a professional property management company, that
      such
      manager enter into an agreement with Mortgagee whereby the manager acknowledges
      and agrees to the aforesaid rights of Mortgagee, and as to such other matters
      as
      Mortgagee may require.

     

    ARTICLE
      II

     

    EVENTS
      OF
      DEFAULT

     

     

    2.1  Events
      of
      Default.  The occurrence of any of the following shall be an
“Event of Default hereunder:

     

    (a)  Failure
      of
      Mortgagor (i) (x) to pay principal when due, (y) to pay any interest within
      five
      (5) days after the date when due or (z) to observe or perform any of the other
      covenants or conditions by Mortgagor to be performed under the terms of this
      Mortgage or any other Loan Document concerning the payment of money, for a
      period of five (5) business days after written notice from Mortgagee that the
      same is due and payable; or (ii) for a period of thirty (30) days after written
      notice from Mortgagee, to observe or perform any non-monetary covenant or
      condition contained in this Mortgage or any other Loan Documents; provided
      that
      if any such failure concerning a non-monetary covenant or condition is
      susceptible to cure and cannot reasonably be cured within said thirty (30)
      day
      period, then Mortgagor shall have an additional ninety (90) day period to cure
      such failure and no Event of Default shall be deemed to exist hereunder so
      long
      as Mortgagor commences such cure within the initial thirty (30) day period
      and
      diligently and in good faith pursues such cure to completion within such
      resulting one hundred twenty (120) day period from the date of Lender’s notice,
      and provided further that if a different notice or grace period is specified
      under any other subsection of Section 19.1 of the Loan Agreement with respect
      to
      a particular breach, the specific provision shall control.

     

    (b)  A
      default occurs
      under the Loan Agreement or any of the other Loan Documents which has not been
      cured within any applicable grace or cure period therein provided.

     

    ARTICLE
      III

     

    REMEDIES

     

     

    3.1  Remedies
      Available.  If there shall occur an Event of Default under this
      Mortgage, then this Mortgage is subject to foreclosure as provided by law and
      Mortgagee may, and upon the request of the Required Banks shall, at its option
      and by or through a trustee, nominee, assignee or otherwise, to the fullest
      extent permitted by law, exercise any or all of the following rights, remedies
      and recourses, either successively or concurrently:

     

    (a)  Acceleration.  Accelerate
      the maturity date of the Note and declare any or all of the indebtedness secured
      hereby to be immediately due and payable without any presentment, demand,
      protest, notice, or action of any kind whatever (each of which is hereby
      expressly waived by Mortgagor to the extent permitted by applicable law),
      whereupon the same shall become immediately due and payable. Upon any such
      acceleration, payment of such accelerated amount shall constitute a prepayment
      of the principal balance of the Note and any applicable prepayment fee provided
      for in the Note shall then be immediately due and payable.

     

    (b)  Entry
      on the
      Property.  Either in person or by agent, with or without bringing
      any action or proceeding, or by a receiver appointed by a court and without
      regard to the adequacy of its security, enter upon and take possession of the
      Property, or any part thereof, without force or with such force as is permitted
      by law and without notice or process or with such notice or process as is
      required by law unless such notice and process is waivable, in which case
      Mortgagor hereby waives such notice and process, and do any and all acts and
      perform any and all work which may be desirable or necessary in Mortgagee’s
      judgment to complete any unfinished construction on the Real Estate, to preserve
      the value, marketability or rentability of the Property, to increase the income
      therefrom, to manage and operate the Property or to protect the security hereof
      and all sums expended by Mortgagee therefor, together with interest thereon
      at
      the Default Rate, shall be immediately due and payable to Mortgagee by Mortgagor
      on demand and shall be secured hereby and by all of the other Loan Documents
      securing all or any part of the indebtedness evidenced by the Note.

     

    (c)  Collect
      Rents
      and Profits.  With or without taking possession of the Property,
      sue or otherwise collect the Rents and Profits, including those past due and
      unpaid.

     

    (d)  Appointment
      of
      Receiver.  Upon, or at any time prior to or after, initiating the
      exercise of any power of sale, instituting any judicial foreclosure or
      instituting any other foreclosure of the liens and security interests provided
      for herein or any other legal proceedings hereunder, make application to a
      court
      of competent jurisdiction for appointment of a receiver for all or any part
      of
      the Property, as a matter of strict right and without notice to Mortgagor and
      without regard to the adequacy of the Property for the repayment of the
      indebtedness secured hereby or the solvency of Mortgagor or any person or
      persons liable for the payment of the indebtedness secured hereby, and Mortgagor
      does hereby irrevocably consent to such appointment, waives any and all notices
      of and defenses to such appointment and agrees not to oppose any application
      therefor by Mortgagee, but nothing herein is to be construed to deprive
      Mortgagee or Lender of any other right, remedy or privilege Mortgagee or Lender
      may now have under the law to have a receiver appointed, provided,
however, that, the appointment of such receiver, trustee or other
      appointee by virtue of any court order, statute or regulation shall not impair
      or in any manner prejudice the rights of Mortgagee to receive payment of the
      Rents and Profits pursuant to other terms and provisions hereof. Any such
      receiver shall have all of the usual powers and duties of receivers in similar
      cases, including, without limitation, the full power to hold, develop, rent,
      lease, manage, maintain, operate and otherwise use or permit the use of the
      Property upon such terms and conditions as said receiver may deem to be prudent
      and reasonable under the circumstances as more fully set forth in Section 3.3
      below. Such receivership shall, at the option of Mortgagee, continue until
      full
      payment of all of the indebtedness secured hereby or until title to the Property
      shall have passed by foreclosure sale under this Mortgage or deed in lieu of
      foreclosure.

     

    (e)  Foreclosure.  Immediately
      commence an action to foreclose this Mortgage or to specifically enforce its
      provisions or any of the indebtedness secured hereby pursuant to the statutes
      in
      such case made and provided and sell the Property or cause the Property to
      be
      sold in accordance with the requirements and procedures provided by said
      statutes in a single parcel or in several parcels at the option of
      Mortgagee.

     

    (1)  In
      the event
      foreclosure proceedings are filed by Mortgagee, all expenses incident to such
      proceeding, including, but not limited to, attorneys’ fees and costs, shall be
      paid by Mortgagor and secured by this Mortgage and by all of the other Loan
      Documents securing all or any part of the indebtedness evidenced by the Note.
      The secured indebtedness and all other obligations secured by this Mortgage,
      including, without limitation, interest at the Default Rate (as defined in
      the
      Note), any prepayment charge, fee or premium required to be paid under the
      Note
      in order to prepay principal (to the extent permitted by applicable law),
      attorneys’ fees and any other amounts due and unpaid to Mortgagee under the Loan
      Documents, may be bid by Mortgagee in the event of a foreclosure sale hereunder.
      In the event of a judicial sale pursuant to a foreclosure decree, it is
      understood and agreed that Mortgagee or its assigns may become the purchaser
      of
      the Property or any part thereof.

     

    (2)  Mortgagee
      may, by
      following the procedures and satisfying the requirements prescribed by
      applicable law, foreclose on only a portion of the Property and, in such event,
      said foreclosure shall not affect the lien of this Mortgage on the remaining
      portion of the Property foreclosed.

     

    (f)  Other.  Exercise
      any other right or remedy available hereunder, under any of the other Loan
      Documents or at law or in equity.

     

     

    3.2  Application
      of
      Proceeds.  To the fullest extent permitted by law, the proceeds of
      any sale under this Mortgage shall be applied to the extent funds are so
      available to the following items in such order as Mortgagee in its discretion
      may determine:

     

    (a)  To
      payment of the
      costs, expenses and fees of taking possession of the Property, and of holding,
      operating, maintaining, using, leasing, repairing, improving, marketing and
      selling the same and of otherwise enforcing Mortgagee’s right and remedies
      hereunder and under the other Loan Documents, including, but not limited to,
      receivers’ fees, court costs, attorneys’, accountants’, appraisers’, managers’
and other professional fees, title charges and transfer taxes.

     

    (b)  To
      payment of all
      sums expended by Mortgagee under the terms of any of the Loan Documents and
      not
      yet repaid, together with interest on such sums at the Default
      Rate.

     

    (c)  To
      payment of the
      secured indebtedness and all other obligations secured by this Mortgage,
      including, without limitation, interest at the Default Rate and, to the extent
      permitted by applicable law, any prepayment fee, charge or premium required
      to
      be paid under the Note in order to prepay principal, in any order that Mortgagee
      chooses in its sole discretion.

     

    The
      remainder, if
      any, of such funds shall be disbursed to Mortgagor or to the person or persons
      legally entitled thereto.

     

     

    3.3  Right
      and
      Authority of Receiver or Mortgagee in the Event of Default; Power of
      Attorney.  Upon the occurrence of an Event of Default hereunder,
      and entry upon the Property pursuant to Section 3.1(b) hereof or appointment
      of
      a receiver pursuant to Section 3.1(d) hereof, and under such terms and
      conditions as may be prudent and reasonable under the circumstances in
      Mortgagee’s or the receiver’s sole discretion, all at Mortgagor’s expense,
      Mortgagee or said receiver, or such other persons or entities as they shall
      hire, direct or engage, as the case may be, may do or permit one or more of
      the
      following, successively or concurrently (to the extent permitted by applicable
      law): (a) enter upon and take possession and control of any and all of the
      Property; (b) take and maintain possession of all documents, books, records,
      papers and accounts relating to the Property; (c) exclude Mortgagor and its
      agents, servants and employees wholly from the Property; (d) manage and operate
      the Property; (e) preserve and maintain the Property; (f) make repairs and
      alterations to the Property; (g) complete any construction or repair of the
      Improvements, with such changes, additions or modifications of the plans and
      specifications or intended disposition and use of the Improvements as Mortgagee
      may in its sole discretion deem appropriate or desirable to place the Property
      in such condition as will, in Mortgagee’s sole discretion, make it or any part
      thereof readily marketable or rentable; (h) conduct a marketing or leasing
      program with respect to the Property, or employ a marketing or leasing agent
      or
      agents to do so, directed to the leasing or sale of the Property under such
      terms and conditions as Mortgagee may in its sole discretion deem appropriate
      or
      desirable; (i) employ such contractors, subcontractors, materialmen, architects,
      engineers, consultants, managers, brokers, marketing agents, or other employees,
      agents, independent contractors or professionals, as Mortgagee may in its sole
      discretion deem appropriate or desirable to implement and effectuate the rights
      and powers herein granted; (j) execute and deliver, in the name of Mortgagee
      as
      attorney-in-fact and agent of Mortgagor or in its own name as Mortgagee, such
      documents and instruments as are necessary or appropriate to consummate
      authorized transactions; (k) enter into such Leases, whether of real or personal
      property, under such terms and conditions as Mortgagee may in its sole
      discretion deem appropriate or desirable; (1) collect and receive the Rents
      and
      Profits from the Property; (m) eject Tenants or repossess personal property,
      as
      provided by law, for breaches of the conditions of their Leases; (n) sue for
      unpaid Rents and Profits, payments, income or proceeds in the name of Mortgagor
      or Mortgagee; (o) maintain actions in forcible entry and detainer, ejectment
      for
      possession and actions in distress for rent; (p) compromise or give acquittance
      for Rents and Profits, payments, income or proceeds that may become due; (q)
      delegate or assign any and all rights and powers given to Mortgagee by this
      Mortgage; and (r) do any acts which Mortgagee in its sole discretion deems
      appropriate or desirable to protect the security hereof and use such measures,
      legal or equitable, as Mortgagee may in its sole discretion deem appropriate
      or
      desirable to implement and effectuate the provisions of this Mortgage. This
      Mortgage shall constitute a direction to and full authority to any Tenant,
      lessee, or other third party who has heretofore dealt or contracted or may
      hereafter deal or contract with Mortgagor or Mortgagee, at the request of
      Mortgagee, to pay all amounts owing under any Lease, contract or other agreement
      to Mortgagee without proof of the Event of Default relied upon. Any such Tenant,
      lessee or third party is hereby irrevocably authorized to rely upon and comply
      with (and shall be fully protected by Mortgagor in so doing) any request, notice
      or demand by Mortgagee for the payment to Mortgagee of any Rents and Profits
      or
      other sums which may be or thereafter become due under its Lease, contract
      or
      other agreement, or for the performance of any undertakings under any such
      Lease, contract or other agreement, and shall have no right or duty to inquire
      whether any Event of Default under this Mortgage, or any default under any
      of
      the other Loan Documents, has actually occurred or is then existing. Mortgagor
      hereby constitutes and appoints Mortgagee, its assignees, successors,
      transferees and nominees, as Mortgagor’s true and lawful attorney-in-fact and
      agent, with full power of substitution in the Property, in Mortgagor’s name,
      place and stead, to do or permit any one or more of the foregoing described
      rights, remedies, powers and authorities, successively or concurrently, and
      said
      power of attorney shall be deemed a power coupled with an interest and
      irrevocable so long as any indebtedness secured hereby is outstanding. Any
      money
      advanced by Mortgagee or Lender in connection with any action taken under this
      Section 3.3, together with interest thereon at the Default Rate from the date
      of
      making such advancement by Mortgagee or Lender until actually paid by Mortgagor,
      shall be a demand obligation owing by Mortgagor to Mortgagee and shall be
      secured by this Mortgage and by every other instrument securing the secured
      indebtedness.

     

     

    3.4  Occupancy
      After
      Foreclosure.  In the event there is a foreclosure sale hereunder
      and at the time of such sale, Mortgagor or Mortgagor’s representatives,
      successors or assigns, or any other persons claiming any interest in the
      Property by, through or under Mortgagor (except tenants of space in the
      Improvements subject to Leases entered into prior to the date hereof), are
      occupying or using the Property, or any part thereof, then, to the extent not
      prohibited by applicable law, each and all shall, at the option of Mortgagee
      or
      the purchaser at such sale, as the case may be, immediately become the tenant
      of
      the purchaser at such sale, which tenancy shall be a tenancy from day-to-day,
      terminable at the will of either landlord or tenant, at a reasonable rental
      per
      day based upon the value of space at the Property occupied or used, such rental
      to be due daily to the purchaser. Further, to the extent permitted by applicable
      law, in the event the tenant fails to surrender possession of the Property
      upon
      the termination of such tenancy, the purchaser shall be entitled to institute
      and maintain an action for unlawful detainer of the Property in the appropriate
      court of the county in which the Real Estate is located.

     

     

    3.5  Notice
      to
      Account Debtors.  Mortgagee may, at any time after an Event of
      Default hereunder, notify the account debtors and obligors of any accounts,
      chattel paper, negotiable instruments or other evidences of indebtedness, to
      Mortgagor included in the Property to pay Mortgagee directly. Mortgagor shall
      at
      any time or from time to time upon the request of Mortgagee provide to Mortgagee
      a current list of all such account debtors and obligors and their
      addresses.

     

     

    3.6  Cumulative
      Remedies.  All remedies contained in this Mortgage are cumulative
      and Mortgagee shall also have all other remedies provided at law and in equity
      or in any other Loan Documents. Such remedies may be pursued separately,
      successively or concurrently at the sole subjective direction of Mortgagee
      and
      may be exercised in any order and as often as occasion therefor shall arise.
      No
      act of Mortgagee shall be construed as an election to proceed under any
      particular provisions of this Mortgage to the exclusion of any other provision
      of this Mortgage or as an election of remedies to the exclusion of any other
      remedy which may then or thereafter be available to Mortgagee. No delay or
      failure by Mortgagee to exercise any right or remedy under this Mortgage shall
      be construed to be a waiver of that right or remedy or of any Event of Default
      hereunder. Mortgagee may exercise any one or more of its rights and remedies
      at
      its option without regard to the adequacy of its security.

     

     

    3.7  Payment
      of
      Expenses.  Mortgagor shall pay on demand all of Mortgagee’s
      expenses incurred in any efforts to enforce any terms of this Mortgage, whether
      or not any lawsuit is filed and whether or not foreclosure is commenced but
      not
      completed, including, but not limited to, legal fees and disbursements,
      foreclosure costs and title charges, together with interest thereon from and
      after the date incurred by Mortgagee until actually paid by Mortgagor at the
      Default Rate, and the same shall be secured by this Mortgage and by all of
      the
      other Loan Documents securing all or any part of the indebtedness evidenced
      by
      the Note.

     

    ARTICLE
      IV

     

    MISCELLANEOUS
      TERMS AND CONDITIONS

     

     

    4.1  Time
      of
      Essence.  Time is of the essence with respect to all provisions of
      this Mortgage.

     

     

    4.2  Release
      of
      Mortgage.  If all of the secured indebtedness be paid, then and in
      that event only, and all rights under this Mortgage shall terminate except
      for
      those provisions hereof which by their terms survive, and the Property shall
      become wholly clear of the liens, security Interests, conveyances and
      assignments evidenced hereby, which shall be released by Mortgagee in proper
      form at Mortgagor’s cost. No release of this Mortgage or the lien hereof shall
      be valid unless executed by Mortgagee. Mortgagee is hereby conferred with the
      power and authority to protect, conserve, sell, lease, encumber, assign,
      release, modify and otherwise manage and dispose of this Mortgage and the
      Property as contemplated by the terms of this Mortgage, and to execute and
      deliver satisfactions, releases, modifications and other amendments with respect
      to this Mortgage and to otherwise in any way deal with this Mortgage, or the
      Property as contemplated or permitted by this Mortgage. It is the intent of
      these grants of powers and authority to entitle any grantee, mortgagee, lessee,
      transferee, assignee or any other person in any way dealing with Mortgagee
      with
      respect to this Mortgage or the Property to deal with Mortgagee without having
      to inquire into the power or authority of Mortgagee to act on behalf of the
      Lender.  Notwithstanding the foregoing to the contrary, at Mortgagor’s
      request, upon repayment in full of the obligations secured hereunder, in lieu
      of
      terminating this Mortgage, Mortgagee shall assign this Mortgage and Mortgagee’s
      rights, title and interest in this Mortgage (without recourse) to a person
      designated by Mortgagor.  In the event this Mortgage is assigned,
      Mortgagor shall pay all of Mortgagee’s costs and expenses (including reasonable
      attorney’s fees) incurred by Mortgagee in connection with such
      assignment.

     

     

    4.3  Certain
      Rights
      of Mortgagee.  Without affecting Mortgagor’s liability for the
      payment of any of the indebtedness secured hereby, Mortgagee may from time
      to
      time and without notice to Mortgagor: (a) release any person liable for the
      payment of the indebtedness secured hereby; (b) extend or modify the terms
      of
      payment of the indebtedness secured hereby; (c) accept additional real or
      personal property of any kind as security or alter, substitute or release any
      property securing the indebtedness secured hereby; (d) recover any part of
      the
      Property; (e) consent in writing to the making of any subdivision map or plat
      thereof; (f) join in granting any easement therein; or (g) join in any extension
      agreement of the Mortgage or any agreement subordinating the lien
      hereof.

     

     

    4.4  Waiver
      of
      Certain Defenses.  No action for the enforcement of the lien
      hereof or of any provision hereof shall be subject to any defense which would
      not be good and available to the party interposing the same in an action at
      law
      upon the Note or any of the other Loan Documents.

     

     

    4.5  Notices.  All
      notices, demands, requests or other communications to be sent by one party
      to
      the other hereunder or required by law shall be given at the addresses and
      in
      the manner set forth in Article 23 of the Loan Agreement, the terms of which
      are
      hereby incorporated herein by reference.

     

     

    4.6  Successors
      and
      Assigns.  The terms, provisions, indemnities, covenants and
      conditions hereof shall be binding upon Mortgagor and the successors and assigns
      of Mortgagor, including all successors in interest of Mortgagor in and to all
      or
      any part of the Property, and shall inure to the benefit of Mortgagee, Lender,
      and their respective directors, officers, shareholders, employees and agents
      and
      their respective successors and assigns and shall constitute covenants running
      with the land. All references in this Mortgage to Mortgagor or Mortgagee shall
      be deemed to include all such parties’ successors and assigns, and the term
“Mortgagee” as used herein shall also mean and refer to any lawful holder or
      owner, including pledges and participants, of any of the indebtedness secured
      hereby. If Mortgagor consists of more than one person or entity, each will
      be
      jointly and severally liable to perform the obligations of
      Mortgagor.

     

     

    4.7  Severability.  A
      determination that any provision of this Mortgage is unenforceable or invalid
      shall not affect the enforceability or validity of any other provision, and
      any
      determination that the application of any provision of this Mortgage to any
      person or circumstance is illegal or unenforceable shall not affect the
      enforceability or validity of such provision as it may apply to any other
      persons or circumstances.

     

     

    4.8  Gender.  Within
      this Mortgage, words of any gender shall be held and construed to include any
      other gender, and words in the singular shall be held and construed to include
      the plural, and vice versa, unless the context otherwise requires.

     

     

    4.9  Waiver;
      Discontinuance of Proceedings.  Mortgagee may waive any single
      Event of Default by Mortgagor hereunder without waiving any other prior or
      subsequent Event of Default. Mortgagee may remedy any Event of Default by
      Mortgagor hereunder without waiving the Event of Default remedied. Neither
      the
      failure by Mortgagee to exercise, nor the delay by Mortgagee in exercising,
      any
      right, power or remedy upon any Event of Default by Mortgagor hereunder shall
      be
      construed as a waiver of such Event of Default or as a waiver of the right
      to
      exercise any such right, power or remedy at a later date. No single or partial
      exercise by Mortgagee of any right, power or remedy hereunder shall exhaust
      the
      same or shall preclude any other or further exercise thereof, and every such
      right, power or remedy hereunder may be exercised at any time and from time
      to
      time. No modification or waiver of any provision hereof nor consent to any
      departure by Mortgagor therefrom shall in any event be effective unless the
      same
      shall be in writing and signed by Mortgagee, and then such waiver or consent
      shall be effective only in the specific instance and for the specific purpose
      given. No notice to nor demand on Mortgagor in any case shall of itself entitle
      Mortgagor to any other or further notice or demand in similar or other
      circumstances. Acceptance by Mortgagee of any payment in an amount less than
      the
      amount then due on any of the secured indebtedness shall be deemed an acceptance
      on account only and shall not in any way affect the existence of a Default
      or an
      Event of Default hereunder. In case Mortgagee shall have proceeded to invoke
      any
      right, remedy or recourse permitted hereunder or under the other Loan Documents
      and shall thereafter elect to discontinue or abandon the same for any reason,
      Mortgagee shall have the unqualified right to do so and, in such an event,
      Mortgagor and Mortgagee shall be restored to their former positions with respect
      to the indebtedness secured hereby, the Loan Documents, the Property and
      otherwise, and the rights, remedies, recourses and powers of Mortgagee shall
      continue as if the same had never been invoked.

     

     

    4.10  Headings.  The
      headings of the sections and paragraphs of this Mortgage are for convenience
      of
      reference only, are not to be considered a part hereof and shall not limit
      or
      otherwise affect any of the terms hereof.

     

     

    4.11  Governing
      Law.  This Mortgage shall be governed by, and shall be construed
      in accordance with, the laws of the State of Florida.

     

     

    4.12  Counting
      of
      Days.  The term “days” when used herein shall mean calendar days.
      If any time period ends on a Saturday, Sunday or holiday officially recognized
      by the state within which the Real Estate is located, the period shall be deemed
      to end on the next succeeding business day. The term “business day” when used
      herein shall mean a weekday, Monday through Friday, except a legal holiday
      or a
      day on which banking institutions in the State in which the Real Estate is
      located are authorized by law to be closed.

     

     

    4.13  Relationship
      of
      the Parties.  The relationship between Mortgagor and Mortgagee and
      Lender is that of a borrower, on the one hand, and a lender, on the other hand,
      only and none of those parties is, nor shall it hold itself out to be, the
      agent, employee, joint venturer or partner of the other party.

     

     

    4.14  Application
      of
      the Proceeds of the Note.  To the extent that proceeds of the Note
      are used to pay indebtedness secured by any outstanding lien, security interest,
      charge or prior encumbrance against the Property, such proceeds have been
      advanced by Mortgagee at Mortgagor’s request and Mortgagee shall be subrogated
      to any and all rights, security interests and liens owned by any owner or holder
      of such outstanding liens, security interests, charges or encumbrances,
      irrespective of whether said liens, security interests, charges or encumbrances
      are released.

     

     

    4.15  Unsecured
      Portion of Indebtedness.  If any part of the secured indebtedness
      cannot be lawfully secured by this Mortgage or if any part of the Property
      cannot be lawfully subject to the lien and security interest hereof to the
      full
      extent of such indebtedness, then all payments made shall be applied on said
      indebtedness, to the extent legally permissible, first in discharge of that
      portion thereof which is unsecured by this Mortgage.

     

     

    4.16  Interest
      After
      Sale.  In the event the Property or any part thereof shall be sold
      upon foreclosure as provided hereunder, to the extent permitted by law, the
      sum
      for which the same shall have been sold shall, for purposes of redemption
      (pursuant to the laws of the state in which the Property is located), bear
      interest at the Default Rate.

     

     

    4.17  Inconsistency
      with Other Loan Documents.  In the event of any inconsistency
      between the provisions hereof and the provisions in any of the other Loan
      Documents, it is intended that the Loan Agreement shall be
      controlling.

     

     

    4.18  Construction
      of
      this Document.  This document may be construed as a mortgage,
      security deed, deed of trust, chattel mortgage, conveyance, assignment, security
      agreement, pledge, financing statement, hypothecation or contract, or any one
      or
      more of the foregoing, in order to fully effectuate the liens and security
      interests created hereby and the purposes and agreements herein set
      forth.

     

     

    4.19  No
      Merger.  It is the desire and intention of the parties hereto that
      this Mortgage and the lien hereof do not merge in title to the Property. It
      is
      hereby understood and agreed that should Mortgagee acquire any additional or
      other interests in or to the Property or the ownership thereof, then, unless
      a
      contrary intent is manifested by Mortgagee as evidenced by an appropriate
      document duly recorded, this Mortgage and the lien hereof shall not merge in
      such other or additional interests in or to the Property, toward the end that
      this Mortgage may be foreclosed as if owned by a stranger to said other or
      additional interests.

     

     

    4.20  Rights
      With
      Respect to Junior Encumbrances.  Any person or entity purporting
      to have or to take a junior mortgage or other lien upon the Property or any
      interest therein shall be subject to the rights of Mortgagee to amend, modify,
      increase, vary, alter or supplement this Mortgage, the Note or any of the other
      Loan Documents and to extend the maturity date of the indebtedness secured
      hereby and to increase the amount of the indebtedness secured hereby to the
      extent provided herein and to waive or forebear the exercise of any of its
      rights and remedies hereunder or under any of the other Loan Documents and
      to
      release any collateral or security for the indebtedness secured hereby, in
      each
      and every case without obtaining the consent of the holder of such junior lien
      and without the lien or security interest of this Mortgage losing its priority
      over the rights of any such junior lien.

     

     

    4.21  Mortgagee
      May
      File Proofs of Claim.  In the case of any receivership,
      insolvency, bankruptcy, reorganization, arrangement, adjustment, composition
      or
      other proceedings affecting Mortgagor, or their respective creditors or
      property, Mortgagee, to the extent permitted by law, shall be entitled to file
      such proofs of claim and other documents as may be necessary or advisable in
      order to have the claims of Mortgagee allowed in such proceedings for the entire
      secured indebtedness at the date of the institution of such proceedings and
      for
      any additional amount which may become due and payable by Mortgagor hereunder
      after such date.

     

     

    4.22  Fixture
      Filing.  This Mortgage shall be effective from the date of its
      recording as a financing statement filed as a fixture filing with respect to
      all
      goods constituting part of the Property which are or are to become
      fixtures.  The record owner of the Real Estate is Hillsborough County
      Aviation Authority, a public body corporate existing under the laws of the
      State
      of Florida, with a mailing address of Offices of the Hillsborough County
      Aviation Authority, Tampa International Airport, Tampa, Florida 33622,
      Attention: Executive Director of Aviation.

     

     

    4.23  After-Acquired
      Property.  All property acquired by Mortgagor after the date of
      this Mortgage which by the terms of this Mortgage shall be subject to the lien
      and the security interest created hereby, shall immediately upon the acquisition
      thereof by Mortgagor and without further mortgage, conveyance or assignment
      become subject to the lien and security interest created by this Mortgage.
      Nevertheless, Mortgagor shall execute, acknowledge, deliver and record or file,
      as appropriate, all and every such further mortgages, security agreements,
      financing statements, assignments and assurances, as Mortgagee shall require
      for
      accomplishing the purposes of this Mortgage.

     

     

    4.24  No
      Representation.  By accepting delivery of any item required to be
      observed, performed or fulfilled or to be given to Mortgagee or Lender pursuant
      to the Loan Documents, including. but not limited to, any officer’s
      certificates, balance sheet, statement of profit and loss or other financial
      statement, survey, appraisal or insurance policy, neither Mortgagee nor Lender
      shall be deemed to have warranted, consented to, or affirmed the sufficiency,
      legality, effectiveness or legal effect of the same, or of any term, provision
      or condition thereof, and such acceptance of delivery thereof shall not be
      or
      constitute any warranty, consent or affirmation with respect thereto by
      Mortgagee or Lender.

     

     

    4.25  Counterparts.  This
      Mortgage may be executed in any number of counterparts, each of which shall
      be
      effective only upon delivery and thereafter shall be deemed an original, and
      all
      of which shall be taken to be one and the same instrument, for the same effect
      as if all parties hereto had signed the same signature page. Any signature
      page
      of this Mortgage may be detached from any counterpart of this Mortgage without
      impairing the legal effect of any signatures thereon and may be attached to
      another counterpart of this Mortgage identical in form hereto but having
      attached to it one or more additional signature pages.

     

     

    4.26  Recording
      and
      Filing.  Mortgagor will cause the Loan Documents and all
      amendments and supplements thereto and substitutions therefor to be recorded,
      filed, re-recorded and re-filed in such manner and in such places as Mortgagee
      shall reasonably request, and will pay on demand all such recording, filing,
      re-recording and re-filing taxes, fees and other charges. Mortgagor shall
      reimburse Mortgagee, or its servicing agent, for the costs incurred in obtaining
      a tax service company to verify the status of payment of taxes and assessments
      on the Property.

     

     

    4.27  Entire
      Agreement
      and Modification.  This Mortgage and the other Loan Documents
      contain the entire agreements between the parties relating to the subject matter
      hereof and thereof and all prior agreements relative hereto and thereto which
      are not contained herein or therein are terminated. This Mortgage and the other
      Loan Documents may not be amended, revised, waived, discharged, released or
      terminated orally but only by a written instrument or instruments executed
      by
      the party against which enforcement of the amendment, revision, waiver,
      discharge, release or termination is asserted except as otherwise provided
      in
      Section 21.6 of the Loan Agreement. Any alleged amendment, revision, waiver,
      discharge, release or termination which is not so documented shall not be
      effective as to any party.

     

     

    4.28  Maximum
      Interest.  The provisions of this Mortgage and of all agreements
      between Mortgagor and Mortgagee, whether now existing or hereafter arising
      and
      whether written or oral, are hereby expressly limited so that in no contingency
      or event whatsoever, whether by reason of demand or acceleration of the maturity
      of the Note or otherwise, shall the amount paid, or agreed to be paid
      (“Interest”), to Mortgagee for the use, forbearance or
      retention of the money loaned under the Note exceed the maximum amount
      permissible under applicable law. If, from any circumstance whatsoever,
      performance or fulfillment of any provision hereof or of any agreement between
      Mortgagor and Mortgagee shall, at the time performance or fulfillment of such
      provision shall be due, exceed the limit for Interest prescribed by law or
      otherwise transcend the limit of validity prescribed by applicable law, then
      ipsofacto the obligation to be performed or fulfilled shall be
      reduced to such limit and if, from any circumstance whatsoever, Mortgagee shall
      ever receive anything of value deemed Interest by applicable law in excess
      of
      the maximum lawful amount, an amount equal to any excessive Interest shall
      be
      applied to the reduction of the principal balance owing under the Note in the
      inverse order of its maturity (whether or not then due) or at the option of
      Mortgagee be paid over to Mortgagor, and not to the payment of Interest. All
      Interest (including any amounts or payments deemed to be Interest) paid or
      agreed to be paid to Mortgagee shall, to the extent permitted by applicable
      law,
      be amortized, prorated, allocated and spread throughout the full period until
      payment in full of the principal balance of the Note so that the Interest
      thereon for such full period will not exceed the maximum amount permitted by
      applicable law. This paragraph will control all agreements between Mortgagor,
      Mortgagee and Lender.

     

     

    4.29  Ground
      Lease
      Provisions.  The terms and conditions contained in Exhibit
      B attached hereto are hereby made a part hereof.

     

     

    4.30  Limited
      Recourse.  The provisions of Section 25.1 of the Loan Agreement
      are hereby incorporated herein by reference to the same extent and effect as
      if
      fully set forth herein

     

     

    4.31  Subordination
      of
      Mortgage.  This Mortgage, as the same is hereafter renewed,
      replaced or extended, and any and all advances hereunder are subordinate to
      the
      following leases (as amended from time to time): (a) that certain Land Sublease
      between Highbee Development Co., Inc., successor-in-interest to Mersco Realty
      Co., Inc. and Mortgagor, dated April 20, 2001, (b) that certain Land Sublease
      between Nordstrom, Inc. and Mortgagor, dated November 1, 1999, and (c) that
      certain Lease between the Neiman Marcus Group, Inc. and Mortgagor, dated
      November 1, 1999.

     

    [No
      further
      text on this page]

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    
      	
              WITNESSES:

               

               

              /s/
                Michelle
                R.
                Puricelli                                                                

              Print
                Name
                Michelle R. Puricelli

               

               

              /s/
                Richard
                A.
                Mathews                                                                

              Print
                Name
                Richard A. Mathews

            	
              TAMPA
                WESTSHORE ASSOCIATES LIMITED PARTNERSHIP,

              a
                Delaware
                limited partnership

              By:       T-I
                REIT, Inc., a Delaware

                           corporation,
                its general partner

               

                            By:        /s/
                Steven Eder

                            Name:   Steven
                Eder

                            Title:     Treasurer

               

               

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              STATE
                OF
                Illinois                                                      

            	
              )

            
	 	
              )
                SS:

            
	
              COUNTY
                OF
                Cook                                                      

            	
              )

            


    

     

    The
      foregoing
      instrument was acknowledged before me this 3rd day of
      January,
      2008, by Steven Eder, the Treasurer of T-I REIT, Inc., a Delaware corporation,
      the general partner of TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP, a
      Delaware limited partnership.  He is personally known to me or
      has produced a State of _________________ driver’s license as
      identification.

     

    
      	
               

              Sign
                Name:
                /s/ Lisa
                Strauss                                                                    

               

              Notary
                Public:                                                                    

              Print
                Name:
                Lisa
                Strauss                                                                    

              Serial
                No.
                (if
                any):                                                                    

               

            
	
              [NOTARIAL
                SEAL]

               

              My
                Commission
                Expires: 7/18/10

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    


     

    PROPERTY
      DESCRIPTION

     

    Parcel
      1

    


    A
      portion of the
      Northwest one-quarter (NW1/4) of Section 16, Township 29 South, Range 18 East,
      and the Northeast one-quarter (NE1/4 ) of Section 17, Township 29 South, Range
      18 East, Hillsborough County Florida, lying within and without the Plats of
      West
      Shore Estates as described in Plat Book 17, Page 43, and West Shore Estates
      Replat as described in Plat Book 31, Page 44 of the Public Records of
      Hillsborough County, Florida, being more particularly described as
      follows:

    


    Commence
      at the
      Northwest corner of said Section 16; thence along the Westerly boundary of
      said
      Section 16, South 00 degrees 20 minutes 48 seconds West, for 50.00 feet to
      a
      point of intersection with the former South right-of-way line of vacated
      Columbus Drive and the point of beginning; thence along the former South
      right-of-way line of vacated Columbus Drive South 89 degrees 28 minutes 10
      seconds East, for 468.92 feet to a point of curvature, of a tangent curve
      concave to the Southeast; thence Southwesterly along the arc of said curve,
      to
      the left having a central angle of 45 degrees 57 minutes 10 seconds and a radius
      of 360.00 feet for an arc distance of 288.73 feet to a point of tangency; thence
      South 44 degrees 34 minutes 40 seconds West, a distance of 53.48 feet to a
      point
      of curvature of tangent curve concave to the East; thence Southerly along the
      arc of said curve to the left having a central angle of 80 degrees 37 minutes
      52
      seconds and a radius of 30.00 feet for an arc distance of 42.22 feet to a point
      of reverse curvature of a tangent curve concave to the Southwest; thence
      Southeasterly along the arc of said curve to the right having a central angle
      of
      36 degrees 24 minutes 56 seconds and a radius of 400.00 feet for an arc distance
      of 254.23 feet to a point of tangency; thence South 00 degrees 21 minutes 44
      seconds West, a distance of 299.85 feet to a point of curvature of a tangent
      curve concave to the Northeast; thence Southeasterly along the arc of said
      curve
      to the left, having a central angle of 90 degrees 00 minutes 00 seconds and
      a
      radius of 30.00 feet for an arc distance of 47.12 feet to a point of tangency;
      thence South 89 degrees 38 minutes 16 seconds East, a distance of 5.47 feet
      to a
      point of curvature of a tangent curve concave to the Southwest; thence
      Southeasterly along the arc of said curve to the right, having a central angle
      of 39 degrees 09 minutes 41 seconds and a radius of 554.00 feet for an arc
      distance of 378.66 feet to a point of tangency; thence South 50 degrees 28
      minutes 34 seconds East, a distance of 165.11 feet; thence South 39 degrees
      31
      minutes 26 seconds West, a distance of 108.00 feet; thence North 50 degrees
      28
      minutes 34 seconds West, a distance of 165.11 feet to a point of curvature
      of a
      tangent curve concave to the Southwest; thence Northwesterly along the arc
      of
      said curve to the left, having a central angle of 39 degrees 09 minutes 41
      seconds and a radius of 446.00 feet for an arc distance of 304.84 feet to a
      point of tangency; thence North 89 degrees 38 minutes 16 seconds West, a
      distance of 5.47 feet to a point of curvature of a tangent curve concave to
      the
      Southeast; thence Southwesterly along the arc of said curve to the left, having
      a central angle of 90 degrees 00 minutes 00 seconds and a radius of 30.00 feet
      for an arc distance of 47.12 feet to a point of tangency; thence South 00
      degrees 21 minutes 44 seconds West, a distance of 60.95 feet to a point of
      curvature of a tangent curve to the Northwest; thence Southwesterly along the
      arc of said curve to the right, having a central angle of 39 degrees 09 minutes
      42 seconds and a radius of 411.00 feet for an arc distance of 280.92 feet to
      a
      point of tangency; thence South 39 degrees 31 minutes 26 seconds West, a
      distance of 227.59 feet; thence South 48 degrees 58 minutes 48 seconds East,
      a
      distance of 324.62 feet; thence South 39 degrees 31 minutes 26 seconds West
      for
      203.34 feet to the point of curvature of a curve concave to the Northwest;
      thence continue Southwesterly along the arc of said curve to the right, having
      a
      central angle of 51 degrees 42 minutes 45 seconds and a radius of 1809.86 feet
      for an arc distance of 1633.50 feet to a point of tangency; thence North 88
      degrees 45 minutes 50 seconds West, a distance of 287.74 feet; thence North
      01
      degrees 46 minutes 20 seconds East, a distance of 489.36 feet to a point on
      the
      arc of a

    non-tangent
      curve
      concave to the Northeast, a radial line of said  curve through said
      point having a bearing of South 07 degrees 02 minutes 22 seconds West; thence
      Northwesterly along the arc of said curve to the right, having a central angle
      of 28 degrees 19 minutes 41 seconds and a radius of 630.00 feet for an arc
      distance of 311.48 feet to a point on the arc of a non-tangent curve concave
      to
      the Southeast, a radial line of said curve through said point having a bearing
      of North 59 degrees 24 minutes 25 seconds West; thence Southwesterly along
      the
      arc of said curve to the left, having a central angle of 28 degrees 49 minutes
      15 seconds and a radius of 446.00 feet for an arc distance of 224.35 feet to
      point on a non-tangent line; thence North 88 degrees 13 minutes 40 seconds
      West
      along the radial extension of the last described curve a distance of 14.00
      feet
      to a point on the former East right-of-way line of vacated Westshore Boulevard;
      thence along the former right-of-way line the following 7 courses; North 01
      degrees 46 minutes 20 seconds East, for 171.56 feet to the point of curvature
      of
      a curve concave to the West; thence Northwesterly along the arc of said curve
      to
      the left having a central angle of 01 degrees 18 minutes 00 seconds and a radius
      of 22,958.32 feet for an arc distance of 520.91 feet to a point of tangency;
      thence North 00 degrees 28 minutes 20 seconds East, for 83.85 feet; thence
      South
      89 degrees 31 minutes 40 seconds East, for 24.68 feet; thence North 00 degrees
      26 minutes 16 seconds East 116.50 feet; thence North 89 degrees 31 minutes
      40
      seconds West, for 24.61 feet; thence North 00 degrees 28 minutes 20 seconds
      East
      for 1,170.64 feet to a point of intersection with the former South right-of-way
      line of said vacated Columbus Drive; thence along the former right-of-way line
      of vacated Columbus Drive South 88 degrees 48 minutes 30 seconds East, for
      1925.86 feet to a point of intersection with the Easterly boundary of said
      Section 17, said point being the point of beginning.

    


    PARCEL
      E

    


    A
      portion of the
      Northeast 1/4 of SECTION 17, TOWNSHIP 29 SOUTH, RANGE 18 EAST, Hillsborough
      County, Florida, lying within the Plat of WEST SHORE ESTATES as described and
      recorded in Plat Book 17, Page 43 of the Public Records of Hillsborough County,
      Florida, being more particularly described as follows:

    


    Commence
      at the
      Northwest corner of Section 16, Township 29 South, Range 18 East; thence along
      the Westerly boundary of said Section 16, South 00°20'48" West, for 50.00 feet
      to a point of intersection with the former South right-of-way line of vacated
      Columbus Drive; thence along the former South right-of-way line of vacated
      Columbus Drive South 89°28'10" East 1582.37 feet; thence along the South
      right-of-way line of Columbus Drive the following 2 courses: thence South
      00°31'50" West, for 6.06 feet to a point on a curve concave to the Southwest;
      thence Easterly along the arc of said curve, having a radius of 536.59 feet,
      a
      central angle of 21°27'53", an arc length of 201.02 feet and a chord bearing
      South 78°44'13" East for 199.85 feet to a point of intersection with the
      Northwesterly right-of-way line of Boy Scout Boulevard, said point being on
      a
      curve concave to the Southeast; thence along said right-of-way line the
      following 5 courses; thence Southwesterly along the arc of said curve having
      a
      radius of  2009.86 feet, central angle of 25°40'03", an arc length of
      900.38 feet, and a chord bearing South 52°21'27" West, for 892.87 feet; thence
      South 39°31'26" West, for 1496.78 feet to the point of curvature of a curve
      concave to the Northwest; thence Southwesterly along the arc of said curve,
      having a radius of 1809.86 feet, a central angle of 51°42'45", an arc length of
      1633.50 feet and a chord bearing South 65°22'49" West, for 1578.61 feet; thence
      North 88°45'49" West, a distance of 287.74 feet to the Point of Beginning;
      thence continue North 88°45'49" West, for 329.94 feet to a point on the East
      right-of-way line of Westshore Boulevard; thence along said right-of-way line
      of
      the following two courses; thence North 01°14'31" East for 50.00 feet; thence
      North 88°45'49" West, for 29.34 feet to a point on a curve concave to the East;
      thence along the former East right-of-way line of vacated Westshore Boulevard
      the following 2 courses: thence Northerly along the arc of said curve having
      a
      radius of 22,878.32 feet, a central angle of 00°16'41", an arc length of 111.03
      feet and a chord bearing North 01°38'00" East, for 111.03 feet; thence North
      01°46'20" East, for 219.26 feet; thence South 88°13'40" East, a distance of
      14.00 feet to a point on the arc of a non-tangent curve concave to the Southeast
      a radial line of said curve through said point having a bearing of North
      88°13'40" West; thence Northeasterly along the arc of said curve to the right
      ,
      having a central angle of 28°49'15" and a radius of 446.00 feet for an arc
      distance of 224.35 feet to a point on the arc of non-tangent curve concave
      to
      the Northeast, a radial of 630.00 feet for an arc distance of 311.48 feet to
      a
      point on a non-tangent line; thence South 01°46'20" West, a distance of 489.36
      feet to the Point of Beginning.

    


    


    Parcel
      2

    


    Non-exclusive
      easements for the benefit of the above Parcels, as recited in Article VI of
      that
      certain Amended and Restated Development, Use and Reciprocal Easement Agreement
      recorded in Official Records Book 9227, page 556, of the Public Records of
      Hillsborough County, Florida and modified by First Amendment recorded in
      Official Records Book 10372, page 1 and Second Amendment recorded in Official
      Records Book 10372, page 7 and further modified by Release of Liens recorded
      in
      Official Records Book 10372, page 26 and modified by Release of Easement Rights
      recorded in Official Records Book 16455, page 336 and Release of Easement Rights
      recorded in Official Records Book 17689, Page 1895, of the Public Records of
      Hillsborough County, Florida.

    


    Parcel
      3

    


    Non-exclusive
      access easements for the benefit of Parcel 1, as recited in Paragraph 6 of
      that
      certain Shopping Center Lease dated September 10, 1998, recorded in Official
      Records Book 9242, page 1058, and as recorded in Official Records Book 9535,
      page 1 of the Public Records of Hillsborough County, Florida including, but
      not
      limited to, the following:

    


    i)   Non-exclusive
      use of the access road located on the property now owned
      by  Hillsborough County Aviation Authority and which runs within two
      hundred (200) feet of the western boundary line of the Restated Lease Premises
      and runs to the terminal complex;

    ii)   Non-exclusive
      easements over and across those portions of Westshore Boulevard and Columbus
      Drive which are adjacent to the Restated Leased Premises and which are now
      owned
      by the Hillsborough County Aviation Authority.

    


    Parcel
      4

    


    Non-exclusive
      easements for the benefit of Parcel 1, created in that certain Construction,
      Operation and Reciprocal Easement Agreement by and between Tampa Westshore
      Associates Limited Partnership, The Neiman Marcus Group, Inc., The May
      Department Stores Company, Mercantile Properties, Inc., The Joslin Dry Goods
      Company, and Nordstrom, Inc. dated as of November 1, 1999, recorded November
      16,
      1999 in Official Records Book 9922, page 1459, of the Public Records of
      Hillsborough County, Florida and amended by First Amendment to Construction,
      Operation and Reciprocal Easement Agreement recorded in Official Records Book
      10753, Page 500.    

     


    
      
            

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    


     

    Leasehold
      Mortgage Addendum

     

    The
      following terms
      and conditions are included as additional provisions to the Mortgage to which
      it
      is attached:

     

    1.           Mortgagor
      shall pay or cause to be paid all rent and other charges required under that
      certain Shopping Center Lease between Hillsborough County Aviation Authority,
      a
      public body corporate existing under the laws of the State of Florida
      (“Hillsborough County”) as the lessor, and Mortgagor, as
      lessee, dated as of September 10, 1998, as amended by that certain First
      Amendment to Lease, dated as of June 14, 2001, and that certain Lease between
      Hillsborough County, as the lessor, and Concorde Companies, as the lessee,
      dated
      as of June 14, 2001, as amended by that certain First Amendment to Lease, dated
      April 5, 2007, as assigned by the Concorde Companies to IP Land Associates,
      LLC
      (“IP Land LLC”) pursuant to that certain Ground Lease
      Assignment, dated April 20, 2007, as assigned further by IP Land LLC to
      Mortgagor pursuant to that certain Ground Lease Assignment, dated as of January
      8, 2008 (the foregoing agreements are referred to together as the
“Ground Lease”), as and when the same are due and Mortgagor
      shall keep, observe and perform, or cause to be kept, observed and performed,
      all of the other terms, covenants, provisions and agreements of the Ground
      Lease
      on the part of the lessee thereunder to be kept, observed and performed, and
      shall not in any manner, cancel, terminate or surrender, or permit any
      cancellation, termination or surrender of the Ground Lease, in whole or in
      part,
      or, without the written consent of Mortgagee, either orally or in writing,
      modify, amend or permit any modification or amendment of any of the material
      terms thereof in any respect, and any attempt on the part of Mortgagor to
      exercise any such right without such written consent of Mortgagee shall be
      null
      and void and of no effect.

     

    2.           Mortgagor
      shall do, or cause to be done, all things necessary to preserve and keep
      unimpaired the rights of Mortgagor as lessee under the Ground Lease, and to
      prevent any default by it under the Ground Lease, or any termination, surrender,
      cancellation, forfeiture or impairment thereof, and in the event of the failure
      of Mortgagor to make any payment required to be made by Mortgagor pursuant
      to
      the provisions of the Ground Lease or to keep, observe or perform, or cause
      to
      be kept, observed or performed, any of the material terms, covenants, provisions
      or agreements of the Ground Lease, Mortgagor agrees that Mortgagee may (but
      shall not be obligated to), after ten (10) Business Days’ notice to Mortgagor
      (provided, however, that no such notice shall be required to be given after
      the
      occurrence of an Event of Default hereunder) take any action on behalf of
      Mortgagor, to make or cause to be kept, observed or performed any such terms,
      covenants, provisions or agreements and to enter upon the Real Estate and the
      Improvements and subject to the terms of the Ground Lease and the Leases take
      all such action thereof as may be necessary therefor, to the end that the rights
      of Mortgagor in and to the leasehold estate created by the Ground Lease shall
      be
      kept unimpaired and free from default, and all money so expended by Mortgagee,
      with interest thereon at the Default Rate provided for in the Note from the
      date
      of each such expenditure, shall be paid by Mortgagor to Mortgagee promptly
      upon
      demand by Mortgagee and shall be added to the indebtedness and secured by this
      Mortgage and Mortgagee and Lender shall have, in addition to any other remedy
      of
      Mortgagee and Lender, the same rights and remedies in the event of non-payment
      of any such sum by Mortgagor as in the case of a default by Mortgagor in the
      payment of any sums due under the Note.

     

    3.           Mortgagor
      shall enforce the material obligations of the lessor under the Ground Lease
      to
      the end that Mortgagor may enjoy all of the rights granted to it under the
      Ground Lease, and shall promptly notify Mortgagee in writing upon becoming
      aware
      of any default by the lessor or by Mortgagor in the performance or observance
      of
      any of the terms, covenants and conditions on the part of the lessor or
      Mortgagor, as the case may be, to be performed or observed under the Ground
      Lease and Mortgagor shall promptly advise Mortgagee in writing of the
      occurrences of any of the events of default enumerated in the Ground Lease
      and
      of the giving of any notice by the lessor to Mortgagor of any default by
      Mortgagor in performance or observance of any of the terms, covenants or
      conditions of the Ground Lease on the part of the Mortgagor to be performed
      or
      observed and shall deliver to Mortgagee a true copy of each such notice. If,
      pursuant to the Ground Lease, the lessor shall deliver to Mortgagee a copy
      of
      any notice of default given to Mortgagor, such notice shall constitute full
      authority and protection to Mortgagee for any action omitted to be taken or
      reasonably taken by Mortgagee in good faith in reliance thereon to cure such
      default.

     

    4.           If
      any action or proceeding shall be instituted to evict Mortgagor or to recover
      possession of the Real Estate or the Improvements or for any other purpose
      affecting the Ground Lease or this Mortgage, Mortgagor shall, immediately upon
      service thereof on or to Mortgagor, deliver to Mortgagee a true copy of each
      petition, summons, complaint, notice of motion, order to show cause and of
      all
      other provisions, pleadings, and papers, however designated, served in any
      such
      action or proceeding.

     

    5.           Mortgagor
      covenants and agrees that unless Mortgagee shall otherwise expressly consent
      in
      writing, the fee title to the property demised by the Ground Lease and the
      leasehold estate shall not merge but shall always remain separate and distinct,
      notwithstanding the union of said estates either in the lessor, Mortgagor,
      or a
      third party by purchase or otherwise; and in case Mortgagor acquires the fee
      title or any other estate, title or interest in the Real Estate, this Mortgage
      shall attach to and cover and be a lien upon the fee title or such other estate
      so acquired, and such fee title or other estate shall, without further
      assignment, Mortgage or conveyance, become and be subject to the lien of and
      covered by this Mortgage.

     

    6.           No
      release or forbearance of any of Mortgagor’s obligations under the Ground Lease,
      pursuant to the Ground Lease, or otherwise, shall release Mortgagor from any
      of
      its obligations under this Mortgage, including its obligation with respect
      to
      the payment of rent as provided for in the Ground Lease and the performance
      of
      all of the terms, provisions, covenants, conditions and agreements contained
      in
      the Ground Lease, to be kept, performed and complied with by the tenant
      therein.

     

    7.           Upon
      the occurrence and during the continuance of an Event of Default, Mortgagor
      shall not make any election or give any consent or approval (other than the
      exercise of a renewal right or extension right pursuant to Paragraph 9 below)
      for which a right to do so is conferred upon Mortgagor as lessee under the
      Ground Lease without Mortgagee’s prior written consent. In case of any Event of
      Default and during the continuance of any Event of Default under this Mortgage,
      all such rights, together with the right of termination, cancellation,
      modification, change, supplement, alteration or amendment of the Ground Lease,
      all of which have been assigned for collateral purpose to Mortgagee, shall
      vest
      in and be exercisable solely by Mortgagee.

     

    8.           Mortgagor
      shall give Mortgagee prompt written notice of the commencement of any
      arbitration or appraisal proceeding under and pursuant to the provisions of
      the
      Ground Lease. Mortgagee shall have the right to intervene and participate in
      any
      such proceeding and Mortgagor shall confer with Mortgagee to the extent which
      Mortgagee deems necessary for the protection of Mortgagee. Upon the written
      request of Mortgagee, if an Event of Default exists, Mortgagor shall exercise
      all rights of arbitration conferred upon it by the Ground Lease. Mortgagor
      shall
      select an arbitrator who is approved in writing by Mortgagee, provided, however,
      that if at the time any such proceeding shall be commenced, Mortgagor shall
      be
      in default in the performance or observance of any covenant, condition or other
      requirement of the Ground Lease, or of this Mortgage, on the part of Mortgagor
      to be performed or observed, Mortgagee shall have, and is hereby granted, the
      sole and exclusive right to designate and appoint on behalf of Mortgagor the
      arbitrator or arbitrators, or appraiser, in such proceeding.

     

    9.           Mortgagor
      may exercise any option or right to renew or extend the term of the Ground
      Lease
      or exercise the fee option contained therein without the prior written consent
      of Mortgagee. Mortgagor shall give Mortgagee simultaneous written notice of
      the
      exercise of such option or right to renew or extend, together with a copy of
      the
      instrument given to the lessor under the Ground Lease exercising such option
      or
      right, and, thereafter, shall promptly deliver to Mortgagee a copy of any
      acknowledgment by the lessor under such Ground Lease with respect to the
      exercise of such option or right. If such option or right has not been exercised
      as aforesaid, then not more than three hundred sixty (360) and not less than
      two
      hundred seventy (270) days before the right of Mortgagor to exercise any option
      or right to renew or extend the term of the Ground Lease shall expire, Mortgagor
      shall give Mortgagee written notice specifying the date, term and manner for
      which such option or renewal is to be exercised. Within fifteen (15) business
      days of written demand by Mortgagee, Mortgagor shall exercise any such option
      or
      renewal which is necessary to extend the term of the Ground Lease beyond the
      term of this Mortgage or to comply with any law affecting Mortgagor or Mortgagee
      or which is necessary, in Mortgagee’s reasonable judgment, to preserve the value
      of the security intended to be afforded by this Mortgage. Mortgagor shall
      promptly provide evidence of such exercise of such option or right to
      Mortgagee’s reasonable satisfaction. In the event that Mortgagor fails to so
      exercise any such option or right or if an Event of Default shall exist under
      this Mortgage which is continuing beyond the applicable cure periods, Mortgagor
      hereby agrees and grants to Mortgagee all right and authority to exercise such
      option in the name of Mortgagor or in its own name. Nothing contained herein
      shall affect or limit any rights of Mortgagee granted under the Ground
      Lease.

     

    10.           The
      lien of this Mortgage shall attach to all of Mortgagor’s rights and remedies at
      any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code,
      11 U.S.C. § 365(h), including, without limitation, all of Mortgagor’s
      rights to remain in possession of the Premises.

     

    Mortgagor
      shall
      not, without Mortgagee’s prior written consent, elect to treat the Ground Lease
      as terminated under Subsection 365(h)(l) of the Bankruptcy Code, 11 U.S.C.
      §  365(h)(1). Any such election made without Mortgagee’s consent shall be
      void.

     

    Mortgagor
      hereby
      unconditionally assigns, transfers and sets over to Mortgagee all of Mortgagor’s
      claims and rights to the payment of damages arising from any rejection of the
      Ground Lease by lessor or any other fee owner of the Real Estate under the
      Bankruptcy Code. Mortgagee shall have the right to proceed in its own name
      or in
      the name of Mortgagor in respect of any claim, suit, action or proceeding
      relating to the rejection of the Ground Lease, including, without limitation,
      the right to file and prosecute, either in its own name or in the name of
      Mortgagor, any proofs of claim, complaints, motions, applications, notices
      and
      other documents, in any case in respect to the lessor or any fee owner under
      the
      Bankruptcy Code. This assignment constitutes a present, irrevocable and
      unconditional assignment of the foregoing claims, rights and remedies, and
      shall
      continue in effect until all of the obligations secured by this Mortgage shall
      have been satisfied and discharged in full. Any amounts received by Mortgagee
      as
      damages arising out of the rejection of the Ground Lease as aforesaid shall
      be
      applied first to all costs and expenses of Mortgagee (including, without
      limitation, attorneys’ fees) incurred in connection with the exercise of any of
      its rights or remedies under this section and then in accordance with the
      provisions of this Mortgage. Mortgagor shall promptly make, execute, acknowledge
      and deliver, in form and substance satisfactory to Mortgagee, a UCC Financing
      Statement (Form UCC-1) and all such additional instruments, agreements and
      other
      documents, as may at any time hereafter be required by Mortgagee to effectuate
      and carry out the assignment made pursuant to this section.

     

    If
      pursuant to
      Subsection 365(h)(2) of the Bankruptcy Code, 11 U.S.C. § 365(h)(2).
      Mortgagor shall seek to offset against the rent reserved in the Ground Lease
      the
      amount of any damages caused by the nonperformance by the lessor or any fee
      owner of any of their obligations under the Ground Lease after the rejection
      by
      the lessor or any fee owner of the Ground Lease under the Bankruptcy Code,
      Mortgagor shall, prior to effecting such offset, notify Mortgagee of its intent
      to do so, setting forth the amounts proposed to be so offset and the basis
      therefor. Mortgagee shall have the right to object, within ten (10) Business
      Days of receipt of notice, to all or any part of such offset that, in the
      reasonable judgment of Mortgagee, would constitute a breach of the Ground Lease,
      and in the event of such objection, Mortgagor shall not effect any offset of
      the
      amounts so objected to by Mortgagee. Neither Mortgagee’s failure to object as
      aforesaid for any objection relating to such offset shall constitute an approval
      of any such offset by Mortgagee.

     

    If
      any action,
      proceeding, motion or notice shall be commenced or filed in respect of the
      lessor or any fee owner, the Real Estate or the Ground Lease in connection
      with
      any case under the Bankruptcy Code, and provided no Event of Default exists,
      Mortgagor shall have the right to conduct and control any such litigation with
      the reasonable approval by the Mortgagee. If any such litigation shall be
      commenced or filed and an Event of Default exists, Mortgagee shall have the
      option, exercisable upon notice from Mortgagee to Mortgagor, to conduct and
      control any such litigation with counsel of Mortgagee’s choice after
      consultation with Mortgagor. Mortgagee may proceed in its own name or in the
      name of Mortgagor in connection with any such litigation, and Mortgagor agrees
      to execute any and all powers, authorizations, consents or other documents
      reasonably required by Mortgagee in connection therewith. Mortgagor shall,
      upon
      demand, pay to Mortgagee all reasonable costs and expenses (including attorneys’
fees) paid or incurred by Mortgagee in connection with the prosecution or
      conduct of any such proceedings. Any such costs or expenses not paid by
      Mortgagor as aforesaid shall be secured by the lien of this Mortgage and shall
      be added to the principal amount of the indebtedness secured hereby. Mortgagor
      shall not commence any action, suit, proceeding or case, or file any application
      or make any motion (unless such motion is for the purpose of protecting the
      Ground Lease and its value as security for the obligations secured by this
      Mortgage), in respect of the Ground Lease in any such case under the Bankruptcy
      Code without the prior written consent of Mortgagee, which consent shall not
      be
      unreasonably withheld or delayed.

     

    Mortgagor
      shall,
      after obtaining knowledge thereof, promptly notify Mortgagee of any filing
      by or
      against the lessor or other fee owner of a petition under the Bankruptcy Code.
      Mortgagor shall promptly deliver to Mortgagee, following receipt, copies of
      any
      and all notices, summonses, pleadings, applications and other documents received
      by Mortgagor in connection with any such petition and any proceedings relating
      thereto.

     

    If
      there shall be
      filed by or against Mortgagor a petition under the Bankruptcy Code and
      Mortgagor, as lessee under the Lease, shall determine to reject the Ground
      Lease
      pursuant to Section 365(a) of the Bankruptcy Code, Mortgagor shall give
      Mortgagee not less than thirty (30) days’ prior notice of the date on which
      Mortgagor shall apply to the Bankruptcy Court for authority to reject the Ground
      Lease. Mortgagee shall have the right, but not the obligation, to serve upon
      Mortgagor within such thirty (30) day period a notice stating that Mortgagee
      demands that Mortgagor assume and assign the Ground Lease to Mortgagee pursuant
      to Section 365 of the Bankruptcy Code. If Mortgagee shall serve upon Mortgagor
      the notice described in the preceding sentence, Mortgagor shall not seek to
      reject the Ground Lease and shall comply with the demand provided for in the
      preceding sentence.

     

    11.           Notwithstanding
      anything to the contrary contained herein, this Mortgage shall not constitute
      an
      assignment of the Ground Lease and Mortgagee shall have no liability or
      obligation thereunder by reason of its acceptance of this Mortgage, except
      to
      the extent that Mortgagee becomes the tenant under the Ground Lease; provided,
      however, that in such instance, Mortgagor shall reimburse and indemnify, defend
      and hold harmless Mortgagee from and against any loss, costs, damages, or
      liabilities (i) arising from or accruing during the period of time during which
      Mortgagor was the tenant under the Ground Lease and (ii) relating to the Ground
      Lease.