PREPARED
      BY AND UPON

    RECORDATION
      RETURN TO:

     

    Weil,
      Gotshal & Manges LLP

    767
      Fifth
      Avenue

    New
      York,
      New York 10153

    Attn:
      W.
      Michael Bond, Esq.

     

     

    
      

      

    

    


     

    1407
      BROADWAY REAL ESTATE LLC,
      Mortgagor

     

    to

     

    LEHMAN
      BROTHERS HOLDINGS INC.,
      Mortgagee

     

    ___________________________________

     

     

    LEASEHOLD
      MORTGAGE,
      ASSIGNMENT OF LEASES AND RENTS, 

    SECURITY
      AGREEMENT AND FIXTURE FINANCING STATEMENT

     

    AMOUNT
      OF MORTGAGE: $106,000,000

     

    ___________________________________

     

    Dated:
      January 4, 2007

     

    
      
        

      

    

    


    LOCATION
      OF PREMISES

    


    
      	
              Street
                Address:

            	
              535
                Seventh Avenue, also known as 1407 Broadway 

            
	
              City
                of

            	
              New
                York

            
	
              County
                of

            	
              New
                York

            
	
              State
                of

            	
              New
                York

            
	
              Block:

            	
              814

            
	
              Lots:

            	
              15

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
                I

            	
              GRANTS
                OF SECURITY

            	
              1

            
	
              1.1

            	
              Property
                Mortgaged

            	
              1

            
	
              1.2

            	
              Pledge
                of Monies Held

            	
              6

            
	
              ARTICLE
                II

            	
              DEBT
                AND OBLIGATIONS SECURED

            	
              6

            
	
              2.1

            	
              Debt

            	
              6

            
	
              2.2

            	
              Other
                Obligations

            	
              7

            
	
              2.3

            	
              Debt
                and Other Obligations

            	
              7

            
	
              2.4

            	
              Payments

            	
              7

            
	
              2.5

            	
              Advances
                by Mortgagee

            	
              7

            
	
              ARTICLE
                III

            	
              MORTGAGOR
                COVENANTS

            	
              7

            
	
              3.1

            	
              Payment
                of Debt

            	
              7

            
	
              3.2

            	
              Warranty
                of Title

            	
              8

            
	
              3.3

            	
              Incorporation
                by Reference

            	
              8

            
	
              ARTICLE
                IV

            	
              FURTHER
                ASSURANCES

            	
              8

            
	
              4.1

            	
              Recording
                of Security Instrument, Etc.

            	
              8

            
	
              4.2

            	
              Further
                Acts, Etc.

            	
              9

            
	
              4.3

            	
              Changes
                in Tax, Debt Credit and Documentary Stamp Laws

            	
              9

            
	
              4.4

            	
              Leasehold
                Mortgage Provisions

            	
              9

            
	
              ARTICLE
                V

            	
              ASSIGNMENT
                OF RENTS

            	
              15

            
	
              5.1

            	
              Assignment
                of Rents

            	
              15

            
	
              ARTICLE
                VI

            	
              SECURITY
                AGREEMENT

            	
              16

            
	
              6.1

            	
              Security
                Agreement

            	
              16

            
	
              ARTICLE
                VII

            	
              DUE
                ON SALE/ENCUMBRANCE

            	
              17

            
	
              7.1

            	
              No
                Sale/Encumbrance

            	
              17

            
	
              ARTICLE
                VIII

            	
              PREPAYMENT

            	
              17

            
	
              8.1

            	
              Prepayment
                Only in Accordance with Note

            	
              17

            
	
              ARTICLE
                IX

            	
              DEFAULT

            	
              17

            
	
              9.1

            	
              Events
                of Default

            	
              17

            
	
              ARTICLE
                X

            	
              RIGHTS
                AND REMEDIES

            	
              17

            
	
              10.1

            	
              Remedies

            	
              17

            


    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      Page

       

    

    
      	
              10.2

            	
              Other
                Rights, Etc.

            	
              21

            
	
              10.3

            	
              Right
                to Release Any Portion of the Property

            	
              22

            
	
              ARTICLE
                XI

            	
              WAIVERS

            	
              22

            
	
              11.1

            	
              Waiver
                of Trial By Jury

            	
              22

            
	
              11.2

            	
              Additional
                Waivers

            	
              22

            
	
              11.3

            	
              Mortgagor's
                Waivers

            	
              23

            
	
              ARTICLE
                XII

            	
              EXCULPATION

            	
              23

            
	
              12.1

            	
              Exculpation

            	
              23

            
	
              ARTICLE
                XIII

            	
              NOTICES

            	
              23

            
	
              13.1

            	
              Notices

            	
              23

            
	
              ARTICLE
                XIV

            	
              APPLICABLE
                LAW

            	
              23

            
	
              14.1

            	
              Choice
                of Law

            	
              23

            
	
              14.2

            	
              Provisions
                Subject to Applicable Law

            	
              24

            
	
              ARTICLE
                XV

            	
              MISCELLANEOUS
                PROVISIONS

            	
              24

            
	
              15.1

            	
              Survival

            	
              24

            
	
              15.2

            	
              No
                Oral Change

            	
              24

            
	
              15.3

            	
              Duplicate
                Originals; Counterparts

            	
              24

            
	
              15.4

            	
              Number
                and Gender

            	
              24

            
	
              15.5

            	
              Headings,
                Etc.

            	
              24

            
	
              15.6

            	
              Inapplicable
                Provision

            	
              25

            
	
              15.7

            	
              General
                Definitions

            	
              25

            
	
              15.8

            	
              Entire
                Agreement

            	
              25

            
	
              15.9

            	
              Time

            	
              25

            
	
              15.10

            	
              Liability

            	
              25

            
	
              15.11

            	
              Binding
                Effect

            	
              25

            
	
              15.12

            	
              Subrogation

            	
              25

            
	
              15.13

            	
              Exhibits

            	
              26

            
	
              15.14

            	
              Future
                Advances

            	
              26

            
	
              16.1

            	
              Trust
                Fund

            	
              26

            
	
              16.2

            	
              Property
                Encumbered

            	
              26

            


    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

      TABLE
        OF CONTENTS

      (continued)

      Page

       

    

    
      	
              16.3

            	
              Insurance

            	
              26

            
	
              16.4

            	
              Leases

            	
              27

            
	
              16.5

            	
              Statutory
                Construction

            	
              27

            
	
              16.6

            	
              Maximum
                Amount Secured

            	
              27

            
	
              16.7

            	
              Payment
                of Transfer Taxes

            	
              27

            
	
              16.8

            	
              Inconsistencies

            	
              28

            
	 	 	 


    

     

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

    


    THIS
      LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
      FIXTURE FINANCING STATEMENT (the "Security
      Instrument")
      is
      made as of the 4th day of January, 2007, by 1407 BROADWAY REAL ESTATE LLC,
      a
      Delaware limited liability company, having an address at c/o The Lightstone
      Group, 326 Third Street, Lakewood, New Jersey 08701 ("Mortgagor"),
      to
      LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (individually and as
      lead
      arranger and administrative agent for itself and certain co-lenders), having
      an
      address at 399 Park Avenue, 8th Floor, New York, New York 10022 ("Mortgagee").

     

    RECITALS:

     

    A.  Borrower
      owns the subleasehold estate in certain real property located at 1407 Broadway,
      Borough of Manhattan, City of New York, New York pursuant to the terms of that
      certain Sublease (as defined below), whose metes and bounds are more
      particularly described on Exhibit
      A
      attached
      hereto. 

     

    B.  This
      Security Instrument is given in connection with that certain Loan Agreement
      (the
      "Loan
      Agreement")
      dated
      of even date herewith, by and between the Mortgagor and the Mortgagee herewith
      pursuant to which Mortgagor has obtained a loan in the amount of up to
      $127,250,000 (the "Loan").

     

    C.  Mortgagor
      desires to secure the payment of the Debt (hereinafter defined) and the
      performance of all of Mortgagor's obligations under the Note and the other
      Loan
      Documents. Capitalized terms used, but not defined, herein shall have the
      meanings given to such terms in the Loan Agreement.

     

     

    ARTICLE
      I  GRANTS
      OF SECURITY

     

    1.1  Property
      Mortgaged. NOW,
      THEREFORE, in order to secure the payment of the Debt and the performance of
      the
      Obligations (hereinafter defined) in the principal amount of $106,000,000 and
      in
      consideration of Ten and No/100 Dollars ($10.00) in hand paid by Mortgagee
      to
      Mortgagor, the Recitals above stated, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Mortgagor GRANTS, BARGAINS, SELLS, ASSIGNS, RELEASES, ALIENS, TRANSFERS,
      WARRANTS, DEMISES, CONVEYS and MORTGAGES to Mortgagee and its successors and
      assigns forever and grants to Mortgagee and its successors and assigns forever
      a
      continuing security interest in and to all assets of Mortgagor, including all
      of
      Mortgagor's right, title and interest including the Leasehold Estate
      (hereinafter defined), together with all of Mortgagor's right, title and
      interest in and to the following described property, all of which other property
      is pledged primarily on a parity with the Leasehold Estate and not secondarily
      (the Leasehold Estate and the following property are collectively referred
      to as
      the "Property"):

     

    (a)  Premises.
      The
      subleasehold estate pursuant to that certain lease agreement, dated as of
      February 1, 1954, between Webb & Knapp, Inc. (“Webb
      & Knapp”)
      and
      Gettinger Associates and recorded on February 6, 1954 in Liber 4868 cp 339
      (the
“Sublease”),
      together with all of the Mortgagor’s right, title, interest and privileges in,
      to and otherwise by virtue of the Sublease (the "Leasehold
      Estate");

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  Additional
      Land.
      All
      additional lands, estates and development rights hereafter acquired by Mortgagor
      for use in connection with the Leasehold Estate and the development of the
      Leasehold Estate that may, from time to time, by supplemental security
      instrument or otherwise, be expressly made subject to the Lien of this Security
      Instrument;

     

    (c)  Improvements.
      All
      buildings, structures, fixtures, additions, enlargements, extensions,
      modifications, repairs, replacements and improvements now or hereafter erected
      or located on the Leasehold Estate, including, but not limited to, all
      apparatus, equipment, and appliances used in the operation or occupancy of
      the
      real property described above, it being intended by the parties that all such
      items shall be conclusively considered to be a part of the Leasehold Estate,
      whether or not attached or affixed to the Leasehold Estate (the "Improvements");
      together with all mineral, oil and gas and other hydrocarbon substances in,
      on
      or under the Leasehold Estate;

     

    (d)  After
      Acquired Property.
      All
      property acquired by Mortgagor after the date of this Security Instrument which
      by the terms of this Security Instrument shall be subject to the Lien and/or
      the
      security interest created hereby, shall immediately upon the acquisition thereof
      by Mortgagor and without any further mortgage, conveyance or assignment become
      subject to the Lien and security interest created by this Security
      Instrument;

     

    (e)  Easements.
      All
      easements, rights-of-way or use, rights, strips and gores of land, streets,
      ways, alleys, passages, sewer rights, water, water courses, water rights and
      powers, air rights and development rights and credits, and all estates, rights,
      titles, interests, privileges, liberties, servitudes, tenements, hereditaments
      and appurtenances of any nature whatsoever, in any way now or hereafter
      belonging, relating or pertaining to the Leasehold Estate and the Improvements
      and the reversion and reversions, remainder and remainders, and all land lying
      in the bed of any street, road or avenue, opened or proposed, in front of or
      adjoining the Leasehold Estate, to the center line thereof and all the estates,
      rights, titles, interests, dower and rights of dower, curtesy and rights of
      curtesy, property, possession, claim and demand whatsoever, both at law and
      in
      equity, of Mortgagor of, in and to the Leasehold Estate and the Improvements
      and
      every part and parcel thereof, with the appurtenances thereto; and all interest
      or estate which Mortgagor may hereafter acquire in the property described above,
      and all additions and accretions thereto, and the proceeds of any of the
      foregoing;

     

    (f)  Fixtures
      and Personal Property.
      All
      goods, furnishings, work in progress, machinery, equipment, fixtures (including
      all heating, air conditioning, plumbing, lighting, communications and elevator
      fixtures) and other property of every kind and nature whatsoever owned by
      Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter
      located upon the Leasehold Estate or the Improvements, or appurtenant thereto,
      and used in connection with the present or future operation and occupancy of
      the
      Leasehold Estate and the Improvements and all building equipment, materials
      and
      supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor
      has
      or shall have an interest, now or hereafter located upon the Leasehold Estate
      and the Improvements, or appurtenant thereto, or used in connection with the
      present or future operation and occupancy of the Leasehold Estate and the
      Improvements (collectively, the "Personal
      Property"),
      and
      the right, title and interest of Mortgagor in and to any of the Personal
      Property which may be subject to any security interests, as defined in the
      Uniform Commercial Code, as adopted and enacted by the state or states where
      any
      of the Leasehold Estate is located (the "Uniform
      Commercial Code"
      or
      "UCC"),
      superior in lien to the Lien of this Security Instrument and all proceeds and
      products of the above;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (g)  Leases
      and Rents.
      All
      current and future leases, rental agreements, occupancy agreements and other
      agreements of whatever form now or hereafter affecting the use, enjoyment or
      occupancy of, or the conduct of any activity upon or in, all or any part of
      the
      Leasehold Estate or the Improvements, including any guaranties, extensions,
      renewals, replacements or modifications thereof, whether before or after the
      filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101
et seq.
      (the
      "Bankruptcy
      Code"),
      as
      the same may be amended from time to time (the "Leases")
      and
      all rents, rent equivalents, moneys payable as damages or in lieu of rent or
      rent equivalents, royalties (including all oil and gas or other mineral
      royalties and bonuses), income, receivables, receipts, revenues, deposits
      (including security, utility and other deposits), accounts, cash, issues, fees,
      profits, charges for services rendered, and other consideration of whatever
      form
      or nature received by or paid to or for the account of or benefit of Mortgagor
      or its agents or employees from any and all sources (including any warrants,
      stock options or other rights granted to Mortgagor, any principal or their
      Affiliates in connection with any Lease) arising from or attributable to the
      Leasehold Estate and the Improvements, together with all proceeds from the
      sale
      or other disposition of the Leases and the right to receive and apply the Rents
      to the payment of the Debt and all right, title and interest of Mortgagor,
      its
      successors and assigns therein and thereunder, including all guarantees, letters
      of credit and any other credit support given by any guarantor in connection
      therewith, cash or securities deposited under the Leases to secure the
      performance by the lessees of their obligations thereunder and all rents,
      additional rents, revenues, issues and profits (including all oil and gas or
      other mineral royalties and bonuses) from the Leasehold Estate and the
      Improvements whether paid or accruing before or after the filing by or against
      Mortgagor of any petition for relief under the Bankruptcy Code (collectively,
      the "Rents")
      and
      all proceeds from the sale or other disposition of the Leases and the right
      to
      receive and apply the Rents to the payment of the Debt;

     

    (h)  Condemnation
      Awards.
      All
      awards or payments, including interest thereon, which may heretofore and
      hereafter be made with respect to the Leasehold Estate, whether from the
      exercise of the right of eminent domain (including any transfer made in lieu
      of
      or in anticipation of the exercise of the right), or for a change of grade,
      or
      for any other injury to or decrease in the value of the Leasehold
      Estate;

     

    (i)  Insurance
      Proceeds.
      All
      proceeds of and any unearned premiums on any insurance policies covering the
      Leasehold Estate, including the right to receive and apply the proceeds of
      any
      insurance judgments, or settlements made in lieu thereof, for damage to the
      Property;

     

    (j)  Tax
      Certiorari.
      All
      refunds, rebates or credits in connection with a reduction in real estate taxes
      and assessments charged against the Leasehold Estate as a result of tax
      certiorari or any applications or proceedings for reduction;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (k)  Rights.
      The
      right, in the name and on behalf of Mortgagor, to commence any action or
      proceeding to protect the interest of Mortgagee in the Leasehold Estate and
      while an Event of Default remains uncured, to appear in and defend any action
      or
      proceeding brought with respect to the Leasehold Estate;

     

    (l)  Agreements.
      All
      agreements, contracts, certificates, instruments, franchises, permits, licenses,
      plans, specifications and other documents, now or hereafter entered into, and
      all rights therein and thereto, respecting or pertaining to the use, occupation,
      construction, management or operation of the Leasehold Estate and any part
      thereof and any Improvements or respecting any business or activity conducted
      on
      the Property and any part thereof and all agreements with management agents,
      leasing agents, sales agents, service and maintenance agents, contractors and
      other third parties, whether now existing or hereafter arising, relating to
      the
      management, operation, leasing, sale, maintenance or repair of the Property,
      including equipment leases, personal property leases, purchase and sale
      agreements, together with any amendments or modifications thereto and any
      replacements thereof executed during the term of the Loan; any and all contract
      rights (including any contract with any architect or engineer or with any other
      provider of goods or services for or in connection with any construction, repair
      or other work upon the Property) relating to the Property; and any and all
      warranties and guaranties relating to the Property or any fixtures, equipment
      or
      personal property owned by Mortgagor and located on and/or used in connection
      with the Property now existing or hereafter arising; any and all plans, permits,
      licenses, certificates of use and occupancy (or their equivalent), trade names,
      insurance policies, applications and approvals issued by any Governmental
      Authority or agency relating to the construction, ownership, operation and/or
      use of the Property, whether now existing or hereafter arising; and any and
      all
      rights, powers, privileges, claims, remedies and causes of action of every
      kind
      which Mortgagor now has or may in the future have with respect to or by reason
      of its interest in the contracts or any other items referenced above, and all
      right, title and interest of Mortgagor therein and thereunder, including the
      right, while an Event of Default remains uncured, to receive and collect any
      sums payable to Mortgagor thereunder.

     

    (m)  Service
      Rights.
      Any
      agreements, contracts, rights, licenses or other interests of any type
      (collectively, the "Service
      Rights")
      (whether exclusive or non-exclusive) granted or given to any Person to provide
      any products or services to or for or with respect to the Leasehold Estate,
      any
      Tenant or any occupants of the Leasehold Estate, including any of the same
      related to telecommunications, internet
      products or services, including, but not limited to, personal computer hardware
      and software, internet hardware and software, internet access services,
      printers, video display systems, audio sound systems and communication
      telephonic devices, as well as related and complementary products and services
      and any substitutes for, and items that are a technological evolution of, any
      of
      the foregoing products.

     

    (n)  Intangibles.
      All
      accounts, escrows, documents, instruments, chattel paper, claims, deposits
      and
      other general intangibles, as the foregoing terms are defined in the Uniform
      Commercial Code of the state in which the Property is located; all franchises,
      trade names, trademarks, symbols, service marks, logos, copyrights, goodwill,
      books, records, plans, specifications, designs, drawings, permits, consents,
      licenses, all rights, interest and privileges that now or hereafter relate
      to,
      are derived from or are used in connection with the Leasehold Estate, the
      Improvements or the Personal Property, or the use, operation, maintenance,
      occupancy or enjoyment thereof or the conduct of any business or activities
      thereon, including without limitation, any rights which Mortgagor or Mortgagor's
      Affiliates now or may hereafter have as developer or declarant under any
      covenants, conditions, restrictions or declarations now or hereafter relating
      to
      the Leasehold Estate or the Improvements; and all approvals, actions, refunds
      of
      real estate taxes and assessments (and any other governmental impositions
      related to the Property), and causes of action that now or hereafter relate
      to,
      are derived from or are used in connection with the Leasehold Estate, the
      Improvements or the Personal Property, or the use, operation, maintenance,
      occupancy or enjoyment thereof or the conduct of any business or activities
      thereon (hereinafter collectively referred to as the "Intangibles");

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (o)  Options.
      All
      options to purchase and rights of first refusal to purchase or acquire a fee
      estate, easement interest or other real property right to land, both vacant
      and
      improved, adjoining the Leasehold Estate now or hereafter in
      effect;

     

    (p)  Conversion.
      All
      proceeds of the conversion, voluntary or involuntary, of any of the foregoing
      including proceeds of insurance and condemnation awards, into cash or
      liquidation claims;

     

    (q)  Other
      Rights.
      Inventory, cash receipts, deposit accounts, accounts receivable, contract
      rights, licenses, agreements, notes, drafts, letters of credit, all proceeds
      of
      the conversion, voluntary or involuntary, of any of the foregoing including
      proceeds of insurance and condemnation awards, into cash or liquidation claims;
      any other rights to the payment of money; all permits, consents, approvals,
      licenses, authorizations and other rights granted by, given by or obtained
      from,
      any Governmental Authority with respect to the Property; all deposits or other
      security now or hereafter made with or given to utility companies by Mortgagor
      with respect to the Property; all plans, drawings and specifications relating
      to
      the Property; all loan funds held by Mortgagee, whether or not disbursed; all
      funds deposited with Mortgagee pursuant to any loan agreement; all reserves,
      deferred payments, deposits, accounts, refunds, cost savings and payments of
      any
      kind related to the Property or any portion thereof (including, but not limited
      to all refunds, rebates or credits in connection with a reduction in real estate
      taxes and assessments charged against the Property as a result of tax certiorari
      or any applications or proceedings for reduction of taxes); the right, in the
      name and on behalf of Mortgagor, to commence any action or proceeding to protect
      the interest of Mortgagee in the Property and while an Event of Default remains
      uncured, to appear in and defend any action or proceeding brought with respect
      to the Property; all options to purchase and rights of first refusal to purchase
      or acquire a fee estate, easement interest or other real property right to
      land,
      both vacant and improved, adjoining the Leasehold Estate now or hereafter in
      effect; together with any proceeds, products, offspring, rents and profits
      from
      any of the foregoing, including those from sale, exchange, transfer, collection,
      loss, damage, disposition, substitution or replacement of any of the foregoing;
      together with all books, records and files relating to any of the foregoing;
      and

     

    (r)  Proceeds.
      All
      proceeds, products, offspring, rents and profits from any of the foregoing,
      including those from sale, exchange, transfer, collection, loss, damage,
      disposition, substitution or replacement of any of the foregoing.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    As
      to all
      of the above described Property which is or which hereafter becomes a "fixture"
      under applicable law, this Security Instrument constitutes a fixture filing
      under the UCC, as amended or recodified from time to time.

     

    1.2  Pledge
      of Monies Held.
      Mortgagor hereby pledges to Mortgagee, and grants to Mortgagee a security
      interest in, any and all monies now or hereafter held by Mortgagee pursuant
      to
      the Loan Agreement or the other Loan Documents (including the Reserves) as
      additional security for the Obligations until expended or applied or required
      to
      be applied as provided in this Security Instrument, the Loan Agreement and
      the
      other Loan Documents.

     

    CONDITIONS
      TO GRANT

     

    TO
      HAVE
      AND TO HOLD the Property hereby mortgaged and conveyed, or so intended, unto
      the
      Mortgagee and its successors and assigns, forever;

     

    PROVIDED,
      HOWEVER, these presents are upon the express condition that, if Mortgagor shall
      well and truly pay to Mortgagee the Debt at the time and in the manner provided
      in the Note, this Security Instrument and the other Loan Documents, shall well
      and truly perform the Other Obligations as set forth in this Security Instrument
      and the other Loan Documents and shall well and truly abide by and comply with
      each and every covenant and condition set forth in the Loan Documents, these
      presents and the estate hereby granted shall cease, terminate and be void.
      

     

    ARTICLE
      II DEBT
      AND OBLIGATIONS SECURED

     

    2.1  Debt.
      This
      Security Instrument and the grants, assignments and transfers made in
Article
      I
      are
      given for the purpose of securing the following, in such order of priority
      as
      Mortgagee may determine in its sole discretion (the "Debt"):
      (1)
      all principal, interest and other amounts due under or secured by the Loan
      Documents; (2) the payment of all other monies agreed or provided to be paid
      by
      Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums
      advanced pursuant to this Security Instrument to protect and preserve the
      Property and the Lien and the security interest created hereby; (4) the payment
      of all sums advanced and costs and expenses incurred by Mortgagee in connection
      with the Debt or any part thereof, any renewal, extension, modification,
      consolidation, change, substitution or restatement or any part thereof, or
      the
      acquisition or perfection of the security therefor, whether made or incurred
      at
      the request of Mortgagor or Mortgagee (including, without limitation, (i)
      modifications of the required principal payment dates or interest payment dates
      or both, as the case may be, deferring or accelerating payment dates wholly
      or
      partly; or (ii) modifications, extensions or renewals of the Debt or any
      part thereof at a different rate of interest whether or not in the case of
      a
      note, the modification, extension or renewal is evidenced by a new or additional
      promissory note or notes); (5) all principal, interest, and other amounts which
      may hereafter be loaned by Mortgagee, its successors or assigns, to or for
      the
      benefit of the owner of the Property, when evidenced by a promissory note or
      other instrument which, by its terms, is secured hereby; (6) all other
      indebtedness, obligations and liabilities now or hereafter existing of any
      kind
      of Mortgagor to Mortgagee under documents which recite that they are intended
      to
      be secured by this Security Instrument; and (7) payment and performance of
      all
      covenants and obligations hereunder and under the Loan Documents, if
      any.

     

    
      
         

      

      
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    2.2  Other
      Obligations.
      This
      Security Instrument and the grants, assignments and transfers made in
Article
      I
      are also
      given for the purpose of securing the performance of all of the agreements,
      covenants, conditions, warranties, representations and other obligations (other
      than to repay the Debt) made or undertaken by Mortgagor or any other Person
      to
      Mortgagee or others as set forth in the Loan Documents (the "Other
      Obligations").

     

    2.3  Debt
      and Other Obligations.
      The
      obligations of Mortgagor and all other Persons for the payment of the Debt
      and
      the performance of the Other Obligations shall be referred to herein
      collectively as the "Obligations".
      The
      term "Obligations"
      is used
      herein in its broadest and most comprehensive sense and shall be deemed to
      include, without limitation, all interest and charges, prepayment premiums
      (if
      any), late charges and loan fees at any time accruing or assessed on any of
      the
      Debt.

     

    2.4  Payments.
      Unless
      payments are made in the required amount in immediately available funds at
      the
      place where the Note is payable, remittances in payment of all or any part
      of
      the Debt shall not, regardless of any receipt or credit issued therefor,
      constitute payment until the required amount is actually received by Mortgagee
      in funds immediately available at the place where the Note is payable (or any
      other place as Mortgagee, in Mortgagee's sole discretion, may have established
      by delivery of written notice thereof to Mortgagor) and shall be made and
      accepted subject to the condition that any check or draft may be handled for
      collection in accordance with the practice of the collecting bank or banks.
      Acceptance by Mortgagee of any payment in an amount less than the amount then
      due shall be deemed an acceptance on account only, and the failure to pay the
      entire amount then due (subject to applicable cure periods) shall be and
      continue to be an Event of Default.

     

    2.5  Advances
      by Mortgagee.
      It is
      specifically understood and agreed that all funds which are advanced by
      Mortgagee and employed in performance of the obligations of Mortgagor under
      this
      Mortgage, the Loan Agreement or the other Loan Documents, including, without
      limitation, advances made to pay any interest accrued on the principal under
      the
      Note as the same becomes due from time to time under the terms of the Note
      and/or Loan Agreement, or which are advanced in the exercise of Mortgagee's
      judgment that the same are necessary or desirable to complete, operate, maintain
      or market the Property or to protect Mortgagee's security under the Loan
      Documents, shall, because of economic necessity and compulsion, be deemed
      advanced by Mortgagee under an obligation to do so regardless of the identity
      of
      the person or persons to whom such funds are furnished and shall be added to
      the
      Debt evidenced by the Note and shall be equally secured by this Mortgage and
      shall have the same priority as all amounts, if any, advanced as of the date
      hereof.

     

    ARTICLE
      III MORTGAGOR
      COVENANTS

     

    Mortgagor
      covenants and agrees with Mortgagee that:

     

    3.1  Payment
      of Debt.
      Mortgagor will pay the Debt at the time and in the manner provided in the Loan
      Documents.

     

    
      
         

      

      
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    3.2  Warranty
      of Title.
      Mortgagor hereby warrants that: (a) Mortgagor has good, marketable and
      insurable title to the Leasehold Estate, including the right to encumber the
      Property; (b) Mortgagor has the full power, authority and right to execute,
      deliver and perform its Obligations under this Security Instrument and to
      encumber, grant, bargain, sell, convey, assign and mortgage the Property in
      accordance with the terms hereof; (c) Mortgagor possesses an unencumbered
      interest in the Leasehold Estate and the Improvements and Mortgagor owns the
      Property free and clear of all Liens, encumbrances and charges whatsoever except
      for those exceptions shown in the title insurance policy insuring the Lien
      of
      this Security Instrument; and (d) this Security Instrument is and will remain
      a
      valid and enforceable first Lien on and security interest in the Property,
      subject only to those exceptions shown in the title insurance policy insuring
      the Lien of this Security Instrument. Mortgagor shall forever warrant, defend
      and preserve such title and the validity and priority of the Lien of this
      Security Instrument and shall forever warrant and defend the same to Mortgagee
      against the claims of all Persons whomsoever. The foregoing warranty of title
      shall survive the foreclosure of this Security Instrument and shall inure to
      the
      benefit of and be enforceable by Mortgagee in the event Mortgagee acquires
      title
      to the Property pursuant to any foreclosure or deed in lieu of foreclosure
      or
      otherwise.

     

    3.3  Incorporation
      by Reference.
      All the
      covenants, conditions, terms, provisions and agreements contained in (a) the
      Note and (b) the other
      Loan
      Documents, are hereby made a part of this Security Instrument to the same extent
      and with the same force as if fully set forth herein, including, but not
      limited, to Section
      5.20
      of the
      Loan Agreement (Operation of Property) and Section
      6.2
      of the
      Loan Agreement (Tax and Insurance Escrows). All Persons who may have or acquire
      an interest in the Property shall be deemed to have notice of the terms of
      the
      Obligations and to have notice, if provided therein, that: (a) the Note or
      the
      Loan Agreement may permit borrowing, repayment and re-borrowing so that
      repayments shall not reduce the amounts of the Obligations; and (b) the rate
      of
      interest on one or more Obligations may vary from time to time.

     

    ARTICLE
      IV FURTHER
      ASSURANCES

     

    4.1  Recording
      of Security Instrument, Etc.
      Mortgagor forthwith upon the execution and delivery of this Security Instrument
      and thereafter, from time to time, will cause this Security Instrument and
      any
      of the other Loan Documents (including all UCC financing statements) creating
      a
      Lien or security interest or evidencing the Lien hereof upon the Property and
      each instrument of further assurance to be filed, registered or recorded in
      such
      manner and in such places as may be required by any present or future law in
      order to publish notice of and fully to protect and perfect the Lien or security
      interest hereof upon, and the interest of Mortgagee in, the Property. Mortgagor
      will pay all taxes, filing, registration or recording fees, and all reasonable
      expenses incident to the preparation, execution, acknowledgment and/or recording
      of the Note, this Security Instrument, the other Loan Documents, any note or
      mortgage supplemental hereto, any security instrument with respect to the
      Property and any instrument of further assurance, and any modification or
      amendment of the foregoing documents, and all federal, state, county and
      municipal taxes, duties, imposts, assessments and charges arising out of or
      in
      connection with the execution and delivery of this Security Instrument, any
      mortgage supplemental hereto, any security instrument with respect to the
      Property or any instrument of further assurance, and any modification or
      amendment of the foregoing documents, except where prohibited by law so to
      do.

     

    
      
         

      

      
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    4.2  Further
      Acts, Etc.
      Mortgagor will, at the sole cost and expense of Mortgagor, and without any
      cost
      or expense to Mortgagee, do, execute, acknowledge and deliver all and every
      such
      further acts, deeds, conveyances, mortgages, assignments, notices of
      assignments, transfers and assurances as Mortgagee shall, from time to time,
      reasonably require, for the better assuring, conveying, assigning, transferring,
      and confirming unto Mortgagee, the Property and rights hereby mortgaged,
      granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted
      and
      transferred or intended now or hereafter so to be, or which Mortgagor may be
      or
      may hereafter become bound to convey or assign to Mortgagee, or for carrying
      out
      the intention or facilitating the performance of the terms of this Security
      Instrument or for filing, registering or recording this Security Instrument,
      or
      for complying with all Legal Requirements. Mortgagor, on demand, will execute
      and deliver and hereby authorizes Mortgagee to execute in the name of Mortgagor
      or without the signature of Mortgagor to the extent Mortgagee may lawfully
      do
      so, one or more financing statements, chattel mortgages or other instruments,
      to
      evidence or perfect more effectively the security interest of Mortgagee in
      the
      Property. Mortgagor grants to Mortgagee an irrevocable power of attorney coupled
      with an interest for the purpose of exercising and perfecting any and all rights
      and remedies available to Mortgagee pursuant to this Section
      4.2,
      and
      Mortgagor hereby acknowledges and agrees that Mortgagor shall have no claim
      or
      cause of action against Mortgagee arising out of Mortgagee's execution and/or
      recordation of any instruments by or on behalf of Mortgagor pursuant to the
      foregoing power of attorney.

     

    4.3  Changes
      in Tax, Debt Credit and Documentary Stamp Laws.
      (a) If
      any law is enacted or adopted or amended after the date of this Security
      Instrument which deducts the Debt from the value of the Property for the purpose
      of taxation or which imposes a tax, either directly or indirectly, on the Debt
      or Mortgagee's interest in the Property, Mortgagor will pay the tax, with
      interest and penalties thereon, if any. If Mortgagee is advised by counsel
      chosen by Mortgagee that the payment of tax by Mortgagor would be unlawful
      or
      taxable to Mortgagee or unenforceable or provide the basis for a defense of
      usury, then Mortgagee shall have the option by written notice of not less than
      ninety (90) days to declare the Debt immediately due and payable.

     

    (b)  Mortgagor
      will not claim or demand or be entitled to any credit or credits on account
      of
      the Debt for any part of the Taxes or Other Charges assessed against the
      Property, or any part thereof, and no deduction shall otherwise be made or
      claimed from the assessed value of the Property, or any part thereof, for real
      estate tax purposes by reason of this Security Instrument or the Debt. If such
      claim, credit or deduction shall be required by law, Mortgagee shall have the
      option, by written notice of not less than ninety (90) days, to declare the
      Debt
      immediately due and payable.

     

    (c)  If
      at any
      time the United States of America, any State thereof or any subdivision of
      any
      such State shall require revenue or other stamps to be affixed to the Note,
      this
      Security Instrument, or any of the other Loan Documents or impose any other
      tax
      or charge on the same, Mortgagor will pay for the same, with interest and
      penalties thereon, if any.

     

    4.4  Leasehold
      Mortgage Provisions. 

     

    (a)  Mortgagor
      hereby covenants, warrants and represents as follows:

     

    
      
         

      

      
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    (i)  to
      Mortgagor’s knowledge, that certain lease, dated as of January 14, 1954, between
      The Prudential Insurance Company of America, as landlord, and Webb & Knapp,
      as tenant (such lease, as amended and assigned, the “Ground
      Lease”)
      and
      the Sublease are in full force and effect, unmodified by any writing or
      otherwise, except as otherwise previously disclosed;

     

    (ii)  to
      Mortgagor’s knowledge, all rent, additional rent and/or other charges reserved
      in or payable under the Ground Lease and the Sublease have been paid to the
      extent that they are due to the date hereof;

     

    (iii)  Mortgagor
      enjoys the quiet and peaceful possession of the Leasehold Estate;

     

    (iv)  except
      for the claims made in the Kamber Litigation and the letter from Kamber’s
      attorneys and as otherwise previously disclosed to Mortgagee, Mortgagor and
      the
      lessor under the Sublease (the “Sublessor”)
      have
      not delivered or received any notices of default under the Ground Lease and/or
      the Sublease and, to the best of Mortgagor's knowledge, is not in default under
      any of the terms of the Ground Lease and/or the Sublease and there are no
      circumstances which, with the passage of time or the giving of notice or both,
      would constitute a default under the Ground Lease and/or the
      Sublease;

     

    (v)  except
      as
      previously disclosed to Mortgagee, the granting of this Mortgage does not
      violate the terms of the Ground Lease and/or the Sublease nor is the consent
      of
      the lessor under the Ground Lease (the "Ground
      Lessor")
      and/or
      the consent of the Sublessor required to be obtained in connection with the
      granting of this Mortgage;

     

    (vi)  to
      the
      best of Mortgagor's knowledge, the Ground Lessor and/or Sublessor are not in
      default under any of the terms of the Ground Lease and/or the Sublease on their
      part to be observed or performed;

     

    (vii)  to
      the
      best of Mortgagor's knowledge, Mortgagor has delivered to Mortgagee true,
      accurate and complete copies of the Ground Lease and the Sublease;

     

    (viii)  Mortgagor
      shall pay the rent and all other sums and charges mentioned in, and payable
      under, the Sublease and shall cause the Sublessor to pay rent and other sums
      and
      charges payable under the Ground Lease prior to same becoming
      delinquent;

     

    (ix)  Mortgagor
      shall timely perform and observe all of the terms, covenants and conditions
      required to be performed and observed by the lessee under the Sublease, the
      breach of which could permit any party to the Sublease to validly terminate
      the
      Sublease (including, but without limiting the generality of the foregoing,
      any
      payment obligations), shall do all things necessary to preserve and to keep
      unimpaired its rights under the Sublease, shall not waive, excuse or discharge
      any of the material obligations of the Sublease without Mortgagee's prior
      written consent in each instance, and shall diligently and continuously enforce
      the obligations of the Sublessor;

     

    
      
         

      

      
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    (x)  Mortgagor
      shall cause the Sublessor to timely perform and observe all of the terms,
      covenants and conditions required to be performed and observed by the lessee
      under the Ground Lease, the breach of which could permit any party to the Ground
      Lease to validly terminate the Ground Lease (including, but without limiting
      the
      generality of the foregoing, any payment obligations), shall cause the Sublessor
      to do all things necessary to preserve and to keep unimpaired its rights under
      the Ground Lease, shall cause the Sublessor not to waive, excuse or discharge
      any of the material obligations of the Ground Lease without Mortgagee's prior
      written consent in each instance, and shall cause the Sublessor to diligently
      and continuously enforce the obligations of the Ground Lessor;

     

    (xi)  Mortgagor
      shall not do or knowingly and intentionally permit or suffer any event or
      omission as a result of which there could occur a default under the Sublease
      which would remain uncured after the applicable grace period or any event which,
      with the giving of notice or the passage or time, or both, would constitute
      a
      default under the Sublease, which could permit any party to the Sublease to
      validly terminate the Sublease (including, but without limiting the generality
      of the foregoing, a default in any payment obligation);

     

    (xii)  Mortgagor
      shall cause the Sublessor not to do or knowingly and intentionally permit or
      suffer any event or omission as a result of which there could occur a default
      under the Ground Lease which would remain uncured after the applicable grace
      period or any event which, with the giving of notice or the passage or time,
      or
      both, would constitute a default under the Ground Lease, which could permit
      any
      party to the Ground Lease to validly terminate the Ground Lease (including,
      but
      without limiting the generality of the foregoing, a default in any payment
      obligation);

     

    (xiii)  Mortgagor
      shall not cancel, terminate, surrender, modify or amend or in any way permit
      the
      alteration of any of the provisions of the Sublease or agree to any termination,
      amendment, modification or surrender of the Sublease without Mortgagee's prior
      written consent in each instance. Mortgagor hereby assigns to Mortgagee, as
      further security for the payment of the Indebtedness and for the performance
      and
      observance of the terms, covenants and conditions of the Loan Documents, all
      of
      the rights, privileges and prerogatives of Mortgagor to surrender the Sublease
      or to terminate, cancel, modify, change, supplement, alter or amend the
      Sublease, and any such surrender of the Sublease or termination, cancellation,
      change, supplement, alteration or amendment of the Sublease, without the prior
      written consent of Mortgagee, shall be void and of no force and effect
      (provided, however, so long as there is no breach of or default under any of
      the
      covenants or agreements herein contained to be performed by Mortgagor, or in
      the
      performance by Mortgagor of any of the terms, covenants and conditions contained
      in the Sublease, Mortgagee shall have no right to terminate, cancel, modify,
      change, supplement, alter or amend the Sublease);

     

    (xiv)  Mortgagor
      shall promptly notify Mortgagee of any material defaults by any party under
      the
      Sublease and shall deliver to Mortgagee copies of any notice of default by
      any
      party under the Sublease, or of any notice from the Sublessor of its intention
      to terminate the Sublease or to re-enter and take possession of the Property,
      promptly upon delivery or receipt of such notice, as the case may
      be;

     

    
      
         

      

      
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    (xv)  Mortgagor
      shall notify Mortgagee of any material defaults by any party under the Ground
      Lease and shall deliver to Mortgagee copies of any notice of default by any
      party under the Ground Lease, or of any notice from the Ground Lessor of its
      intention to terminate the Ground Lease or to re-enter and take possession
      of
      the Property, promptly upon delivery or receipt of such notice, as the case
      may
      be;

     

    (xvi)  Mortgagor
      shall, in a timely manner, furnish to Mortgagee copies of such information
      and
      evidence as Mortgagee may reasonably request concerning Mortgagor's due
      observance, performance and compliance with the terms, covenants and conditions
      of the Sublease;

     

    (xvii)  Mortgagor
      shall, in a timely manner, furnish to Mortgagee copies of such information
      and
      evidence as Mortgagee may reasonably request concerning Sublessor's due
      observance, performance and compliance with the terms, covenants and conditions
      of the Ground Lease;

     

    (xviii)  Subject
      to the terms and conditions of the Sublease, Mortgagor shall not consent to
      the
      subordination of the Sublease to any mortgages of the fee interest in the
      Leasehold Estate;

     

    (xix)  Subject
      to the terms and conditions of the Ground Lease, Mortgagor shall cause Sublessor
      not to consent to the subordination of the Ground Lease to any mortgages of
      the
      fee interest in the Leasehold Estate;

     

    (xx)  Any
      default by Mortgagor under the Sublease, in each case not cured within the
      applicable grace period, shall constitute a default hereunder; 

     

    (xxi)  Mortgagor,
      at its sole cost and expense, shall execute and deliver to Mortgagee, within
      ten
      (10) business days after request, such documents, instruments or agreements
      as
      may be reasonably required to permit Mortgagee to cure any default under the
      Sublease not cured within the applicable grace period; and 

     

    (xxii)  Mortgagor,
      at its sole cost and expense, shall take all actions necessary and/or reasonably
      required by Mortgagee to provide to Mortgagee all of the leasehold mortgagee
      protections available under the Sublease.

     

    (b)  In
      the
      event of default by Mortgagor in the performance of any of its obligations
      under
      the Sublease not cured within the applicable grace period, including, but
      without limiting the generality of the foregoing, any default in the payment
      of
      any sums payable thereunder, then, in each and every case, Mortgagee may, at
      its
      option, following notice to Mortgagor, cause the default or defaults to be
      remedied and otherwise exercise any and all of the rights of Mortgagor
      thereunder in the name of and on behalf of Mortgagor; provided, however, that
      failure to provide notice to Mortgagor shall not be deemed a default by
      Mortgagee. Mortgagor shall, within ten (10) business days of demand, reimburse
      Mortgagee for all advances made and expenses incurred by Mortgagee in curing
      any
      such default (including, without limiting the generality of the foregoing,
      reasonable attorneys' fees and disbursements), together with interest thereon
      computed at the Default Rate from the date demanded until paid to Mortgagee.
      All
      such advances, together with interest thereon, shall be secured by this
      Mortgage.

     

    
      
         

      

      
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    (c)  Mortgagor
      shall give Mortgagee notice of its intention to exercise each and every option,
      if any, including, without limitation, any purchase or extension options, at
      least thirty (30) days prior to the expiration of the time to exercise such
      option under the terms thereof. If Mortgagor intends to exercise any such
      option, it shall deliver to Mortgagee, with the notice of such decision, a
      copy
      of the notice of extension and/or purchase delivered to the lessor thereunder,
      together with the terms and conditions of such extension and/or purchase.
      Mortgagor hereby expressly acknowledges and appoints Mortgagee as its
      attorney-in-fact to exercise any such option in the name of and on behalf of
      Mortgagor, which power of attorney shall be irrevocable and shall be deemed
      coupled with an interest.

     

    (d)  Mortgagor
      shall use commercially reasonable efforts to obtain and deliver to Mortgagee
      within twenty (20) business days after written demand by Mortgagee or such
      longer period of time provided in the Sublease, an estoppel certificate from
      the
      Sublessor providing the information the Sublessor is required to provide in
      an
      estoppel letter pursuant to the terms of the Sublease.

     

    (e)  Anything
      contained herein to the contrary notwithstanding, this Mortgage shall not
      constitute an assignment of the Sublease within the meaning of any provision
      thereof prohibiting its assignment and Mortgagee shall have no liability or
      obligation thereunder by reason of its acceptance of this Mortgage. Mortgagee
      shall be liable for the obligations of the lessee arising under the Sublease
      for
      only that period of time which Mortgagee is in possession of the Leasehold
      Estate or has acquired, by foreclosure or otherwise, and is holding all of
      Mortgagor's right, title and interest therein.

     

    (f)  It
      is
      hereby agreed that the fee title in the Leasehold Estate, the leasehold estate
      under the Ground Lease and the Leasehold Estate shall not merge but shall always
      be kept separate and distinct, notwithstanding the union of said estates in
      either the Ground Lessor, the Sublessor, Mortgagor or a third party, whether
      by
      purchase or otherwise. If Mortgagor shall acquire fee title to the property
      leased to Mortgagor, or any other estate, title or interest in the property
      demised under the Ground Lease and/or the Sublease, or any portion thereof,
      then, immediately upon Mortgagor's acquisition thereof, this Mortgage
      automatically shall spread to cover Mortgagor's fee interest in such leased
      property on the same terms, covenants and conditions as set forth herein. Upon
      such acquisition, Mortgagor, at its sole cost and expense, shall deliver to
      Mortgagee an ALTA Form B Mortgage Title Insurance Policy insuring that this
      Mortgage, as so spread to cover Mortgagor's fee interest in such leased
      property, is a valid first lien on Mortgagor's interest therein, subject only
      to
      the Permitted Exceptions. It is the intention of Mortgagor and Mortgagee that
      no
      documents, instruments or agreements shall be necessary to confirm the foregoing
      spread of this Mortgage to cover Mortgagor's fee interest in such leased
      property, as aforesaid, and that such spreader shall occur automatically upon
      the consummation of Mortgagor's acquisition of such estate, title or interest
      to
      such leased property. Notwithstanding the foregoing, Mortgagor shall make,
      execute, acknowledge and deliver to Mortgagee or so cause to be made, executed,
      acknowledged and delivered to Mortgagee, in form reasonably satisfactory to
      Mortgagee, all such further or other documents, instruments, agreements or
      assurances as may be reasonably required by Mortgagee to confirm the foregoing
      spread of this Mortgage to cover Mortgagor's fee interest in such leased
      property. Mortgagor shall pay all reasonable expenses incurred by Mortgagee
      in
      connection with the preparation, execution, acknowledgement, delivery and/or
      recording of any such documents, including but without limiting the generality
      of the foregoing, all filing, registration and recording fees and charges,
      documentary stamps, mortgage taxes, intangible taxes, and reasonable attorneys'
      fees, costs and disbursements.

     

    
      
         

      

      
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    (g)  If
      any
      action or proceeding shall be instituted to evict Mortgagor or to recover
      possession of the Property or any part thereof or interest therein or any action
      or proceeding otherwise affecting the Ground Lease and/or the Sublease or this
      Mortgage shall be instituted, then Mortgagor will, promptly upon service thereof
      on or to Mortgagor, deliver to Mortgagee a true and complete 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.

     

    (h)  Mortgagor
      will not agree to arbitrate any disputes arising under the Sublease, except
      for
      those certain disputes which by the terms of such Sublease must be arbitrated,
      without the written consent of Mortgagee, which consent can be withheld at
      the
      sole discretion of Mortgagee. In the event of any arbitration, Mortgagor will
      give Mortgagee prompt written notice of the commencement of such arbitration
      and
      so long as no Event of Default shall have occurred and be continuing hereunder,
      (i) Mortgagee shall have the right to intervene and participate in any such
      proceeding, (ii) Mortgagor shall confer with Mortgagee to the extent which
      Mortgagee reasonably deems necessary for the protection of Mortgagee, upon
      the
      written request of Mortgagee and (iii) Mortgagor shall select an arbitrator
      who is reasonably approved in writing by Mortgagee; provided, however, that
      if
      at the time any such proceeding shall be commenced or shall be in progress
      an
      Event of Default shall have occurred and be continuing hereunder, Mortgagor
      hereby irrevocably appoints and constitutes Mortgagee as its true and lawful
      attorney-in-fact, which appointment is coupled with an interest, in its name,
      place and stead, to exercise, at the expense of Mortgagor, all right, title
      and
      interest of Mortgagor in connection with such arbitration, including the right
      to appoint arbitrators and to conduct arbitration proceedings on behalf of
      Mortgagor. Nothing contained herein shall obligate Mortgagee to participate
      in
      such arbitration.

     

    (i)  Mortgagor
      shall, within ten (10) business days after written demand therefor from
      Mortgagee, deliver to Mortgagee proof of payment of all items that are required
      to be paid by Mortgagor under the Sublease, including, without limitation,
      rent
      and other charges required to be paid under the Sublease.

     

    (j)  Mortgagor
      shall cause the Sublessor, within ten (10) business days after written demand
      therefor from Mortgagee, to deliver to Mortgagee proof of payment of all items
      that are required to be paid by Mortgagor under the Ground Lease, including,
      without limitation, rent and other charges required to be paid under the Ground
      Lease.

     

    (k)  If
      the
      Ground Lease and/or the Sublease shall be terminated prior to the natural
      expiration of their term, and if, pursuant to any provision of the Ground Lease
      and/or the Sublease, Mortgagee or its designee shall acquire from the Ground
      Lessor and/or the Sublessor a new lease of the Property demised thereunder
      and
      the improvements located thereon, Mortgagor shall have no right, title or
      interest in or to such new lease or the leasehold estate created thereby, or
      renewal privileges therein contained.

     

    
      
         

      

      
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    (l)  Mortgagor
      agrees to notify Mortgagee within ten (10) days after the filing of a petition
      for relief by or against the Mortgagor under section 301, 302, or 303 of title
      11 of the United States Code (as such statute or any such successor statute
      may
      now or hereafter be in effect, the "Bankruptcy
      Code").
      The
      failure of Mortgagor, within ten (10) days after the commencement of a case
      under the Bankruptcy Code by or against Mortgagor (the "Bankruptcy
      Case")
      to (i)
      file a motion seeking approval of and authorization by the court overseeing
      the
      Bankruptcy Case (the "Bankruptcy
      Court")
      for
      the assumption of the Sublease pursuant to section 365(a) of the Bankruptcy
      Code
      or (ii) obtain such approval and authorization of the Bankruptcy Court and
      actually assume the Sublease within forty (40) days after the commencement
      of
      the Bankruptcy Case shall presumptively be deemed "cause" for granting Mortgagee
      leave from the automatic stay pursuant to section 362(d)(i) of the Bankruptcy
      Code. In addition to the other remedies provided to Mortgagee herein, Mortgagee
      shall have the right, as the assignee of Mortgagor, to assume or to compel
      timely assumption of the Sublease in the Bankruptcy Case. Mortgagor shall be
      responsible for all costs required in connection with any such assumption of
      the
      Sublease, including any amounts required to be spent to cure defaults
      thereunder, and Mortgagor shall, on demand, reimburse Mortgagee for all advances
      made and expenses incurred in curing any of such default (including, without
      limitation, reasonable attorneys' fees and reasonable appellate attorneys'
      fees,
      paralegal fees, court costs through all appellate level and disbursements),
      together with interest thereon computed at the Default Rate from the date
      demanded until paid to Mortgagee.

     

    (m)  Mortgagor
      hereby irrevocably assigns to Mortgagee its right to make the election permitted
      by section 365(h) of the Bankruptcy Code and Mortgagor hereby appoints Mortgagee
      its attorney-in-fact for purposes of making such election. Mortgagor shall
      notify Mortgagee of the existence of any case under the Bankruptcy Code
      involving the Sublessor immediately after Mortgagor becomes aware thereof,
      but
      in no event later than five (5) business days thereafter. Mortgagor shall file
      a
      notice of appearance in any such case involving the Sublessor, which notice
      of
      appearance shall specifically state that notices in such case should also be
      provided to Mortgagee. Mortgagor shall provide Mortgagee with a copy of any
      pleadings or other notices received in such case.

     

    (n)  Notwithstanding
      anything to the contrary, in the event of a conflict between the provisions
      of
      this Section 4.4 and the provisions of Section 5.31 of the Loan Agreement,
      the
      provisions that offer the Mortgagee the greatest protection and/or most
      favorable terms shall govern and control. 

     

    ARTICLE
      V ASSIGNMENT
      OF RENTS

     

    5.1  Assignment
      of Rents.
      Mortgagor hereby absolutely and unconditionally assigns to Mortgagee all of
      Mortgagor's right, title and interest in and to all current and future Leases
      and Rents. Nevertheless, subject to the terms of this Article
      V,
      the
      Assignment of Leases and the Lockbox Agreement, Mortgagee grants to Mortgagor
      a
      revocable license to collect, receive and apply the Rents in accordance with
      the
      Loan Agreement and the other Loan Documents. Mortgagor shall hold the Rents,
      or
      a portion thereof, sufficient to discharge all current sums due on the Debt,
      for
      use in the payment of such sums.

     

    
      
         

      

      
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    ARTICLE
      VI SECURITY
      AGREEMENT

     

    6.1  Security
      Agreement.
      This
      Security Instrument is both a real property mortgage and a "security agreement"
      within the meaning of the Uniform Commercial Code. The Property includes both
      real and personal property and all other rights and interests, whether tangible
      or intangible in nature, of Mortgagor in the Property. Mortgagor by executing
      and delivering this Security Instrument has granted and hereby grants to
      Mortgagee, as security for the Obligations, a security interest in the Property
      to the full extent that the Property may be subject to the Uniform Commercial
      Code (said portion of the Property so subject to the Uniform Commercial Code
      being referred to in this Paragraph as the "Collateral").
      This
      Security Instrument shall also constitute a "fixture filing" for the purposes
      of
      the Uniform Commercial Code. As such, this Security Instrument covers all items
      of the Collateral that are or are to become fixtures. Information concerning
      the
      security interest herein granted may be obtained from the parties at the
      addresses of the parties set forth in Section
      13.1.
      If an
      Event of Default shall occur, Mortgagee, in addition to any other rights and
      remedies which it may have, shall have and may exercise, immediately and without
      demand, any and all rights and remedies granted to a secured party upon default
      under the Uniform Commercial Code, including the right to take possession of
      the
      Collateral or any part thereof and to take such other measures as Mortgagee
      may
      deem necessary for the care, protection and preservation of the Collateral
      or
      the sale thereof. Upon request or demand of Mortgagee, Mortgagor shall at its
      expense assemble the Collateral and make it available to Mortgagee at a
      convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee
      on
      demand any and all expenses, including reasonable attorneys' fees and
      disbursements, incurred or paid by Mortgagee in protecting its interest in
      the
      Collateral and in enforcing its rights hereunder with respect to the Collateral.
      The proceeds of any disposition of the Collateral, or any part thereof, may
      be
      applied by Mortgagee to the payment of the Debt in such priority and proportions
      as Mortgagee in its sole discretion shall deem proper. In the event of any
      change in name, identity or structure of Mortgagor, Mortgagor shall notify
      Mortgagee thereof and promptly after request shall execute (if required), file
      and record such Uniform Commercial Code forms as are necessary to maintain
      the
      priority of Mortgagee's lien upon and security interest in the Collateral and
      shall pay all out-of-pocket expenses and fees in connection with the filing
      and
      recording thereof. If Mortgagee shall require the filing or recording of
      additional Uniform Commercial Code forms or continuation statements, Mortgagor
      shall, promptly after request, execute, file and record such Uniform Commercial
      Code forms or continuation statements as Mortgagee shall deem necessary, and
      shall pay all expenses and fees in connection with the filing and recording
      thereof. Mortgagor hereby irrevocably appoints Mortgagee as its
      attorney-in-fact, coupled with an interest, to file with the appropriate public
      office on Mortgagor's behalf any financing or other statements signed only
      by
      Mortgagee, as secured party, in connection with the Collateral covered by this
      Security Instrument, and Mortgagor hereby acknowledges and agrees that Mortgagor
      shall have no claim or cause of action against Mortgagee arising out of
      Mortgagee's execution and/or recordation of any instruments by or on behalf
      of
      Mortgagor pursuant to the foregoing power of attorney. Any notice of sale,
      disposition or other intended action by Mortgagee with respect to the Collateral
      sent to Mortgagor in accordance with Section 13.1
      at least
      ten (10) days prior to such action, shall constitute commercially reasonable
      notice to Mortgagor. In addition to the foregoing, Mortgagor hereby expressly
      authorizes and agrees with Mortgagee that Mortgagee shall have full right and
      authority to prepare and record and/or file, without the necessity of a
      signature by Mortgagor, in form, scope and substance satisfactory to Mortgagee,
      any and all financing statements, fixture financing statements, and any and
      all
      renewals or extensions of said financing statements and such additional
      financing statements as Mortgagee may, from time to time, consider necessary
      to
      perfect and preserve Mortgagee's security interest herein granted and Mortgagee
      may cause such statements and assurances to be recorded and filed at such times
      and places as may be required or permitted by law to so perfect and preserve
      such security interests.

     

    
      
         

      

      
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    ARTICLE
      VII DUE
      ON SALE/ENCUMBRANCE

     

    7.1  No
      Sale/Encumbrance.
      Except
      as specifically permitted by the Loan Agreement, Mortgagor agrees that Mortgagor
      shall not, without the prior written consent of Mortgagee, sell, convey,
      mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the
      Property or any part thereof or permit the Property or any part thereof to
      be
      sold, conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned,
      or
      otherwise transferred. Mortgagor further agrees that Mortgagor will not allow
      any Transfer or other similar action prohibited by the Loan
      Agreement.

     

    ARTICLE
      VIII PREPAYMENT

     

    8.1  Prepayment
      Only in Accordance with Note.
      The
      Debt may be prepaid only in strict accordance with the express terms and
      conditions of the Note and the Loan Agreement.

     

    ARTICLE
      IX DEFAULT

     

    9.1  Events
      of Default.
      The
      occurrence of the following event(s) shall constitute an "Event
      of Default":

     

    (a)  the
      occurrence of any Event of Default as defined in the Loan Agreement (which
      includes but is not limited to a default by Mortgagor under this Security
      Instrument beyond any applicable notice and cure periods).

     

    ARTICLE
      X RIGHTS
      AND REMEDIES

     

    10.1  Remedies.
      

     

    (a)  Upon
      the
      occurrence of any Event of Default, Mortgagee may take such action, without
      notice or demand, as Mortgagee deems advisable to protect and enforce the rights
      of Mortgagee against Mortgagor and in and to the Property, including the
      following actions, each of which may be pursued concurrently or otherwise,
      at
      such time and in such order as Mortgagee may determine, in its sole discretion,
      without impairing or otherwise affecting the other rights and remedies of
      Mortgagee:

     

    (i)  declare
      the entire Debt and all other Obligations to be immediately due and
      payable;

     

    (ii)  institute
      a proceeding or proceedings, judicial or nonjudicial, by advertisement or
      otherwise, for the foreclosure of the Security Instrument under applicable
      Legal
      Requirements in which case the Property or any interest therein may be sold
      for
      cash or upon credit in one or more parcels or in several interests or portions
      and in any order or manner, and to apply the proceeds received upon the
      Obligations in such order and manner as Mortgagee determines in its sole
      discretion;

     

    
      
         

      

      
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    (iii)  with
      or
      without entry, to the extent permitted and pursuant to the procedures provided
      by applicable Legal Requirements, institute proceedings for the partial
      foreclosure of this Security Instrument for the portion of the Debt then due
      and
      payable, subject to the continuing Lien and security interest of this Security
      Instrument for the balance of the Debt not then due unimpaired and without
      loss
      of priority;

     

    (iv)  sell
      for
      cash or upon credit the Property or any part thereof and all estate, claim,
      demand, right, title and interest of Mortgagor therein and rights of redemption
      thereof, pursuant to the power of sale contained herein or otherwise, at one
      or
      more sales, as an entirety or in parcels, at such time and place, upon such
      terms and after such notice thereof as may be required or permitted by
      law;

     

    (v)  institute
      an action, suit or proceeding in equity for the specific performance of any
      covenant, condition or agreement contained herein, or in any of the other Loan
      Documents;

     

    (vi)  recover
      judgment on the Note either before, during or after any proceedings for the
      enforcement of this Security Instrument or the other Loan
      Documents;

     

    (vii)  apply
      for
      the appointment of a trustee, receiver, liquidator or conservator of the
      Property, without notice and without regard for the adequacy of the security
      for
      the Obligations and without regard for the solvency of the Mortgagor, any
      Guarantor or of any Person liable for the payment of the Obligations, without
      the necessity of a declaration that the Obligations are immediately due and
      payable, and Mortgagor hereby consents to such appointment;

     

    (viii)  subject
      to any applicable Legal Requirement, the license granted to Mortgagor under
      Section
      5.1
      shall
      automatically be revoked and Mortgagee may enforce Mortgagee's interest in
      the
      Leases and Rents (including revocation of any license granted to Mortgagor)
      and
      enter into or upon the Property, either personally or by its agents, nominees
      or
      attorneys and dispossess Mortgagor and its agents and servants therefrom,
      without becoming a mortgagee in possession and without liability for trespass,
      damages or otherwise and exclude Mortgagor and its agents or servants wholly
      therefrom, and take possession of all books, records, papers and accounts
      relating thereto and Mortgagor agrees to surrender possession of the Property
      and of such books, records, papers and accounts to Mortgagee upon demand, and
      thereupon Mortgagee may, with or without notice, without releasing Mortgagor
      from any Obligations, and without any obligation to do so, cure any breach
      or
      Event of Default and may therefore, without limitation, (A) use, operate,
      manage, control, insure, maintain, repair, restore and otherwise deal with
      all
      and every part of the Property and conduct the business thereat;
      (B) complete any construction on the Property in such manner and form as
      Mortgagee deems advisable; (C) make alterations, additions, renewals,
      replacements and improvements to or on the Property; (D) exercise all rights
      and
      powers of Mortgagor with respect to the Property, whether in the name of
      Mortgagor or otherwise, including the right to make, cancel, enforce or modify
      Leases, obtain and evict tenants, and demand, sue for, collect and receive
      all
      Rents of the Property and every part thereof; and (E) apply the receipts from
      the Property to the payment of Debt in such order, priority and proportions
      as
      Mortgagee shall deem appropriate in Mortgagee's sole discretion, after deducting
      therefrom all expenses (including reasonable attorneys' fees and disbursements)
      incurred in connection with the aforesaid operations and all amounts necessary
      to pay the taxes, assessments insurance and other charges in connection with
      the
      Property, as well as reasonable compensation for the services of Mortgagee,
      its
      counsel, agents and employees;

     

    
      
         

      

      
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    (ix)  require
      Mortgagor to pay monthly in advance to Mortgagee, or any receiver appointed
      to
      collect the Rents, the fair and reasonable rental value for the use and
      occupation of any portion of the Property occupied by Mortgagor or any Affiliate
      and require Mortgagor or any Affiliate to vacate and surrender possession to
      Mortgagee of the Property or to such receiver and, in default thereof, evict
      Mortgagor and/or any Affiliate by summary proceedings or otherwise;


     

    (x)  Mortgagee
      may proceed at its election, in any sequence: (a) to dispose of any
      Collateral separately from the sale of the Property in accordance with the
      UCC
      or other applicable Legal Requirements, and (b) to dispose of some or all of
      the
      Property in any combination consisting of both real and personal property
      together in one or more sales to be held in accordance with the UCC or other
      applicable Legal Requirements; or

     

    (xi)  pursue
      or
      enforce any other right or remedy allowed by any Loan Document or applicable
      Legal Requirements including those rights and remedies available to a secured
      party under the UCC or other applicable Legal Requirements.

     

    In
      the
      event of a sale, by foreclosure, power of sale or otherwise, of less than all
      of
      the Property, this Security Instrument shall continue as a Lien and security
      interest on the remaining portion of the Property unimpaired and without loss
      of
      priority.

     

    (b)  The
      proceeds of any sale made under or by virtue of this Section, together with
      any
      other sums which then may be held by Mortgagee under this Security Instrument
      or
      any other Loan Document, whether under the provisions of this Section
      10.1
      or
      otherwise, less all Enforcement Costs, shall be applied by Mortgagee, to the
      payment of the Debt and the Obligations in such order, priority and proportion
      as Mortgagee in its sole discretion shall deem proper.

     

    (c)  Mortgagee
      may adjourn from time to time any sale by Mortgagee to be made under or by
      virtue of this Security Instrument by announcement at the time and place
      appointed for such sale or for such adjourned sale or sales; and, except as
      otherwise provided by any applicable Legal Requirements, Mortgagee, without
      further notice or publication, may make such sale at the time and place to
      which
      the same shall be so adjourned.

     

    
      
         

      

      
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    (d)  Upon
      the
      completion of any sale or sales pursuant hereto, Mortgagee, or an officer of
      any
      court empowered to do so, shall execute and deliver to the accepted purchaser
      or
      purchasers a good and sufficient instrument, or good and sufficient instruments,
      conveying, assigning and transferring all estate, right, title and interest
      in
      and to the property and rights sold. Mortgagee is hereby irrevocably appointed
      the true and lawful attorney of Mortgagor, in Mortgagor's name and stead, to
      make all necessary conveyances, assignments, transfers and deliveries of the
      Property and rights so sold and for that purpose Mortgagee may execute all
      necessary instruments of conveyance, assignment and transfer, and may substitute
      one or more Persons with like power, Mortgagor hereby ratifying and confirming
      all that its said attorney or such substitute or substitutes shall lawfully
      do
      by virtue hereof. Any sale or sales made under or by virtue of this Section
      10.1,
      whether
      made under the power of sale herein granted or under or by virtue of judicial
      proceedings or of a judgment or decree of foreclosure and sale, shall operate
      to
      divest all the estate, right, title, interest, claim and demand whatsoever,
      whether at law or in equity, of Mortgagor in and to the properties and rights
      so
      sold, and shall be a perpetual bar both at law and in equity against Mortgagor
      and against any and all Persons claiming or who may claim the same, or any
      part
      thereof from, through or under Mortgagor.

     

    (e)  Mortgagee
      shall have the right to appear in and defend any action or proceeding brought
      with respect to the Property and to bring any action or proceeding, in the
      name
      and on behalf of Mortgagor, which Mortgagee, in Mortgagee's discretion, decides
      should be brought to protect Mortgagee's interest in the Property.

     

    (f)  Upon
      any
      sale made under or by virtue of this Security Instrument, whether made under
      the
      power of sale herein granted or under or by virtue of judicial proceedings
      or of
      a judgment or decree of foreclosure and sale, Mortgagee may bid for and acquire
      the Property or any part thereof and in lieu of paying cash therefor may make
      settlement for the purchase price by crediting upon the Debt the net sales
      price
      after deducting therefrom the expenses of the sale and costs of the action
      and
      any other sums which Mortgagee is authorized to deduct under the Security
      Instrument.

     

    (g)  No
      recovery of any judgment by Mortgagee and no levy of an execution under any
      judgment upon the Property or upon any other property of Mortgagor shall affect
      in any manner or to any extent the Lien of this Security Instrument upon the
      Property or any part thereof, or any Liens, rights, powers or remedies of
      Mortgagee hereunder, but such Liens, rights, powers and remedies of Mortgagee
      shall continue unimpaired as before.

     

    (h)  Upon
      the
      occurrence of any Event of Default, Mortgagee may, but without any obligation
      to
      do so and without notice to or demand on Mortgagor and without releasing
      Mortgagor from any Obligation, cure the same in such manner and to such extent
      as Mortgagee may deem necessary to protect the security hereof. Mortgagee is
      authorized to enter upon the Property (subject to rights of tenants)for such
      purposes, or appear in, defend, or bring any action or proceeding to protect
      Mortgagee's interest in the Property or to foreclose this Security Instrument
      or
      collect the Debt.

     

    (i)  Mortgagee
      may terminate or rescind any proceeding or other action brought in connection
      with its exercise of the remedies provided in this Section
      10.1
      at any
      time before the conclusion thereof, as determined in Mortgagee's sole discretion
      and without prejudice to Mortgagee.

     

    (j)  All
      costs
      and expenses of Mortgagee in exercising its rights and remedies under this
      Section
      10.1
      or
      incurred as a result of any of the events described in Section 7.4
      of the
      Loan Agreement, including reasonable attorneys' fees and disbursements to the
      extent permitted by law, shall be paid by Mortgagor immediately upon notice
      from
      Mortgagee, with interest at the Default Rate for the period after notice from
      Mortgagee and such costs and expenses shall constitute a portion of the Debt
      and
      shall be secured by this Security Instrument and shall be immediately due and
      payable upon demand by Mortgagee therefor.

     

    
      
         

      

      
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    (k)  The
      interests and rights of Mortgagee under the Note, this Security Instrument
      or in
      any of the other Loan Documents shall not be impaired by any indulgence,
      including (i) any renewal, extension or modification which Mortgagee may grant
      with respect to any of the Debt, (ii) any surrender, compromise, release,
      renewal, extension, exchange or substitution which Mortgagee may grant with
      respect to the Property or any portion thereof; (iii) any modification,
      waiver or failure to enforce any provisions of the Loan Documents; or
      (iv) any release or indulgence granted to any maker, endorser, Guarantor,
      indemnitor or surety of any of the Debt.

     

    (l)  After
      the
      occurrence and during the continuance of an Event of Default, Mortgagee shall
      have the right to appear in and defend any action or proceeding brought with
      respect to the Property and to bring any action or proceeding, in the name
      and
      on behalf of Mortgagor, which Mortgagee, in Mortgagee's discretion, decides
      should be brought to protect Mortgagee's interest in the Property.

     

    (m)  Mortgagee
      shall have the right from time to time to take action to recover any sum or
      sums
      which constitute a part of the Debt as the same become due, without regard
      to
      whether or not the balance of the Debt shall be due, and without prejudice
      to
      the right of Mortgagee thereafter to bring an action of foreclosure, or any
      other action, for a default or defaults by Mortgagor existing at the time such
      earlier action was commenced.

     

    10.2  Other
      Rights, Etc. 

     

    (a)  The
      failure of Mortgagee to insist upon strict performance of any term hereof,
      shall
      not be deemed to be a waiver of such term or any other term of this Security
      Instrument or the other Loan Documents. Mortgagor shall not be relieved of
      Mortgagor's obligations hereunder by reason of (i) the failure of Mortgagee
      to
      comply with any request of Mortgagor or any Guarantor to take any action to
      foreclose this Security Instrument or otherwise enforce any of the provisions
      hereof or of the Note or the other Loan Documents, (ii) the release, regardless
      of consideration, of the whole or any part of the Property, or of any Person
      liable for the Debt or any portion thereof, or (iii) any agreement or
      stipulation by Mortgagee extending the time of payment or otherwise modifying
      or
      supplementing the terms of the Note, this Security Instrument or the other
      Loan
      Documents.

     

    (b)  It
      is
      agreed that Mortgagor bears the risk of loss or damage to the Property, and
      Mortgagee shall have no liability whatsoever for decline in value of the
      Property, for failure to maintain the Policies, or for failure to determine
      whether insurance in force is adequate as to the amount of risks insured, unless
      Mortgagee is in possession of the Property. Possession by Mortgagee shall not
      be
      deemed an election of judicial relief, if any such possession is requested
      or
      obtained, with respect to any Property or Collateral not in Mortgagee's actual
      and/or physical possession.

     

    
      
         

      

      
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    (c)  Mortgagee
      may resort for the payment of the Debt to any other security held by Mortgagee
      in such order and manner as Mortgagee, in its sole discretion, may elect.
      Mortgagee may take action to recover the Debt or any portion thereof, or to
      enforce any covenant hereof without prejudice to the right of Mortgagee
      thereafter to foreclose this Security Instrument. The rights of Mortgagee under
      this Security Instrument shall be separate, distinct and cumulative and none
      shall be given effect to the exclusion of the others. No act of Mortgagee shall
      be construed as an election to proceed under any one provision herein to the
      exclusion of any other provision. Mortgagee shall not be limited exclusively
      to
      the rights and remedies herein stated but shall be entitled to every right
      and
      remedy now or hereafter afforded at law or in equity.

     

    10.3  Right
      to Release Any Portion of the Property.
      Mortgagee may release any portion of the Property, for such consideration as
      Mortgagee may require (or as may be required pursuant to the Loan Agreement)
      without, as to the remainder of the Property, in any way impairing or affecting
      the Lien or priority of this Security Instrument, or improving the position
      of
      any subordinate lienholder with respect thereto, except to the extent that
      the
      obligations hereunder shall have been reduced by the actual monetary
      consideration, if any, received by Mortgagee for such release, and may accept
      by
      assignment, pledge or otherwise any other property in place thereof as Mortgagee
      may require without being accountable for so doing to any other lienholder.
      This
      Security Instrument shall continue as a Lien and security interest in the
      remaining portion of the Property.

     

    ARTICLE
      XI WAIVERS

     

    11.1  Waiver
      of Trial By Jury.
      MORTGAGOR AND MORTGAGEE HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
      TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE
      EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
      SECURITY INSTRUMENT. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
      AND VOLUNTARILY BY MORTGAGOR AND MORTGAGEE, AND IS INTENDED TO ENCOMPASS
      INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO TRIAL BY
      JURY
      WOULD OTHERWISE ACCRUE OR ARISE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A
      COPY
      OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER THE
      OTHER PARTY.

     

    11.2  Additional
      Waivers.
      Mortgagee may resort to any remedies and the security given by the Note, this
      Security Instrument or any of the other Loan Documents, in whole or in part,
      and
      in such portions and in such order as determined by Mortgagee in Mortgagee's
      sole discretion. No such action shall in any way be considered a waiver of
      any
      rights, benefits or remedies evidenced or provided by the Note, this Security
      Instrument or any of the other Loan Documents. The failure of Mortgagee to
      exercise any right, remedy or option provided in the Note, this Security
      Instrument or any of the other Loan Documents shall not be deemed a waiver
      of
      such right, remedy or option or of any covenant or obligation secured by the
      Note, this Security Instrument or any of the other Loan Documents. No acceptance
      by Mortgagee of any payment after the occurrence of any Event of Default and
      no
      payment by Mortgagee of any obligation for which Mortgagor is liable hereunder
      shall be deemed to waive or cure any Event of Default with respect to Mortgagor,
      or Mortgagor's liability to pay such obligation. No sale of all or any portion
      of the Property, no forbearance on the part of Mortgagee and no extension of
      time for the payment of the whole or any portion of the Debt, or any other
      indulgence given by Mortgagee to Mortgagor, shall operate to release or in
      any
      manner affect the interest of Mortgagee in the remaining Property or the
      liability of Mortgagor to pay the Debt. No waiver by Mortgagee shall be
      effective unless it is in writing and then only to the extent specifically
      stated. In case Mortgagee shall have proceeded to invoke any right, remedy
      or
      recourse permitted hereunder or under any of 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 event, Mortgagor,
      Mortgagee shall be restored to their former positions with respect to the Debt
      secured hereby, this Security Instrument, the other 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.

     

    
      
         

      

      
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    11.3  Mortgagor's
      Waivers.
      Mortgagor waives, to the extent permitted by law, (a) the benefit of all laws
      now existing or that may hereafter be enacted providing for any appraisement
      before sale of any portion of the Property, (b) all rights and remedies which
      Mortgagor may have or be able to assert by reason of the laws of the state
      where
      the Property is located pertaining to the rights and remedies of sureties,
      (c)
      the right to assert any statute of limitations as a bar to the enforcement
      of
      the lien of this Mortgage or to any action brought to enforce the Note or any
      of
      the Obligations, (d) any rights, legal or equitable, to require marshalling
      of
      assets or to require foreclosure sales in a particular order. Mortgagee shall
      have the right to determine the order in which any portion of the Property
      is
      subject to the remedies herein and the order in which the Obligations are
      satisfied by proceeds realized by such remedies. To the extent permitted by
      law,
      Mortgagor hereby waives any and all rights of redemption from sale under any
      order or decree of foreclosure of this Mortgage or under any sale pursuant
      to
      any statute, order, decree or judgment of any court, on its own behalf, and
      on
      behalf of each and every person acquiring any interest in or title to the
      Property or any portion thereof.

     

    ARTICLE
      XII EXCULPATION

     

    12.1  Exculpation.
      The
      provisions of Article IX of the Loan Agreement are hereby incorporated by
      reference to the fullest extent as if the text of such Article were set forth
      in
      its entirety herein.

     

    ARTICLE
      XIII NOTICES

     

    13.1  Notices.
      All
      notices given under this Security Instrument shall be given and become effective
      as provided in the Loan Agreement.

     

    ARTICLE
      XIV APPLICABLE
      LAW

     

    14.1  Choice
      of Law.
      This
      Security Instrument shall be interpreted, construed and enforced according
      to
      the laws of the State of New York. This choice of law is made pursuant to New
      York General Obligation Law Section 5-1401. Should any obligation or remedy
      under this Security Instrument be invalid or unenforceable pursuant to the
      laws
      provided herein to govern, the laws of the other state referred to hereinabove
      or of another state whose laws can validate and apply thereto shall
      govern.

     

    
      
         

      

      
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    14.2  Provisions
      Subject to Applicable Law.
      All
      rights, powers and remedies provided in this Security Instrument may be
      exercised only to the extent that the exercise thereof does not violate any
      applicable Legal Requirements and are intended to be limited to the extent
      necessary so that they will not render this Security Instrument invalid,
      unenforceable or not entitled to be recorded, registered or filed under the
      provisions of any Legal Requirements.

     

    ARTICLE
      XV MISCELLANEOUS
      PROVISIONS

     

    15.1  Survival.
      This
      Security Instrument and all covenants, agreements, representations and
      warranties made herein and in the certificates delivered in connection with
      the
      Loan Documents shall survive the making by Mortgagee of the Loan and the
      execution and delivery to Mortgagee of the Note, and shall continue in full
      force and effect so long as all or any of the Debt is outstanding and unpaid
      unless a longer period is expressly set forth herein or in the other Loan
      Documents. Whenever in this Security Instrument any of the parties hereto is
      referred to, such reference shall be deemed to include the legal
      representatives, successors and assigns of such party. All covenants, promises
      and agreements in this Security Instrument, by or on behalf of Mortgagor, shall
      inure to the benefit of the legal representatives, successors and assigns of
      Mortgagee.

     

    15.2  No
      Oral Change.
      No
      modification, amendment, extension, discharge, termination or waiver of any
      provision of this Security Instrument, the Note, or any other Loan Document,
      nor
      consent to any departure by Mortgagee therefrom, shall in any event be effective
      unless the same shall be in a writing signed by the party against whom
      enforcement is sought, and then such waiver or consent shall be effective only
      in the specific instance, and for the purpose, for which given. Except as
      otherwise expressly provided herein, no notice to or demand on Mortgagor, shall
      entitle Mortgagor to any other or future notice or demand in the same, similar
      or other circumstances.

     

    15.3  Duplicate
      Originals; Counterparts.
      This
      Security Instrument may be executed in any number of duplicate originals and
      each duplicate original shall be deemed to be an original. This Security
      Instrument may be executed in several counterparts, each of which counterparts
      shall be deemed an original instrument and all of which together shall
      constitute a single Security Instrument. The failure of any party hereto to
      execute this Security Instrument, or any counterpart hereof, shall not relieve
      the other signatories from their obligations hereunder.

     

    15.4  Number
      and Gender.
      Whenever the context may require, any pronouns used herein shall include the
      corresponding masculine, feminine or neuter forms, and the singular form of
      nouns and pronouns shall include the plural and vice versa.

     

    15.5  Headings,
      Etc..
      The
      headings and captions of various Sections of this Security Instrument are for
      convenience of reference only and are not to be construed as defining or
      limiting, in any way, the scope or intent of the provisions hereof.

     

    
      
         

      

      
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    15.6  Inapplicable
      Provision.
      If any
      term of this Security Instrument or any application thereof shall be invalid
      or
      unenforceable, the remainder of this Security Instrument and any other
      application of the term shall not be affected thereby.

     

    15.7  General
      Definitions.
      Unless
      the context clearly indicates a contrary intent or unless otherwise specifically
      provided herein, words used in this Security Instrument may be used
      interchangeably in singular or plural form and the word "Mortgagor"
      shall
      mean "each Mortgagor and any subsequent owner or owners of the Property or
      any
      part thereof or any interest therein," the word "Mortgagee"
      shall
      mean "Mortgagee and any subsequent holder of the Note,"
      the
      word "Note"
      shall
      mean "the Note and any other evidence of indebtedness secured by this Security
      Instrument," the word "Person"
      or
      "person"
      shall
      include an individual, corporation, limited liability company, partnership,
      trust, unincorporated association, government, governmental authority, and
      any
      other entity, the word "Property"
      shall
      include any portion of the Property and any interest therein, and the phrases
      "attorneys'
      fees"
      and
      "counsel
      fees"
      shall
      include any and all attorneys', paralegal and law clerk fees and disbursements,
      including fees and disbursements at the pre-trial, trial and appellate levels
      incurred or paid by Mortgagee in protecting its interest in the Property, the
      Leases and the Rents, enforcing its rights under this Security Instrument and
      any and all attorneys', paralegal and law clerk fees and disbursements arising
      as a result of or during the course of any case or proceeding by or against
      any
      Mortgagor Party for relief under any Bankruptcy Laws. Section
      1.1
      and
Schedule
      I of
      the
      Loan Agreement are incorporated herein by reference for all
      purposes.

     

    15.8  Entire
      Agreement.
      This
      Security Instrument and the other Loan Documents together constitute a written
      agreement and represent the final agreement between the parties and may not
      be
      contradicted by evidence of prior, contemporaneous or subsequent oral agreements
      of the parties. There are no unwritten oral agreements between the parties.
      Mortgagor hereby acknowledges that, except as incorporated in writing in the
      Note, this Security Instrument and the other Loan Documents, there are not,
      and
      were not, and no Persons are or were authorized by Mortgagee to make, any
      representations, understandings, stipulations, agreements or promises, oral
      or
      written, with respect to the transaction which is the subject of the Note,
      this
      Security Instrument and the other Loan Documents.

     

    15.9  Time.
      Time is
      of the essence with respect to all provisions of this Security
      Instrument.

     

    15.10  Liability.
      If
      Mortgagor consists of more than one Person, the obligations and liabilities
      of
      each such Person hereunder shall be joint and several. 

     

    15.11  Binding
      Effect.
      This
      Security Instrument shall be binding upon and inure to the benefit of Mortgagor
      and Mortgagee and their respective permitted successors and assigns
      forever.

     

    15.12  Subrogation.
      If any
      or all of the proceeds of the Note have been used to extinguish, extend or
      renew
      any indebtedness heretofore existing against the Property, then, to the extent
      of the funds so used, Mortgagee shall be subrogated to all of the rights,
      claims, Liens, titles, and interests existing against the Property heretofore
      held by, or in favor of, the holder of such indebtedness and such former rights,
      claims, Liens, titles, and interests, if any, are not waived but rather are
      continued in full force and effect in favor of Mortgagee and are merged with
      the
      Lien and security interest created herein as cumulative security for the
      repayment of the Debt, the performance and discharge of Mortgagor's obligations
      hereunder, under the Note and the other Loan Documents and the performance
      and
      discharge of the Other Obligations.

     

    
      
         

      

      
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    15.13  Exhibits.
      All
      exhibits attached hereto are hereby incorporated herein by reference and made
      a
      part of this Security Instrument.

     

    15.14  Future
      Advances.
      This
      Mortgage is given to secure payment of the Note, whether the entire amount
      thereof shall have been advanced to the Mortgagor at the date hereof, or at
      a
      later date, and to secure the payment and performance of all other Obligations
      of Mortgagor under the Note, and any other amount or amounts that may be added
      to the Debt under the terms of this Mortgage, all of which Debt shall be equally
      secured with and have the same priority as any amounts advanced at the date
      hereof. It is agreed that any future advances made by Mortgagee to or for the
      benefit of Mortgagor from time to time under this Mortgage shall be deemed
      to be
      obligatory, and the amount of any such advances and all interest accruing
      thereon, shall be equally secured by this Mortgage and have the same priority
      as
      all amounts, if any, advanced as of the date hereof and be subject to all of
      the
      terms and provisions of this Mortgage. The total amount of indebtedness that
      may
      be so secured may increase or decrease from time to time, but the total unpaid
      balance so secured at any one time, plus interest thereon, plus any
      disbursements made for the payment of taxes, levies, insurance or other liens,
      charges or encumbrances on the Property, plus interest on such disbursements
      at
      the Default Rate, shall not exceed Two Hundred Percent (200%) of the aggregate
      of the face amount of the Note.

     

    ARTICLE
      XVI 

     

    LOCAL
      LAW PROVISIONS

     

    16.1  Trust
      Fund.
      Pursuant to Section 13
      of the
      Lien Law of New York, Mortgagor shall receive the advances secured hereby and
      shall hold the right to receive such advances as a trust fund to be applied
      first for the purpose of paying the cost of any improvement and shall apply
      such
      advances first to the payment of the cost of any such improvement on the
      Mortgaged Property before using any part of the total of the same for any other
      purpose.

     

    16.2  Property
      Encumbered.
      This
      Mortgage does not cover real property principally improved by one or more
      structures containing in the aggregate six (6) or less residential dwelling
      units having their own separate cooking facilities.

     

    16.3  Insurance.
      The
      provisions of subsection 4 of Section
      254
      of the
      New York Real Property Law covering the insurance of buildings against loss
      by
      fire shall not apply to this Mortgage or any of the other documents evidencing
      or securing the Secured Obligations, including the Loan Agreement. In the event
      of any conflict, inconsistency or ambiguity between the provisions of any of
      the
      documents evidencing or securing the Secured Obligations, including this
      Mortgage, the Loan Agreement and the provisions of subsection 4 of Section
      254
      of the
      New York Real Property Law covering the insurance of buildings against loss
      by
      fire, the provisions of the documents evidencing or securing the Secured
      Obligations, including this Mortgage, the Loan Agreement shall
      control.

     

    
      
         

      

      
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    16.4  Leases.
      Lender
      shall have all of the rights against lessees of the Mortgaged Property set
      forth
      in Section
      291-f
      of the
      Real Property Law of New York. 

     

    16.5  Statutory
      Construction.
      The
      clauses and covenants contained in this Mortgage that are construed by
Section
      254
      of the
      New York Real Property Law shall be construed as provided in those sections
      (except as otherwise provided herein). The additional clauses and covenants
      contained in this Mortgage shall afford rights supplemental to and not exclusive
      of the rights conferred by the clauses and covenants construed by Section
      254
      and
      shall not impair, modify, alter or defeat such rights (except as otherwise
      provided herein), notwithstanding that such additional clauses and covenants
      may
      relate to the same subject matter or provide for different or additional rights
      in the same or similar contingencies as the clauses and covenants construed
      by
Section
      254.
      The
      rights of Mortgagee arising under the clauses and covenants contained in this
      Mortgage shall be separate, distinct and cumulative and none of them shall
      be in
      exclusion of the others. No act of Mortgagee shall be construed as an election
      to proceed under any one provision herein to the exclusion of any other
      provision, anything herein or otherwise to the contrary notwithstanding. In
      the
      event of any inconsistencies between the provisions of Section 254
      and the
      provisions of this Mortgage, the provisions of this Mortgage shall
      prevail.

     

    16.6  Maximum
      Amount Secured.
      Notwithstanding anything contained herein to the contrary, the maximum amount
      of
      indebtedness secured by this Mortgage at execution or which under any
      contingency may become secured hereby at any time hereafter is $106,000,000,
      together with Interest and late charges thereon to be computed from the date
      hereof at the rate or rates specified in the Loan Agreement;

     

    (a)  The
      amounts paid by Mortgagee for real estate taxes, charges or assessments which
      are imposed by law upon the Mortgaged Property upon failure of Mortgagor to
      do
      so;

     

    (b)  The
      amounts paid by Mortgagee for insurance premiums covering the Mortgaged Property
      upon failure by Mortgagor to do so; 

     

    (c)  Any
      amount, cost or charge to which Mortgagee becomes subrogated upon payment,
      provided such payment is made as a result of Mortgagor's failure to pay the
      same
      and such payment is required hereunder;

     

    (d)  Expenses
      incurred in upholding or enforcing the lien of this Mortgage including, but
      not
      limited to, the expenses of any litigation to prosecute or defend the rights
      and
      lien created by this Mortgage; and

     

    (e)  Interest
      on all of the foregoing amounts in clauses (b) through (e) at such rates as
      provided for in the Loan Agreement.

     

    16.7  Payment
      of Transfer Taxes.
      Upon
      any foreclosure of this Mortgage or any transfer in lieu of foreclosure,
      Mortgagor shall pay: (i) any New York State Real Estate Transfer Tax payable
      pursuant to Article
      31
      of the
      Tax Law of the State of New York, as the same may be amended, supplemented
      and/or replaced from time to time (hereinafter referred to as the "State
      Transfer Tax Law");
      and
      (ii) any New York City Real Property Transfer Tax payable pursuant to the
      applicable laws of the City of New York, as the same may be amended,
      supplemented and/or replaced from time to time (hereinafter referred to as
      the
      "City
      Transfer Tax Law").

     

    
      
         

      

      
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    (a)  Mortgagor
      shall, at any time immediately upon request therefor by Mortgagee, execute
      and
      deliver such affidavits, questionnaires and documents as may be necessary or
      desirable to enable Mortgagee to comply with the State Transfer Tax Law and
      the
      City Transfer Tax Law.

     

    (b)  Mortgagor
      hereby indemnifies and agrees to hold Mortgagee harmless from and against any
      loss, cost, damage and expense (including, without limitation, attorneys' fees)
      that Mortgagee may suffer or incur by reason of Mortgagor's failure to comply
      with its obligations under this Section
      16.7.
      The
      foregoing indemnity shall survive any termination of this Mortgage, whether
      by
      foreclosure, deed in lieu of foreclosure, or otherwise.

     

    16.8  Inconsistencies.
      In the
      event of any inconsistencies between the terms and conditions of this
Article
      16
      and the
      other provisions of this Mortgage, the terms and conditions of this Article
      16
      shall
      control and be binding.

     

    


    [SIGNATURES
      ON FOLLOWING PAGE]

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by Mortgagor the
      day
      and year first above written.

     

    
      	 	 	 
	 	 
	 	
              MORTGAGOR:

            
	 	 
	 	
              1407
                BROADWAY REAL ESTATE LLC, 

              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	 	By:  	/s/
              David Lichtenstein
	 	
              
Name:
              David Lichtenstein
	 	
              Title:
                President

            


    

    


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    (Description
      of the Subleasehold Estate)

     

    


     

    ALL
      that
      certain plot, piece or parcel of land, situate, lying and being in the Borough
      of Manhattan, County, City and State of New York, bounded and described as
      follows:

     

    BEGINNING
      at the corner formed by the intersection of the southerly side of 39th Street
      with the westerly side of Broadway;

     

    RUNNING
      THENCE southeasterly along the westerly side of Broadway 205 feet more or less
      to the corner formed by the intersection of the northerly side of 38th Street
      with the said westerly side of Broadway;

     

    THENCE
      westerly along the northerly side of 38th Street 156 feet 2-3/8 inches, more
      or
      less to a point distant 200 feet East of 7th Avenue;

     

    THENCE
      northerly at right angles to 38th Street 98 feet 9 inches to the center line
      of
      block;

     

    THENCE
      westerly along said center line of the block and parallel with 38th Street
      200
      feet to the easterly side of 7th Avenue;

     

    THENCE
      northerly along the easterly side of 7th Avenue 98 feet 9 inches to the corner
      formed by the intersection of the said easterly side of 7th Avenue with the
      southerly side of 39th Street;

     

    THENCE
      easterly along the southerly side of 39th Street 301 feet 2-5/8 inches to the
      corner aforesaid, the point or place of BEGINNING.