EXHIBIT
      10.20









**SCOTSDALE
                MI LLC.**,
                as MortgagorTo**CITIGROUP
                GLOBAL MARKETS REALTY, INC.,**as
                Mortgagee**MORTGAGE**Dated:
            As
                of June 30, 2006Location:
            37650
                Dale Drive
              Westland,
                Michigan 48185County:
            Wayne
                County













**THIS
      MORTGAGE** (as the
      same may be amended, restated, extended, supplemented or otherwise modified
      from
      time to time, this “ Mortgage ”),
      is
      made as of the 30th day of June, 2006, by SCOTSDALE MI LLC, a Delaware
      limited liability company, having an address c/o
      Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey
      08701 (“ Mortgagor ”),
      to
      and for the benefit of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York
      corporation, having an address at 388 Greenwich Street, 19th Floor, New York,
      New York 10013 (together with its successors and assigns, “ Mortgagee ”).
      Capitalized terms used herein but not otherwise defined shall have the
      respective meanings assigned to such terms in the Loan Agreement (hereinafter
      defined).




**WITNESSETH:**




To
      secure
      the payment of a loan (the “ Loan ”)
      in the
      original principal sum of Fifty-Two Million and NO/100ths Dollars
      ($52,000,000.00), lawful money of the United States of America, being made
      from
      Mortgagee to Mortgagor and the Additional Borrowers (as hereinafter defined)
      on
      the date hereof pursuant to the terms and conditions of a certain Loan and
      Security Agreement, dated as of the date hereof (as amended, modified or
      restated, the “ Loan
      Agreement ”),
      between Mortgagor, together with CARRIAGE PARK MI LLC, a Delaware limited
      liability company, CHERRY HILL MI LLC, a Delaware limited liability company,
      MACOMB MANOR MI LLC, a Delaware limited liability company and CARRIAGE HILL
      MI
      LLC, a Delaware limited liability company (collectively, the “ Additional
      Borrowers ”)
      and
      Mortgagee, which Loan is evidenced by and is to be paid with interest according
      to a Promissory Note in the principal sum of Fifty-Two Million and NO/100ths
      Dollars ($52,000,000.00) dated as of the date hereof having a scheduled maturity
      date of July 11, 2016 (collectively, as amended, modified, renewed or restated
      and together with any substitutes or replacements therefor, the “ Note ”),
      made
      by Mortgagor and the Additional Borrowers to Mortgagee and all other sums now
      or
      hereafter due hereunder, or otherwise due under the Loan Documents (as defined
      in the Loan Agreement) (the principal amount of the Loan, together with interest
      thereon and all sums due hereunder and under the Loan Agreement, the Note and
      the other Loan Documents being collectively called the “ Debt ”),
      and
      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 or entity to Mortgagee or others as set forth in the Loan
      Documents (collectively, the “ Obligations ”),
      Mortgagor has mortgaged, given, granted, bargained, sold, alienated, enfeoffed,
      conveyed, confirmed, pledged, assigned, and hypothecated and by these presents
      does hereby mortgage, warrant, give, grant, bargain, sell, alien, enfeoff,
      convey, confirm, pledge, assign, hypothecate, convey and grant a security
      interest unto Mortgagee, with power of sale, subject to the Permitted
      Encumbrances, all of Mortgagor’s right, title, interest and estate in and to the
      real property **** described
      on Exhibit A attached
      hereto (the “ Premises ”)
      and
      the buildings, structures, fixtures, additions, enlargements, extensions,
      modifications, repairs, replacements and improvements now or hereafter located
      thereon (the “ Improvements ”);




TOGETHER
      WITH: all right, title, interest and estate of Mortgagor now owned, or hereafter
      acquired, in and to the following property, rights, interests and estates (the
      Premises and the Improvements, together with the following property, rights,
      interests and estates being hereinafter described, are collectively referred
      to
      herein as the “ Mortgaged
      Property ”):









(a)  all
      easements, rights-of-way, strips and gores of land, streets, ways, alleys,
      passages, sewer rights, water, water courses, water rights and powers, air
      rights and development rights, and all estates, rights, titles, interests,
      privileges, liberties, tenements, hereditaments and appurtenances of any nature
      whatsoever, in any way belonging, relating or pertaining to the Premises 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 Premises, 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 Premises and the Improvements,
      and every part and parcel thereof, with the appurtenances thereto and all rights
      to divide the property pursuant to Public Act 591 of the Michigan Public Acts
      of
      1966, as amended (MCL 560-101 et. seq.);




(b)  all
      machinery, equipment, fixtures (including, but not limited to, all heating,
      air
      conditioning, plumbing, lighting, communications and elevator fixtures) and
      other property of every kind and nature, whether tangible or intangible,
      whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an
      interest, now or hereafter located upon the Premises and the Improvements,
      or
      appurtenant thereto, and usable in connection with the present or future
      operation and occupancy of the Premises 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 Premises or the Improvements, or appurtenant thereto, and usable in
      connection with the present or future operation, enjoyment and occupancy of
      the
      Premises and the Improvements (hereinafter collectively called the “ Equipment ”),
      including the proceeds of any sale or transfer of the foregoing, and the right,
      title and interest of Mortgagor in and to any of the Equipment 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 Mortgaged Property
      is located (the “ Uniform
      Commercial Code ”)
      superior in lien to the lien of this Mortgage;




(c)  all
      awards or payments, including interest thereon, which may heretofore and
      hereafter be made with respect to the Mortgaged Property, whether from the
      exercise of the right of eminent domain or condemnation (including, but not
      limited to, any transfer made in lieu of or in anticipation of the exercise
      of
      said rights), or for a change of grade, or for any other injury to or decrease
      in the value of the Mortgaged Property;




(d)  all
      leases, tenancies, licenses, subleases, assignments and/or other rental or
      occupancy agreements (including, without limitation, any and all guarantees
      and
      supporting obligations of and security deposit and letter of credit rights
      relating to any of the foregoing) heretofore or hereafter entered into affecting
      the use, enjoyment or occupancy of the Premises and the Improvements, including
      any extensions, renewals, modifications or amendments thereof (collectively,
      the
“ Leases ”),
      together with all rights, powers, privileges, options and other benefits of
      Mortgagor as lessor under the Leases, including, without limitation, the
      immediate and continuing right to receive and collect all rents, income,
      revenues, issues, profits, condemnation awards, insurance proceeds, moneys
      and
      security payable or receivable under the Leases or pursuant to any of the
      provisions thereof, whether as rent or otherwise, the right to accept or reject
      any offer made by any tenant pursuant to its Lease to purchase the Mortgaged
      Property and any other property subject to the Lease as therein provided and
      to
      perform all other necessary or appropriate acts with respect to such Leases
      as
      agent and attorney-in-fact for Mortgagor, and the right to make all waivers
      and
      agreements, to give and receive all notices, consents and releases, to take
      such
      action upon the happening of a default under any Lease, including the
      commencement, conduct and consummation of proceedings at law or in equity as
      shall be permitted under any provision of any Lease or by any law, and to do
      any
      and all other things whatsoever which Mortgagor is or may become entitled to
      do
      under any such Lease together with all accounts receivable, contract rights,
      franchises, interests, estates or other claims, both at law or in equity,
      relating to the Mortgaged Property, to the extent not included in rent earnings
      and income under any of the Leases, including the right to receive and collect
      any sums payable to Mortgagor thereunder and all deposits or other security
      or
      advance payments made by Mortgagor with respect to any of the services related
      to the Mortgaged Property or the operation thereof, and together with all rents,
      rent equivalents (including room revenues, if applicable), moneys payable as
      damages or in lieu of rent or rent equivalents, royalties (including, without
      limitation, all oil and gas or other mineral royalties and bonuses), income,
      receivables, receipts, revenues, deposits (including, without limitation,
      security, utility and other deposits), accounts, cash, issues, 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 arising from or attributable to
      the
      Premises and the Improvements (the “ Rents ”),
      and
      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;




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(e)  all
      of
      Mortgagor’s right, title and interest in, to and under any and all reserve,
      deposit or escrow accounts (the “ Accounts ”)
      made
      pursuant to any of the Loan Documents, together with all income, profits,
      benefits, investment property and advantages arising therefrom, and together
      with all rights, powers, privileges, options and other benefits of Mortgagor
      under the Accounts, and together with the right to do any and all other things
      whatsoever which Mortgagor is or may become entitled to do under the
      Accounts;




(f)  all
      trade
      names, software, trademarks, trademark applications, trademark licenses,
      servicemarks, logos, copyrights, copyright applications, goodwill, books and
      records and all other general intangibles relating to or used in connection
      with
      the operation of the Mortgaged Property;




(g)  all
      proceeds of and any unearned premiums on any insurance policies covering the
      Mortgaged Property, including, without limitation, the right to receive and
      apply the proceeds of any insurance, judgments, or settlements made in lieu
      thereof, for damage to the Mortgaged Property or any part thereof;




(h)  the
      right, following an Event of Default, in the name and on behalf of Mortgagor,
      to
      appear in and defend any action or proceeding brought with respect to the
      Mortgaged Property and to commence any action or proceeding to protect the
      interest of the Mortgagee in the Mortgaged Property or any part
      thereof;




(i)  all
      accounts, escrows, reserves, documents, instruments, chattel paper, monetary
      obligations, claims, deposits, investment property and general intangibles,
      as
      the foregoing terms are defined in the Uniform Commercial Code, and all books,
      records, plans, specifications, designs, drawings, permits, consents, licenses,
      franchises, management agreements, contracts, contract rights (including,
      without limitation, 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 Mortgaged Property), approvals, actions, refunds
      or real estate taxes and assessments (and any other governmental impositions
      related to the Mortgaged Property), and causes of action that now or hereafter
      relate to, are derived from or are used in connection with the Mortgaged
      Property, or the use, operation, management, improvement, alteration, repair,
      maintenance, occupancy or enjoyment thereof or the conduct of any business
      or
      activities thereon;




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(j)  all
      accounts receivable, contract rights, interests, estate or other claims, both
      in
      law and in equity, which Mortgagor now has or may hereafter acquire in the
      Mortgaged Property or any part thereof;




(k)  all
      rights which Mortgagor now has or may hereafter acquire, to be indemnified
      and/or held harmless from any liability, loss, damage, cost or expense
      (including, without limitation, attorneys’ fees and disbursements) relating to
      the Mortgaged Property or any part thereof;




(l)  all
      personal property of Mortgagor; and




(m)  any
      and
      all proceeds and products of any of the foregoing.




TO
      HAVE
      AND TO HOLD the above granted and described Mortgaged Property unto and to
      the
      use and benefit of Mortgagee, and the successors and assigns of Mortgagee,
      forever;




PROVIDED,
      HOWEVER, these presents are upon the express condition that, if Mortgagor and
      the Additional Borrowers shall well and truly pay to Mortgagee the Debt at
      the
      time and in the manner provided in the Note and this Mortgage and shall pay
      all
      other sums due under the Loan Agreement or any other Loan Document, these
      presents and the estate hereby granted shall cease, terminate and be
      void;




AND
      Mortgagor represents and warrants to and covenants and agrees with Mortgagee
      as
      follows:




1.  Payment
      of Debt and Incorporation of Covenants, Conditions and
      Agreements. Mortgagor and the Additional Borrowers shall pay the Debt at the time and in
      the
      manner provided in the Note, the Loan Agreement and in this Mortgage. Mortgagor
      and the Additional Borrowers will duly and punctually perform all of the
      covenants, conditions and agreements contained in the Note, the Loan Agreement,
      this Mortgage and the other Loan Documents all of which covenants, conditions
      and agreements are hereby made a part of this Mortgage to the same extent and
      with the same force as if fully set forth herein.




2.  Warranty
      of Title. Mortgagor warrants that Mortgagor has a good, marketable and insurable fee
      simple interest in the Mortgaged Property and has the right to mortgage, give,
      grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, assign and
      hypothecate the Mortgaged Property and that Mortgagor possesses a fee simple
      estate in the Mortgaged Property and that it owns the Mortgaged Property free
      and clear of all liens, encumbrances and charges whatsoever except for the
      Permitted Encumbrances. Mortgagor represents and warrants that none of the
      Permitted Encumbrances will materially and adversely affect (i) Mortgagor’s
      ability to pay in full in a timely manner its obligations, including, without
      limitation, the Debt, (ii) the use of the Mortgaged Property for the use
      currently being made thereof, (iii) the operation of the Mortgaged Property,
      or
      (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant,
      defend and preserve such title and the validity and priority of the lien of
      this
      Mortgage and shall forever warrant and defend the same to Mortgagee against
      the
      claims of all persons whomsoever.




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3.  Insurance. (a)
      Mortgagor, at its sole cost and expense, shall maintain or cause to be
      maintained insurance with respect to the Mortgaged Property for the mutual
      benefit of Mortgagor and Mortgagee as required by Section 5.4 of the Loan
      Agreement.




(b)  If
      the
      Mortgaged Property shall be damaged or destroyed, in whole or in part, by fire
      or other casualty (an “ Insured
      Casualty ”),
      Mortgagor shall give immediate notice thereof to Mortgagee and to the insurance
      carrier. Subject to the terms of the Loan Agreement, Mortgagor shall promptly
      repair, replace or rebuild the Mortgaged Property in accordance with, and all
      amounts paid with respect to such Insured Casualty under all insurance policies
      maintained by Mortgagor shall be governed by, the terms and conditions of
      Section 5.5 of the Loan Agreement. The expenses incurred by Mortgagee in the
      adjustment and collection of insurance proceeds shall become part of the Debt
      and shall be secured hereby and shall be reimbursed by Mortgagor to Mortgagee
      upon demand.




4.  Payment
      of Impositions and Other Charges .
      Subject
      to Mortgagor’s right to contest set forth in Section 5.3(B) of the Loan
      Agreement and the provisions of Section 5 below, Mortgagor shall cause to be
      paid all Impositions now or hereafter levied or assessed or imposed against
      the
      Mortgaged Property or any part thereof as the same become due and payable.
      Mortgagor shall promptly pay for all utility services provided to the Mortgaged
      Property. Mortgagor shall furnish to Mortgagee or its designee receipts for
      the
      payment of the Impositions prior to the date the same shall become delinquent
      (provided, however, that Mortgagor shall not be required to furnish such
      receipts for payment of Impositions in the event that such Impositions are
      to be
      paid by Mortgagee pursuant to Section 5 hereof).




5.  Impositions
      and Insurance Reserve .
      Mortgagor shall make monthly deposits into the Impositions and Insurance Reserve
      of amounts sufficient to pay Impositions and Insurance Premiums in accordance
      with the terms of Article VI of the Loan Agreement.




6.  Condemnation .
      Mortgagor shall promptly give Mortgagee written notice of the actual or
      threatened commencement of any condemnation or eminent domain proceeding
      affecting the Mortgaged Property or any portion thereof and shall deliver to
      Mortgagee copies of any and all papers served in connection with such
      proceedings. Subject to the terms of Section 5.5 of the Loan Agreement,
      Mortgagee is hereby irrevocably appointed as Mortgagor’s attorney-in-fact,
      coupled with an interest, with exclusive power to collect, receive and retain
      any award or payment for said condemnation or eminent domain and to make any
      compromise or settlement in connection with such proceeding. Notwithstanding
      any
      taking by any public or quasi public authority through eminent domain or
      otherwise (including but not limited to any transfer made in lieu of or in
      anticipation of the exercise of such taking), Mortgagor shall continue to pay
      the Debt at the time and in the manner provided for its payment in the Loan
      Agreement. Subject to the terms of the Loan Agreement, Mortgagor shall cause
      the
      award or payment made in any condemnation or eminent domain proceeding, which
      is
      payable to Mortgagor, to be paid directly to Mortgagee. The application of
      any
      such award or payment shall be governed by the applicable provisions of the
      Loan
      Agreement.




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7.  Maintenance
      of Mortgaged Property. Mortgagor shall cause the Mortgaged Property to be operated and maintained
      in a
      good and safe condition and repair and in keeping with the condition and repair
      of properties of a similar use, value, age, nature and construction. Mortgagor
      shall not use, maintain or operate the Mortgaged Property in any manner which
      constitutes a public or private nuisance or which makes void, voidable, or
      cancelable, or increases the premium of, any insurance then in force with
      respect thereto. The Improvements and the Equipment shall not be removed or
      demolished and no Material Alterations shall be made thereto (except for normal
      replacement or disposal of the Equipment and except as otherwise expressly
      permitted in the Loan Agreement) without the consent of Mortgagee. Mortgagor
      shall promptly comply in all material respects with all laws, orders and
      ordinances affecting the Mortgaged Property, or the use thereof.




8.  Use
      of
      Mortgaged Property .
      Mortgagor shall not initiate, join in, acquiesce in, or consent to any change
      in
      any private restrictive covenant, zoning law or other public or private
      restriction, limiting or defining the uses which may be made of the Mortgaged
      Property or any part thereof, nor shall Mortgagor initiate, join in, acquiesce
      in, or consent to any zoning change or zoning matter affecting the Mortgaged
      Property, which in any of the foregoing cases could reasonably be expected
      to
      result in a Material Adverse Effect. If under applicable zoning provisions
      the
      use of all or any portion of the Mortgaged Property is or shall become a
      nonconforming use, Mortgagor will not cause or permit such nonconforming use
      to
      be discontinued or abandoned without the express written consent of Mortgagee,
      which consent shall not be unreasonably withheld. Mortgagor shall not permit
      or
      suffer to occur any waste on or to the Mortgaged Property or to any portion
      thereof and shall not take any steps whatsoever to convert the Mortgaged
      Property, or any portion thereof, to a condominium or cooperative form of
      management. Mortgagor will not install or permit to be installed on the Premises
      any underground storage tank or above-ground storage tank in violation of the
      Environmental Laws.




9.  Transfer
      or Encumbrance of the Mortgaged Property .
      (a)
      Mortgagor acknowledges that Mortgagee has examined and relied on the
      creditworthiness and experience of Mortgagor in owning and operating properties
      such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee
      will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a
      means of maintaining the value of the Mortgaged Property as security for
      repayment of the Debt. Except as expressly permitted under this Mortgage, the
      Loan Agreement or under the other Loan Documents, Mortgagor shall not cause
      or
      suffer to occur or exist, directly or indirectly, voluntarily or involuntarily,
      by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien
      or
      encumbrance (other than Permitted Encumbrances) (collectively, “ Transfers ”)
      of (i)
      all or any part of the Mortgaged Property or any interest therein, or (ii)
      any
      direct or indirect beneficial ownership interest (in whole or in part) in
      Mortgagor, irrespective of the number of tiers of ownership, without the prior
      written consent of Mortgagee.


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(b)  The
      occurrence of any Transfer in violation of this Section 9 shall constitute
      an
      Event of Default hereunder, whereupon Mortgagee at its option, without being
      required to demonstrate any actual impairment of its security or any increased
      risk of default hereunder, may declare the Debt immediately due and payable.




(c)  Mortgagee’s
      consent to any Transfer of the Mortgaged Property or any interest in Mortgagor
      shall not be deemed to be a waiver of Mortgagee’s right to require such consent
      to any future occurrence of same. Any attempted or purported Transfer of the
      Mortgaged Property or of any direct or indirect interest in Mortgagor, if made
      in contravention of this Section 9, shall be null and void and of no force
      and
      effect.




10.  Taxes
      on Security; Documentary Stamps; Intangibles Tax. (a)
      Mortgagor shall pay all taxes, charges, filing, registration and recording
      fees,
      excises and levies payable with respect to the Note, this Mortgage or the liens
      created or secured by the Loan Documents, other than income, franchise and
      doing
      business taxes imposed on Mortgagee. If there shall be enacted any law
      (i) deducting the Loan from the value of the Mortgaged Property for the
      purpose of taxation, (ii) affecting any lien on the Mortgaged Property, or
      (iii) changing existing laws of taxation of mortgages, deeds of trust, security
      deeds, or debts secured by real property, or changing the manner of collecting
      any such taxes, Mortgagor shall promptly pay to Mortgagee, on demand, all taxes,
      costs and charges for which Mortgagee is or may be liable as a result thereof;
      however, if such payment would be prohibited by law or would render the Loan
      usurious, then instead of collecting such payment, Mortgagee may declare all
      amounts owing under the Loan Documents to be immediately due and payable.




(b)  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
      or
      this Mortgage, or impose any other tax or charge on the same, Mortgagor will
      pay
      for the same, with interest and penalties thereon, if any. Mortgagor hereby
      agrees that, in the event that it is determined that additional documentary
      stamp tax or intangible tax is due hereon or any mortgage or promissory note
      executed in connection herewith (including, without limitation, the Note),
      Mortgagor shall indemnify and hold harmless Mortgagee for all such documentary
      stamp tax and/or intangible tax, including all penalties and interest assessed
      or charged in connection therewith. Mortgagor shall pay same within ten (10)
      days after demand of payment from Mortgagee and the payment of such sums shall
      be secured by this Mortgage and such sums shall bear interest at the Default
      Rate (as defined in the Note) from and after the eleventh (11 th )
      day
      after demand until paid in full.




(c)  Mortgagor
      shall hold harmless and indemnify Mortgagee, its successors and assigns, against
      any liability incurred by reason of the imposition of any tax on the making
      and
      recording of this Mortgage.




11.  No
      Credits on Account of the Debt. Mortgagor will not claim or demand or be entitled to any credit or credits
      on
      account of the Debt for any part of the Impositions assessed against the
      Mortgaged Property, or any part thereof, and no deduction shall otherwise be
      made or claimed from the assessed value of the Mortgaged Property, or any part
      thereof, for real estate tax purposes by reason of this Mortgage or the Debt.
      In
      the event 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.




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12.  Performance
      of Other Agreements. Mortgagor shall duly and punctually observe and perform each and every material
      term, provision, condition, and covenant to be observed or performed by
      Mortgagor pursuant to the terms of any agreement or recorded instrument
      (including all instruments comprising the Permitted Encumbrances) affecting
      or
      pertaining to the Mortgaged Property, and will not suffer or permit any default
      or event of default (after giving effect to any applicable notice requirements
      and cure periods) to exist under any of the foregoing.




13.  Further
      Acts; Secondary Market Transactions. (a)
      Mortgagor will, at its sole cost and expense, and without expense to Mortgagee,
      do, execute, acknowledge and deliver all and every such further acts, deeds,
      conveyances, mortgages, assignments, notices of assignment, Uniform Commercial
      Code financing statements or continuation statements, 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, given, granted, bargained, sold,
      alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated
      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 Mortgage or for filing,
      registering or recording this Mortgage. Mortgagor, on demand, will execute
      and
      deliver and, upon Mortgagor’s failure to do so within five (5) Business Days
      after Mortgagee’s request therefor, 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 more effectively the security
      interest of Mortgagee in the Mortgaged Property. Upon foreclosure or the
      appointment of a receiver, Mortgagor will, at its sole cost and expense,
      cooperate fully and completely to effect the assignment or transfer of any
      license, permit, agreement or any other right necessary or useful to the
      operation of the Mortgaged 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
      at law and in equity, including, without limitation, such rights and remedies
      available to Mortgagee pursuant to this Section.




(b)  Subject
      to the terms and conditions set forth in the Loan Agreement, Mortgagee shall
      have the right to engage in one or more Secondary Market Transactions and,
      in
      connection therewith, Mortgagee may transfer its obligations under this
      Mortgage, the Note, the Loan Agreement and under the other Loan Documents (or
      may transfer the portion thereof corresponding to the transferred portion of
      the
      Obligations), and thereafter Mortgagee shall be relieved of any obligations
      hereunder and under the other Loan Documents arising after the date of said
      transfer with respect to the transferred interest.




14.  Recording
      of Mortgage, Etc. Upon the
      execution and delivery of this Mortgage and thereafter, from time to time,
      Mortgagor will cause this Mortgage, and any security instrument creating a
      lien
      or security interest or evidencing the lien hereof upon the Mortgaged 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 the lien or security interest
      hereof upon, and the interest of Mortgagee in, the Mortgaged Property. Mortgagor
      will pay all filing, registration or recording fees, and all expenses incident
      to the preparation, execution and acknowledgment of this Mortgage, any mortgage
      supplemental hereto, any security instrument with respect to the Mortgaged
      Property and any instrument of further assurance, 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 Mortgage, any mortgage
      supplemental hereto, any security instrument with respect to the Mortgaged
      Property or any instrument of further assurance, except where prohibited by
      law
      so to do.




8




15.  Reporting
      Requirements. Mortgagor agrees to give prompt notice to Mortgagee of the insolvency or
      bankruptcy filing of Mortgagor or the death, insolvency or bankruptcy filing
      of
      any Guarantor.




16.  Intentionally
      Deleted .




17.  Remedies. Upon the
      occurrence and during the continuance of an Event of Default, Mortgagee may,
      at
      Mortgagee’s option, by Mortgagee itself, or otherwise, invoke the power of sale
      and immediately exercise or pursue or cause to be exercised or pursued any
      or
      all of the rights and remedies contained in this Mortgage and in any other
      Loan
      Document or otherwise available at law or in equity including the right to
      do
      any one or more of the following:




(a)  Right
      to Perform Mortgagor’s Covenants .
      If
      Mortgagor has failed to keep or perform any covenant whatsoever contained in
      this Mortgage or the other Loan Documents, Mortgagee may, but shall not be
      obligated to do so, perform or attempt to perform said covenant; and any payment
      made or expense incurred in the performance or attempted performance of any
      such
      covenant, together with any sum expended by Mortgagee that is chargeable to
      Mortgagor or subject to reimbursement by Mortgagor under the Loan Documents,
      shall be and become a part of the Debt, and Mortgagor promises, upon demand,
      to
      pay to Mortgagee, at the place where the Note is payable, all sums so incurred,
      paid or expended by Mortgagee, with interest from the date when paid, incurred
      or expended by Mortgagee at the Default Rate (as defined in the
      Note).




(b)  Right
      of Entry .
      Subject
      to any applicable law, the license granted to Mortgagor under **Error!
      Reference source not found.** hereof
      shall automatically be revoked and Mortgagee may, prior or subsequent to the
      institution of any foreclosure proceedings, enter upon the Mortgaged Property,
      or any part thereof, and take exclusive possession of the Mortgaged Property
      and
      of all books, records, and accounts relating thereto and to exercise without
      interference from Mortgagor any and all rights which Mortgagor has with respect
      to the management, possession, operation, protection, or preservation of the
      Mortgaged Property, including, without limitation, the right to rent the same
      for the account of Mortgagor and to deduct from such Rents all costs, expenses,
      and liabilities of every character incurred by the Mortgagee in collecting
      such
      Rents and in managing, operating, maintaining, protecting, or preserving the
      Mortgaged Property and to apply the remainder of such Rents on the Debt in
      such
      manner as Mortgagee may elect. All such costs, expenses, and liabilities
      incurred by Mortgagee in collecting such Rents and in managing, operating,
      maintaining, protecting, or preserving the Mortgaged Property, if not paid
      out
      of Rents as hereinabove provided, shall constitute a demand obligation owing
      by
      Mortgagor and shall bear interest from the date of expenditure until paid at
      the
      Default Rate as specified in the Note, all of which shall constitute a portion
      of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided
      for
      herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor,
      including specifically one or more actions for forcible entry and detainer,
      trespass to try title, and restitution. In connection with any action taken
      by
      the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for
      any
      loss sustained by Mortgagor resulting from any failure to let the Mortgaged
      Property, or any part thereof, or from any other act or omission of Mortgagee
      in
      managing the Mortgaged Property unless such loss is caused by the willful
      misconduct or gross negligence of Mortgagee, its agents, employees or officers,
      nor shall Mortgagee be obligated to perform or discharge any obligation, duty,
      or liability under any Lease or under or by reason hereof or the exercise of
      rights or remedies hereunder. Mortgagor shall and does hereby agree to
      indemnify, defend and hold harmless the Indemnified Parties (as defined in
      Section 23 below) from and against, any and all liability, claim, demand,
      loss, damage, cost or expense (including, without limitation, reasonable
      attorneys’ fees and disbursements) which may or might be suffered or incurred by
      any Indemnified Party under any such Lease or under or by reason hereof or
      the
      exercise of rights or remedies hereunder, or by reason of any alleged
      obligations or undertakings on its part to perform or discharge any of the
      terms, covenants, or agreements contained in any such Lease as and to the extent
      provided under Section 23 below. Nothing in this subsection shall impose any
      duty, obligation, or responsibility upon any Indemnified Party for the control,
      care, management, leasing, or repair of the Mortgaged Property, nor for the
      carrying out of any of the terms and conditions of any such Lease prior to
      the
      transfer of title to the Mortgaged Property to any Indemnified Party by
      foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise.
      Mortgagor hereby assents to, ratifies, and confirms any and all actions of
      the
      Mortgagee with respect to the Mortgaged Property taken under this
      subsection.




9




(c)  Right
      to Accelerate .
      Mortgagee may, without notice or demand, declare the entire unpaid balance
      of
      the Debt immediately due and payable.




(d)  Mortgagee’s
      Judicial Remedies .
      Mortgagee may proceed by suit or suits, at law or in equity, to enforce the
      payment of the Debt to foreclose the liens and security interests of this
      Mortgage as against all or any part of the Mortgaged Property, and to have
      all
      or any part of the Mortgaged Property sold under the judgment or decree of
      a
      court of competent jurisdiction. This remedy shall be cumulative of any other
      nonjudicial remedies available to the Mortgagee under this Mortgage or the
      other
      Loan Documents. Proceeding with a request or receiving a judgment for legal
      relief shall not be or be deemed to be an election of remedies or bar any
      available nonjudicial remedy of the Mortgagee.




(e)  Mortgagee’s
      Right to Appointment of Receiver .
      Mortgagee, as a matter of right and (i) without regard to the sufficiency
      of the security for repayment of the Debt and without notice to Mortgagor,
      (ii) without any showing of insolvency, fraud, or mismanagement on the part
      of Mortgagor, (iii) without the necessity of filing any judicial or other
      proceeding other than the proceeding for appointment of a receiver, and
      (iv) without regard to the then value of the Mortgaged Property, shall be
      entitled to the appointment of a receiver or receivers for the protection,
      possession, control, management and operation of the Mortgaged Property,
      including (without limitation), the power to collect the Rents, enforce this
      Mortgage and, in case of a sale and deficiency, during the full statutory period
      of redemption (if any), whether there be a redemption or not, as well as during
      any further times when Mortgagor, except for the intervention of such receiver,
      would be entitled to collection of such Rents. Mortgagor hereby irrevocably
      consents to the appointment of a receiver or receivers. Any receiver appointed
      pursuant to the provisions of this subsection shall have the usual powers and
      duties of receivers in such matters.




10




(f)  Mortgagee’s
      Uniform Commercial Code Remedies .
      Mortgagee may exercise its rights of enforcement under the Uniform Commercial
      Code in effect in the state in which the Mortgaged Property is
      located.




(g)  Sale
      of Mortgaged Property .
      Sell
      for cash or upon credit the Mortgaged 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.




(h)  Other
      Rights .
      Mortgagee (i) may surrender the insurance policies maintained pursuant to the
      Loan Agreement or any part thereof, and upon receipt of the proceeds shall
      apply
      the unearned Insurance Premiums as a credit on the Debt, and, in connection
      therewith, Mortgagor hereby appoints Mortgagee as agent and attorney-in-fact
      (which is coupled with an interest and is therefore irrevocable) for Mortgagor
      to collect such Insurance Premiums; (ii) may apply the Impositions and Insurance
      Reserve and/or any other Reserves held pursuant to this Mortgage or the other
      Loan Documents, and any other funds held by Mortgagee toward payment of the
      Debt; and (iii) shall have and may exercise any and all other rights and
      remedies which Mortgagee may have at law or in equity, or by virtue of any
      of
      the Loan Documents, or otherwise.




(i)  Discontinuance
      of Remedies .
      If
      Mortgagee shall have proceeded to invoke any right, remedy, or recourse
      permitted under the Loan Documents and shall thereafter elect to discontinue
      or
      abandon same for any reason, Mortgagee shall have the unqualified right so
      to do
      and, in such event, Mortgagor and Mortgagee shall be restored to their former
      positions with respect to the Debt, the Loan Documents, the Mortgaged Property
      or otherwise, and the rights, remedies, recourses and powers of Mortgagee shall
      continue as if same had never been invoked.




(j)  Remedies
      Cumulative .
      All
      rights, remedies, and recourses of Mortgagee granted in the Note, this Mortgage,
      the Loan Agreement and the other Loan Documents, any other pledge of collateral,
      or otherwise available at law or equity: (i) shall be cumulative; (ii) may
      be
      pursued separately, successively, or concurrently against Mortgagor, the
      Mortgaged Property, or any one or more of them, at such time and in such order
      as Mortgagee may determine in its sole discretion; (iii) may be exercised as
      often as occasion therefor shall arise, it being agreed by Mortgagor that the
      exercise or failure to exercise any of same shall in no event be construed
      as a
      waiver or release thereof or of any other right, remedy, or recourse; (iv)
      shall
      be nonexclusive of any other right, power or remedy which Mortgagee may have
      against Mortgagor pursuant to this Mortgage, the Loan Agreement or the other
      Loan Documents, or otherwise available at law or in equity; (v) shall not be
      conditioned upon Mortgagee exercising or pursuing any remedy in relation to
      the
      Mortgaged Property prior to Mortgagee bringing suit to recover the Debt; and
      (vi) in the event Mortgagee elects to bring suit on the Debt and obtains a
      judgment against Mortgagor prior to exercising any remedies in relation to
      the
      Mortgaged Property, all liens and security interests, including the lien of
      this
      Mortgage, shall remain in full force and effect and may be exercised thereafter
      at Mortgagee’s option.




11




(k)  Election
      of Remedies .
      Mortgagee may release, regardless of consideration, any part of the Mortgaged
      Property without, as to the remainder, in any way impairing, affecting,
      subordinating, or releasing the lien or security interests evidenced by this
      Mortgage or the other Loan Documents or affecting the obligations of Mortgagor
      or any other party to pay the Debt. For payment of the Debt, Mortgagee may
      resort to any collateral securing the payment of the Debt in such order and
      manner as Mortgagee may elect. No collateral taken by Mortgagee shall in any
      manner impair or affect the lien or security interests given pursuant to the
      Loan Documents, and all collateral shall be taken, considered, and held as
      cumulative.




(l)  Bankruptcy
      Acknowledgment .
      If the
      Mortgaged Property or any portion thereof or any interest therein becomes
      property of any bankruptcy estate or subject to any state or federal insolvency
      proceeding, or in the event of the filing of any voluntary or involuntary
      petition under the Bankruptcy Code by or against Mortgagor then Mortgagee shall
      immediately become entitled, in addition to all other relief to which Mortgagee
      may be entitled under this Mortgage, to obtain (i) an order from any
      bankruptcy court or other appropriate court granting immediate relief from
      the
      automatic stay pursuant to § 362 of the Bankruptcy Code so as to permit
      Mortgagee to pursue its rights and remedies against Mortgagor as provided under
      this Mortgage and all other rights and remedies of Mortgagee at law and in
      equity under applicable state law, and (ii) an order from the Bankruptcy
      Court prohibiting Mortgagor’s use of all “cash collateral” as defined under
§ 363 of the Bankruptcy Code. Mortgagor shall not assert or request any
      other party to assert, that the automatic stay under § 362 of the
      Bankruptcy Code operate or be interpreted to stay, interdict, condition, reduce
      or inhibit the ability of Mortgagee to enforce any rights it has by virtue
      of
      this Mortgage, or any other rights that Mortgagee has, whether now or hereafter
      acquired, against any guarantor of the Debt. Mortgagor shall not seek a
      supplemental stay or any other relief, whether injunctive or otherwise, pursuant
      to § 105 of the Bankruptcy Code or any other provision therein to stay,
      interdict, condition, reduce or inhibit the ability of Mortgagee to enforce
      any
      rights it has by virtue of this Mortgage against any guarantor of the Debt.
      Any
      bankruptcy petition or other action taken by Mortgagor to stay, condition,
      or
      inhibit Mortgagee from exercising its remedies are hereby admitted by Mortgagor
      to be in bad faith and Mortgagor further admits that Mortgagee would have just
      cause for relief from the automatic stay in order to take such actions
      authorized under state law.




(m)  Application
      of Proceeds .
      The
      proceeds from any sale, lease, or other disposition made pursuant to this
      Mortgage, or the proceeds from the surrender of any insurance policies pursuant
      hereto, or any Rents collected by Mortgagee from the Mortgaged Property or
      the
      Impositions and Insurance Reserve or other Reserves under the Loan Agreement
      or
      sums received pursuant to Section 6 hereof, or proceeds from insurance
      which Mortgagee elects to apply to the Debt pursuant to Section 3 hereof,
      shall be applied by Mortgagee to the Debt in such order, priority and
      proportions as Mortgagee in its sole discretion shall determine.




12




18.  Security
      Agreement. This
      Mortgage is both a real property mortgage and a “security agreement” within the
      meaning of the Uniform Commercial Code. The Mortgaged Property includes both
      real and personal property and all other rights and interests, whether tangible
      or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor
      by
      executing and delivering this Mortgage has granted and hereby grants to
      Mortgagee, as security for the Debt, a security interest in the Mortgaged
      Property to the full extent that the Mortgaged Property may be subject to the
      Uniform Commercial Code (said portion of the Mortgaged Property so subject
      to
      the Uniform Commercial Code being called in this Section 18 the “ Collateral ”).
      Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and
      substance reasonably satisfactory to Mortgagee, such financing statements and
      such further assurances as Mortgagee may from time to time reasonably consider
      necessary to create, perfect, and preserve Mortgagee’s security interest herein
      granted. This Mortgage shall also constitute a “fixture filing” for the purposes
      of the Uniform Commercial Code as to all or any part of the Mortgaged Property
      which now or hereafter constitute “fixtures” under the Uniform Commercial Code.
      Information concerning the security interest herein granted may be obtained
      from
      the parties at the addresses of the parties set forth in the first paragraph
      of
      this Mortgage. 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, without
      limiting the generality of the foregoing, 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.
      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 legal expenses and attorneys’ fees, incurred or paid by Mortgagee in
      protecting the interest in the Collateral and in enforcing the rights hereunder
      with respect to the Collateral. Any notice of sale, disposition or other
      intended action by Mortgagee with respect to the Collateral sent to Mortgagor
      in
      accordance with the provisions hereof at least five (5) days prior to such
      action, shall constitute commercially reasonable notice to Mortgagor. 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 discretion shall deem proper. In the event of any change
      in
      name, identity or structure of any Mortgagor, such Mortgagor shall notify
      Mortgagee thereof and promptly after Mortgagee’s request shall execute, 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 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,
      it being understood and agreed, however, that no such additional documents
      shall
      increase Mortgagor’s obligations under the Note, this Mortgage and the other
      Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its
      attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so
      within five (5) Business Days after request by Mortgagee, to file with the
      appropriate public office on its behalf any financing or other statements signed
      only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the
      Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor
      shall appear and defend in any action or proceeding which affects or purports
      to
      affect the Mortgaged Property and any interest or right therein, whether such
      proceeding affects title or any other rights in the Mortgaged Property (and
      in
      conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the
      event Mortgagee is a party to such action or proceeding).




13




19.  Actions
      and Proceedings. Upon the
      occurrence and during the continuance of an Event of Default, Mortgagee has
      the
      right to appear in and defend any action or proceeding brought with respect
      to
      the Mortgaged Property and to bring any action or proceeding, in the name and
      on
      behalf of Mortgagor, which Mortgagee, in its discretion, decides should be
      brought to protect its interest in the Mortgaged Property. Mortgagee shall,
      at
      its option, be subrogated to the lien of any mortgage or other security
      instrument discharged in whole or in part by the Debt, and any such subrogation
      rights shall constitute additional security for the payment of the
      Debt.




20.  Waiver
      of Setoff and Counterclaim, Marshalling, Statute of Limitations, Automatic
      or
      Supplemental Stay, Etc.




(a)  All
      amounts due under this Mortgage, the Note and the other Loan Documents shall
      be
      payable without setoff, counterclaim or any deduction whatsoever. Mortgagor
      hereby waives the right to assert a setoff, counterclaim or deduction in any
      action or proceeding in which Mortgagee is a participant, or arising out of
      or
      in any way connected with this Mortgage, the Note, any of the other Loan
      Documents, or the Debt.




(b)  Mortgagor
      hereby expressly, irrevocably, and unconditionally waives and releases, to
      the
      extent permitted by law (i) the benefit of all appraisement, valuation, stay,
      extension, reinstatement and redemption laws now or hereafter in force and
      all
      rights of marshalling, sale in the inverse order of alienation, or any other
      right to direct in any manner the order or sale of any of the Mortgaged Property
      in the event of any sale hereunder of the Mortgaged Property or any part thereof
      or any interest therein; (ii) any and all rights of redemption from sale under
      any order or decree of foreclosure of this Mortgage on behalf of Mortgagor,
      and
      on behalf of each and every person acquiring any interest in or title to the
      Mortgaged Property subsequent to the date of this Mortgage and on behalf of
      all
      persons to the extent permitted by applicable law; and (iii) all benefits that
      might accrue to Mortgagor by virtue of any present or future law exempting
      the
      Mortgaged Property from attachment, levy or sale on execution or providing
      for
      any appraisement, valuation, stay of execution, exemption from civil process,
      redemption, or extension of time for payment. Mortgagee shall not be under
      any
      obligation to marshal any assets in favor of any Person or against or in payment
      of any or all of the Obligations.




(c)  To
      the
      extent permitted by applicable law, Mortgagee’s rights hereunder shall continue
      even to the extent that a suit for collection of the Debt, or part thereof,
      is
      barred by a statute of limitations. Mortgagor hereby expressly waives and
      releases to the fullest extent permitted by law, the pleading of any statute
      of
      limitations as a defense to payment of the Debt.




14




21.  Recovery
      of Sums Required to Be Paid. 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.




22.  Handicapped
      Access.




(a)  Mortgagor
      agrees that the Mortgaged Property shall at all times comply in all material
      respects with applicable requirements of the Americans with Disabilities Act
      of
      1990, the Fair Housing Amendments Act of 1988, all state and local laws and
      ordinances related to handicapped access and all rules, regulations, and orders
      issued pursuant thereto including, without limitation, the Americans with
      Disabilities Act Accessibility Guidelines for Buildings and Facilities
      (collectively “ Access
      Laws ”).




(b)  Mortgagor
      agrees to give prompt notice to Mortgagee of the receipt by Mortgagor of any
      complaints related to violation of any Access Laws and of the commencement
      of
      any proceedings or investigations which relate to compliance with applicable
      Access Laws but only to the extent that such complaints, proceedings or
      investigations, if adversely determined, could have a Material Adverse
      Effect.




23.  Indemnification .
      In
      addition to the payment of expenses as required elsewhere herein and in the
      other Loan Documents, Mortgagor agrees to indemnify, defend, protect, pay and
      hold Mortgagee, its successors and assigns (including, without limitation,
      the
      trustee and/or the trust under any trust agreement executed in connection with
      any Securitization backed in whole or in part by the Loan and any other person
      which may hereafter be the holder of the Note or any interest therein), and
      the
      officers, directors, stockholders, partners, members, employees, agents, and
      Affiliates of Mortgagee and such successors and assigns (collectively, the
      “ Indemnified
      Parties ”)
      harmless from and against any and all liabilities, obligations, claims, damages,
      penalties, causes of action, costs and expenses (including without limitation
      reasonable attorneys’ fees and expenses) (collectively, the “ Indemnified
      Claims ”),
      imposed upon or incurred by or asserted against any Indemnified Party by reason
      of any of the following (to the extent that insurance proceeds paid to the
      applicable Indemnified Party on account of the following shall be inadequate):
      (i) ownership of the Mortgage, the Mortgaged Property or any interest therein
      or
      receipt of any rents; (ii) any accident, injury to or death of persons or loss
      of or damage to property occurring in, on or about the Mortgaged Property or
      any
      part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
      parking areas, streets or ways; (iii) any use, nonuse or condition in, on or
      about the Mortgaged Property or any part thereof or on the adjoining sidewalks,
      curbs, adjacent property or adjacent parking areas, streets or ways;
      (iv) performance of any labor or services or the furnishing of any
      materials or other property in respect of the Mortgaged Property or any part
      thereof; (v) any failure of the Premises or the Improvements to comply with
      any
      applicable law, statute, code, ordinance, rule or regulation; (vi) any Event
      of
      Default by Mortgagor under this Mortgage, the Loan Agreement or any other Loan
      Documents; (vii) any actions taken by any Indemnified Party in the
      enforcement of this Mortgage and the other Loan Documents in accordance with
      their respective terms; (viii) any failure to act on the part of any
      Indemnified Party hereunder; (ix) any representation or warranty made in the
      Note, this Mortgage or any of the other Loan Documents being false or misleading
      in any material respect as of the date such representation or warranty was
      made;
      (x) any claim by brokers, finders or similar persons claiming to be entitled
      to
      a commission in connection with any Lease or other transaction involving the
      Mortgaged Property or any part thereof under any legal requirement or any
      liability asserted against Mortgagee with respect thereto; and (xi) the claims
      of any lessee of any or any portion of the Mortgaged Property or any person
      acting through or under any lessee or otherwise arising under or as a
      consequence of any Lease. Notwithstanding the foregoing, Mortgagor shall not
      be
      liable for any Indemnified Claims arising (A) from the gross negligence or
      willful misconduct of any Indemnified Party or (B) under clauses (i) - (v)
      above
      to the extent the facts, events or circumstances giving rise to such Indemnified
      Claim arise after the date that any Indemnified Party takes title to the
      Mortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of any
      power of sale or otherwise. Any amounts payable to an Indemnified Party by
      reason of the application of this Section 23 shall be secured by this Mortgage
      shall become immediately due and payable and shall bear interest at the Default
      Rate from the date loss or damage is sustained by such Indemnified Party until
      paid. The obligations and liabilities of Mortgagor under this paragraph shall
      survive the termination, satisfaction, or assignment of this Mortgage and the
      exercise by Mortgagee of any of its rights or remedies hereunder, including,
      but
      not limited to, the acquisition of the Mortgaged Property by foreclosure or
      a
      conveyance in lieu of foreclosure.




15




24.  Notices. Any
      notice, demand, statement, request or consent made hereunder shall be in
      writing, addressed to the intended recipient at its address set forth in the
      Loan Agreement, and shall be made and deemed given in accordance with the terms
      of the Loan Agreement.




25.  Authority. (a)
      Mortgagor (and the undersigned representative of Mortgagor, if any) has full
      power, authority and right to execute, deliver and perform its obligations
      pursuant to this Mortgage, and to mortgage, give, grant, bargain, sell, alien,
      enfeoff, convey, confirm, warrant, pledge, hypothecate and assign the Mortgaged
      Property pursuant to the terms hereof and to keep and observe all of the terms
      of this Mortgage on Mortgagor’s part to be performed; and (b) Mortgagor
      represents and warrants that Mortgagor is not a “foreign person” within the
      meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended
      and the related Treasury Department regulations.




26.  Waiver
      of Notice. Mortgagor shall not be entitled to any notices of any nature whatsoever from
      Mortgagee except with respect to matters for which this Mortgage or the Loan
      Agreement specifically and expressly provides for the giving of notice by
      Mortgagee to Mortgagor and except with respect to matters for which Mortgagee
      is
      required by applicable law to give notice, and Mortgagor hereby expressly waives
      the right to receive any notice from Mortgagee with respect to any matter for
      which this Mortgage or the Loan Agreement do not specifically and expressly
      provide for the giving of notice by Mortgagee to Mortgagor.




27.  Remedies
      of Mortgagor. In the
      event that a claim or adjudication is made that Mortgagee has acted unreasonably
      or unreasonably delayed acting in any case where by law or under the Note,
      this
      Mortgage or the other Loan Documents, it has an obligation to act reasonably
      or
      promptly, Mortgagee shall not be liable for any monetary damages, and
      Mortgagor’s remedies shall be limited to injunctive relief or declaratory
      judgment.




16




28.  Sole
      Discretion of Mortgagee. Whenever
      pursuant to this Mortgage or the other Loan Documents, Mortgagee exercises
      any
      right given to it to consent, approve or disapprove, or any arrangement or
      term
      is to be satisfactory to Mortgagee, the decision of Mortgagee to consent,
      approve or disapprove, or to decide that arrangements or terms are satisfactory
      or not satisfactory shall be in the sole discretion of Mortgagee and shall
      be
      final and conclusive, except as may be otherwise expressly and specifically
      provided herein. Notwithstanding anything to the contrary contained herein,
      it
      shall be understood and agreed that any such consent, approval, or disapproval
      may be conditioned, among other things, upon Mortgagee obtaining confirmation
      by
      the Rating Agencies that the action or other matter subject to Mortgagee’s
      consent, approval, or disapproval shall not adversely affect the rating of
      any
      securities issued or to be issued in connection with any Secondary Market
      Transaction, notwithstanding that such condition may not be expressly set forth
      in the provision or provisions of the Loan Documents which require that
      Mortgagee’s consent be obtained.




29.  Non-Waiver. The
      failure of Mortgagee to insist upon strict performance of any term hereof shall
      not be deemed to be a waiver of any term of this Mortgage. Mortgagor shall
      not
      be relieved of Mortgagor’s obligations hereunder by reason of (a) the failure of
      Mortgagee to comply with any request of Mortgagor or Guarantor to take any
      action to foreclose this Mortgage or otherwise enforce any of the provisions
      hereof or of the Note or other Loan Documents, (b) the release, regardless
      of
      consideration, of the whole or any part of the Mortgaged Property, or of any
      person liable for the Debt or any portion thereof, or (c) any agreement or
      stipulation by Mortgagee extending the time of payment or otherwise modifying
      or
      supplementing the terms of the Note, this Mortgage, or the other Loan Documents.
      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 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 foreclosure this Mortgage. The rights and remedies of Mortgagee
      under this Mortgage 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.




30.  Liability. Subject
      to the provisions hereof requiring Mortgagee’s consent to any transfer of the
      Mortgaged Property, this Mortgage shall be binding upon and inure to the benefit
      of Mortgagor and Mortgagee and their respective successors and assigns
      forever.




31.  Inapplicable
      Provisions. If any
      term, covenant or condition of this Mortgage is held to be invalid, illegal
      or
      unenforceable in any respect, this Mortgage shall be construed without such
      provision.




32.  Headings,
      Etc. The
      headings and captions of various Sections of this Mortgage 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.




17




33.  Counterparts. This
      Mortgage may be executed in any number of counterparts each of which shall
      be
      deemed to be an original but all of which when taken together shall constitute
      one agreement.




34.  Definitions. Unless
      the context clearly indicates a contrary intent or unless otherwise specifically
      provided herein, words used in this Mortgage 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 Mortgaged Property or any part thereof
      or
      any interest therein,” the word “Mortgagee” shall mean “Mortgagee and any
      subsequent holder of the Note,” the word “Debt” shall mean “the Note and any
      other evidence of indebtedness secured by this Mortgage,” the word “person”
shall include an individual, corporation, partnership, trust, unincorporated
      association, government, governmental authority, and any other entity, and
      the
      words “Mortgaged Property” shall include any portion of the Mortgaged Property
      and any interest therein and the words “attorneys’ fees” shall include any and
      all reasonable attorneys’ fees, paralegal and law clerk fees, including, but not
      limited to, fees at the pre-trial, trial and appellate levels incurred or paid
      by Mortgagee in protecting its interest in the Mortgaged Property and Collateral
      and enforcing its rights hereunder. 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.




35.  Homestead. Mortgagor hereby waives and renounces all homestead and exemption rights
      provided by the constitution and the laws of the United States and of any state,
      in and to the Mortgaged Property as against the collection of the Debt, or
      any
      part hereof.




36.  Assignments. Mortgagee shall have the right to assign or transfer its rights under this
      Mortgage and the other Loan Documents without limitation, including, without
      limitation, the right to assign or transfer its rights to a servicing agent.
      Any
      assignee or transferee shall be entitled to all the benefits afforded Mortgagee
      under this Mortgage and the other Loan Documents. Mortgagee agrees to provide
      Mortgagor with notice of any such assignment; provided, however, that
      Mortgagor’s consent shall not be required in connection with any such assignment
      and no delay or failure by Mortgagee to provide such notice shall limit the
      effectiveness of such assignment.




37.  Survival
      of Obligations; Survival of Warranties and Representations. Each and
      all of the covenants, obligations, representations and warranties of Mortgagor
      shall survive the execution and delivery of the Loan Documents and the transfer
      or assignment of this Mortgage (including, without limitation, any transfer
      of
      the Mortgage by Mortgagee of any of its rights, title and interest in and to
      the
      Mortgaged Property to any party, whether or not affiliated with
      Mortgagee).




38.  Covenants
      Running with the Land. All
      covenants, conditions, warranties, representations and other obligations
      contained in this Mortgage and the other Loan Documents are intended by
      Mortgagor and Mortgagee to be, and shall be construed as, covenants running
      with
      the Mortgaged Property until the lien of this Mortgage has been fully released
      by Mortgagee, pursuant to the terms hereof.




39.  Governing
      Law; Jurisdiction. THIS
      MORTGAGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF
      NEW
      YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT
      ALL
      TIMES THE PROVISIONS FOR THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS
      AND SECURITY INTERESTS CREATED PURSUANT TO THIS MORTGAGE SHALL BE GOVERNED
      BY
      THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.




18




40.  Time
      of Essence. Time is
      of the essence as to all of the terms, covenants and condition of this Mortgage
      and the other Loan Documents.




41.  No
      Third-Party Beneficiaries. The
      provisions of this Mortgage and the other Loan Documents are for the benefit
      of
      Mortgagor and Mortgagee and shall not inure to the benefit of any third party
      (other than any successor or assignee of Mortgagee or permitted assignee of
      Mortgagor). This Mortgage and the other Loan Documents shall not be construed
      as
      creating any rights, claims or causes of action against Mortgagee or any of
      its
      officers, directors, agents or employees in favor of any party other than
      Mortgagor including but not limited to any claims to any sums held in the
      Impositions and Insurance Reserve or any other Reserves.




42.  Relationship
      of Parties. The
      relationship of Mortgagee and Mortgagor is solely that of debtor and creditor,
      and Mortgagee has no fiduciary or other special relationship with the Mortgagor,
      and no term or condition of any of the Loan Documents shall be construed to
      be
      other than that of debtor and creditor. Mortgagor represents and acknowledges
      that neither the Loan Documents nor any course of dealing between the parties
      creates any partnership or joint venture between Mortgagor and Mortgagee or
      any
      other person, nor does it provide for any shared appreciation rights or other
      equity participation interest.




43.  Successors
      and Assigns .
      This
      Mortgage shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, except that Mortgagor may not
      assign its rights or obligations hereunder except as expressly provided in
      Section 9 hereof or as permitted under the Loan Agreement.




44.  Investigations. Any and
      all representations, warranties, covenants and agreements made in this Mortgage
      (and/or in other Loan Documents) shall survive any investigation or inspection
      made by or on behalf of Mortgagee.




45.  Assignment
      of Leases. Mortgagor acknowledges and confirms that it has executed and delivered to
      Mortgagee the Assignment of Leases and Rents (the “ Assignment
      of Leases ”)
      intending that such instrument create a present, absolute assignment to
      Mortgagee of the Leases and Rents. Without limiting the intended benefits or
      the
      remedies provided under the Assignment of Leases, Mortgagor hereby assigns
      to
      Mortgagee, as further security for the Debt and the Obligations, the Leases
      and
      Rents. While any Event of Default exists, Mortgagee shall be entitled to
      exercise any or all of the remedies provided in the Assignment of Leases and
      in
      Section 17 hereof, including, without limitation, the right to have a
      receiver appointed. If any conflict or inconsistency exists between the
      assignment of the Leases and Rents in this Mortgage and the absolute assignment
      of the Leases and the Rents in the Assignment of Leases, the terms of the
      Assignment of Leases shall control. Nevertheless, subject to the terms of this
      Section 45 and 17(b) hereof and the Loan Agreement, Lender grants to Mortgagor
      a
      revocable license to collect and receive the Rents. For so long as an Event
      of
      Default exists, 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.




19




46.  Waiver
      of Right to Trial by Jury. EACH OF
      MORTGAGOR AND MORTGAGEE HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
      TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE
      EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
      MORTGAGE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
      ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
      KNOWINGLY AND VOLUNTARILY BY EACH OF MORTGAGOR AND MORTGAGEE, AND IS INTENDED
      TO
      ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO
      A
      TRIAL BY JURY WOULD OTHERWISE ACCRUE. MORTGAGEE IS HEREBY AUTHORIZED TO FILE
      A
      COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
      BY
      MORTGAGOR.




47.  Expenses
      and Attorneys’ Fees. Mortgagor agrees to promptly pay all reasonable fees, costs and expenses
      incurred by Mortgagee in connection with any matters contemplated by or arising
      out of this Mortgage and the other Loan Documents, including, without
      limitation, reasonable fees, costs and expenses (including reasonable attorneys’
fees and fees of other professionals retained by Mortgagee) incurred in any
      action to enforce this Mortgage or the other Loan Documents or to collect any
      payments due from Mortgagor under this Mortgage, the Loan Agreement, the Note
      or
      any other Loan Document or incurred in connection with any refinancing or
      restructuring of the credit arrangements provided under this Mortgage incurred
      in connection with a “workout” or in connection with any insolvency or
      bankruptcy proceedings with respect to Mortgagor, and all such fees, costs
      and
      expenses shall be part of the Obligations, payable on demand.




48.  Amendments
      and Waivers .
      Except
      as otherwise provided herein, no amendment, modification, termination or waiver
      of any provision of this Mortgage, the Note or any other Loan Document, or
      consent to any departure therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by Mortgagee and any other party to be
      charged. Each amendment, modification, termination or waiver shall be effective
      only in the specific instance and for the specific purpose for which it was
      given. No notice to or demand on Mortgagor in any case shall entitle Mortgagor
      to any other or further notice or demand in similar or other
      circumstances.




49.  Servicer .
      Mortgagee shall have the right at any time throughout the term of the Loan
      to
      designate or appoint one or more Servicers (as defined in the Loan Agreement)
      to
      administer this Mortgage and the other Loan Documents, and to change or replace
      any Servicer. All of Mortgagee’s rights under this Mortgage and the other Loan
      Documents may be exercised by any such Servicer designated by Mortgagee. Any
      such Servicer shall be entitled to the benefit of all obligations of Mortgagor
      in favor of Mortgagee.




50.  Copy
      of Mortgage .
      MORTGAGOR REPRESENTS AND WARRANTS THAT IT HAS RECEIVED A TRUE COPY OF THIS
      MORTGAGE WITHOUT CHARGE.




20




51.  Limitation
      on Recourse. The
      obligations of Mortgagor hereunder are subject to limitations on recourse as
      provided in Article XII of the Loan Agreement.




52.  Satisfaction
      of Mortgage. Upon
      payment of the Debt in full, Mortgagee, at Mortgagor’s sole cost and upon
      Mortgagor’s request, shall execute and deliver to Mortgagor a satisfaction or
      reconveyance of Mortgage, duly acknowledged and in recordable form, UCC-3
      financing statements terminating any UCC-1 financing statements filed by
      Mortgagee relating to the Mortgaged Property, and such other documents or
      instruments as may be required to release the Lien of the Loan Documents from
      the Mortgaged Property.




53.  Conflict .
      The
      terms and provisions of this Mortgage shall be construed to the extent possible
      consistently with those of the Loan Agreement as being in addition to and
      supplementing the provisions of the Loan Agreement and the other Loan Documents;
      however, in the event that notwithstanding such construction there is an
      irresolvable conflict between the provisions of this Mortgage and the provisions
      of the Loan Agreement, the provisions of the Loan Agreement shall govern and
      control.




54.  State
      Specific Provisions .




(a)  Inconsistencies .
      In the
      event of any inconsistencies between the terms and conditions of this Article
      18
      and the other provisions of this Security Instrument, the terms and conditions
      of this Article 18 shall control and be binding.




(b)  Special
      Michigan Provisions .
      The
      following provisions shall also constitute an integral part of this Security
      Instrument. Furthermore, in the event that any prior provisions of this Security
      Instrument conflict with the following provisions of this Section, the
      provisions of this Section shall control and shall be deemed a modification of
      or amendment to the section or provision at issue.




(i)  Additional
      Provisions Regarding Foreclosure by Power of Sale .
      Mortgagor acknowledges that, after the occurrence and during the continuance
      of
      an Event of Default, Lender is authorized and empowered to sell the Property
      or
      to cause the same to be sold, and to convey the same to the purchaser in any
      lawful manner, including that provided by Chapter 32 of the Revised Judicature
      Act of Michigan, entitled “Foreclosure of Mortgages by Advertisement,” (the
“Michigan Statute”) which permits Lender to sell the Property without affording
      Mortgagor a hearing or giving Mortgagor actual personal notice. The only notice
      required under such Chapter 32 is to publish notice in a local newspaper and
      to
      post a copy of the notice at the Property. In the event of a public sale, the
      Property, at the option of the Lender, may be sold as one parcel. MORTGAGOR
      HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES
      AND THE STATE OF MICHIGAN TO A HEARING PRIOR TO SALE IN CONNECTION WITH
      FORECLOSURE OF THIS SECURITY INSTRUMENT BY ADVERTISEMENT AND ALL NOTICE
      REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE.




21




(ii)  Lender’s
      Statutory Rights Regarding Leases and Rents .
      In
      addition to all other rights of Mortgagor provided for herein or in any other
      Loan Documents, Lender shall be entitled to all of the rights and benefits
      conferred by Act 210 of the Michigan Public Acts of 1953 as amended (MCL
      554.231, et seq.).




(iii)  Construction
      Liens .
      All
      references in this Security Instrument or in any of the other Loan Documents
      to
      mechanic’s liens, or materialman’s liens, or similar liens shall be deemed to
      include “construction liens” as defined in MCL 570.1103(3).




(iv)  Waste .
      Subject
      to the provisions of Section 3.6 hereof and the applicable provisions of the
      Loan Agreement, if Mortgagor shall fail to pay any Impositions, the same shall
      constitute waste as provided by MCL 600.2927. Mortgagor consents to the
      appointment of a receiver under said statute if Lender elects to seek such
      relief.




(v)  Future
      Advances .
      This
      Security Instrument secures future advances and is a future advance mortgage
      under Act No. 348 of the Michigan Public Acts of 1990 (MCL 565.901 et. seq.).
      All future advances under the Note, this Security Instrument and the other
      Loan
      Documents shall have the same priority as if the future advance was made on
      the
      date that this Security Instrument was recorded. [Insert Appropriate State
      Specific Provisions]




55.  Contemporaneous
      Security Instruments. THIS
      MORTGAGE IS MADE CONTEMPORANEOUSLY WITH THE OTHER SECURITY INSTRUMENTS DATED
      AS
      OF THE DATE HEREOF GIVEN BY ADDITIONAL BORROWERS TO MORTGAGEE, COVERING
      PROPERTIES LOCATED IN THE STATE OF MICHIGAN (the “ Other
      Security Instruments ”).
      The
      Other Security Instruments further secure the obligations of Mortgagor to
      Mortgagee under the Note. Upon the occurrence of an Event of Default, Mortgagee
      may proceed under this Mortgage and/or the Other Security Instruments against
      any of such property and/or the Mortgaged Property in one or more parcels and
      in
      such manner and order as Mortgagee shall elect. Mortgagor hereby irrevocably
      waives and releases, to the extent permitted by law, and whether now or
      hereafter in force, any right to have the Mortgaged Property and/or the property
      covered by the Other Security Instruments marshalled upon any foreclosure of
      this Mortgage or the Other Security Instruments.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
      PAGE FOLLOWS]


22


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


**MORTGAGOR:****SCOTSDALE
                    MI LLC****,**a Delaware limited liability
                    companyBy:
                LVP
                  Michigan Multifamily Portfolio LLC, a Delaware limited liability
                  company,its sole Managing Member
  By:
                  /s/
                    David
                    LichtensteinName:
                  David
                    LichtensteinTitle:
                  President





**ACKNOWLEDGMENT**




STATE
                OF
            
            ):
                ss.:COUNTY
                OF
            
            )
                :





The
      foregoing instrument was acknowledged before me in the County of _____________,
      State of ________________________ this 30 day of June, 2006, by
      __________________, the ________________ of SCOTSDALE MI LLC, a Delaware limited
      liability company.







Notary
      Public, _____County,  ______


Acting
      in
      the County of ________, ______


My
      commission expires:





This
      instrument was prepared by


and
      return when recorded to:





Sidley
      Austin LLP


One
      S.
      Dearborn St.


Chicago,
      Illinois 60603


Attn:
      Rebecca Janovsky, Esq.





**EXHIBIT
      A**





**Legal
      Description of Premises**