EXHIBIT
      10.22

       

      
        
          

        



      MACOMB
        MANOR MI LLC.,
        as
        Mortgagor 


      


      To

      


      CITIGROUP
        GLOBAL MARKETS REALTY, INC., as
        Mortgagee 


       

       

        
          

        

      

      
MORTGAGE
        

       

      
        

      


      


      


      


      
        	 	
                Dated:

              	
                As
                  of June 30, 2006

              	 
	 	
                Location:

              	
                19700
                  Masonic Blvd.

                Roseville,
                  Michigan

              	 
	 	
                County:

              	
                Macomb
                  County

              	 


      

      

         

        
          
            

          



      

      THIS
        MORTGAGE CONSTITUTES A FUTURE ADVANCE MORTGAGE AND SECURES FUTURE ADVANCES
        UNDER
        ACT 348 OF THE PUBLIC ACTS OF 1990, AS AMENDED (MCLA §565.901, ET SEQ.)
        UNDER
        MICHIGAN LAW.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      

      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 MACOMB MANOR 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).

       

      W
        I T N E S S E T H:

       

      To
        secure
        the payment of a loan (the “Loan”)
        in the
        original principal sum of Forty Million Seven Hundred Twenty-Five Thousand
        and
        NO/100ths Dollars ($40,725,000.00), 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, Scotsdale 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 Forty Million Seven Hundred
        Twenty-Five Thousand and NO/100ths Dollars ($40,725,000.00) 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 (11th)
        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.

       

      
        
          
          

        

        
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      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 Section 45
        below
        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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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.

       

      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).

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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.

       

      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 possession of
        or
        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.

       

      
        
          
          

        

        
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      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.

       

      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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      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.

       

      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.

       

      
        
          
          

        

        
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      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 MORTGAGED PROPERTY IS LOCATED. 

       

      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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

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

       

      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 Mortgage, 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 Mortgage.
        Furthermore, in the event that any prior provisions of this Mortgage 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 Mortgaged
        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
        Mortgaged 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
        Mortgaged Property. In the event of a public sale, the Mortgaged 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
        MORTGAGE 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 Mortgage 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
        Mortgage 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 Mortgage and the other Loan Documents shall
        have
        the same priority as if the future advance was made on the date that this
        Mortgage was recorded. 

       

      55.  Contemporaneous
        Mortgages.
        THIS
        MORTGAGE IS MADE CONTEMPORANEOUSLY WITH THE OTHER MORTGAGES DATED AS OF THE
        DATE
        HEREOF GIVEN BY ADDITIONAL BORROWERS TO MORTGAGEE, COVERING PROPERTIES LOCATED
        IN THE STATE OF MICHIGAN (the “Other
        Mortgages”).
        The
        Other Mortgages 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 Mortgages 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 Mortgages marshalled upon any foreclosure of this Mortgage or the Other
        Mortgages. 

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK; 

      SIGNATURE
        PAGE FOLLOWS]

       

       

      
        
          
          

        

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

       

      
        
          
            
              
                
                  	 	MORTGAGOR:
	 	 	 
	 	
                          MACOMB
                            MANOR MI LLC,
                            a
                            Delaware limited liability company 

                        
	 
 	 	 
	 	By:  	LVP
                          Michigan Multifamily Portfolio LLC, a Delaware limited
                          liability company,
                          
	 	 	its sole Managing Member


                

                 

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


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      ACKNOWLEDGMENT

      


       

      STATE
        OF
        ____________________)

                   
         : ss.:

      COUNTY
        OF
        __________________):
        


       

      The
        foregoing instrument was acknowledged before me in the County of _____________,
        State of ________________________ this _____ day of _________, 2006, by David
        Lichtenstein, the President of LVP Michigan Multifamily Portfolio LLC, a
        Delaware limited liability company, the Managing Member of Macomb Manor 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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Macomb
        Manor

      19700
        Masonic Blvd.

      Roseville,
        Michigan

       

      EXHIBIT
        A


       

      Legal
        Description of Premises

       

      


      A
        parcel
        of land located and being a part of the South 1/2 of Section 4, Town 1 North,
        Range 13 East, City of Roseville, Macomb County, Michigan and being more
        particularly described as follows: Beginning at a point 33.00 feet, South
        01
        degrees 19 minutes 15 seconds West of the center post of said Section 4 and
        thence extending South 88 degrees 02 minutes 30 seconds East, 973.81 feet;
        thence South 01 degrees 08 minutes West, 201.46 feet; thence North 88 degrees
        34
        minutes 20 seconds West, 31.51 feet; thence South 28 degrees 39 minutes 00
        seconds West, 359.81 feet; thence North 88 degrees 30 minutes 30 seconds
        West,
        980.41 feet; thence North 02 degrees 37 minutes 00 seconds East, 526.98 feet;
        thence South 89 degrees 19 minutes East, 190.80 feet to point of
        beginning.

      


      Tax
        Identification No. : 14-04-401-019