Common use of Events of Default and Certain Remedies Clause in Contracts

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “Event of Default” shall occur under the Loan Agreement; or (b) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (c) if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers material; or if the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior consent; or (f) except as provided in Section 12.06 of the Loan Agreement, if Mortgagor shall transfer (or suffer or permit the transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “transfer” shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or under the Loan Agreement and (ii) any sale, conveyance, pledge, transfer or other disposition, directly or indirectly, of beneficial interests in Mortgagor. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial interests in TRG; or (g) if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and Borrowers, may declare the entire principal of the Notes then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or Guaranty. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor Notes, the Loan Agreement, Guaranty or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “Event of Default” shall occur under the Loan AgreementAgreement (as such quoted term is defined therein); or (b) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (c) if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers material; or if the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior consent; or (f) except as provided in Section 12.06 of the Loan Agreement, if Mortgagor shall transfer (or suffer or permit the transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “transfer” shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or under the Loan Agreement and (ii) any sale, conveyance, pledge, transfer or other disposition, directly or indirectly, of beneficial interests in Mortgagor. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial interests in TRG; or (g) if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and Borrowers, may declare the entire principal of the Notes then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or Guaranty. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor Notes, the Loan Agreement, Guaranty or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “Event of Default” shall occur under the Loan Agreement; or (b) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (c) if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers material; or if the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior consent; or (f) except as provided in Section 12.06 of the Loan Agreement, if Mortgagor shall transfer (or suffer or permit the transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “transfer” shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or under the Loan Agreement and (ii) any sale, conveyance, pledge, transfer or other disposition, directly or indirectly, of beneficial interests in Mortgagor. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial interests in TRGMortgagor; or (gf) if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of Mortgagor’s obligations under the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time.; or (g) if Mortgagor files for record a notice pursuant to Section 697.04, Florida Statutes, limiting the maximum principal amount that may be secured by this Mortgage; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and Borrowers, may declare the entire principal of the Mortgagor Notes then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty Notes or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or GuarantyAgreement. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor Notes, the Loan Agreement, Guaranty Agreement or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “Event (i) default shall be made in the payment of Default” any principal under the Note when and as the same becomes due and payable, whether by maturity or by acceleration or otherwise, as herein or in the Note or Loan Agreement provided; or (ii) default shall occur be made in the payment of any interest, fees, Additional Interest or other sums under the Note or the Loan Agreement, in any such case, when and as the same shall become due and payable, whether as part of any payment or prepayment or otherwise, in each case, as herein or in the Note or Loan Agreement provided, and such default shall have continued for a period of ten (10) days; or or (biii) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty twenty-five (2025) days; or (b) if default shall be made in the due observance or performance of any covenant, condition or agreement in the Note, the Loan Agreement, this Mortgage, any guaranty executed by Guarantor or in any other document executed or delivered to Mortgagee or Lenders in connection with the Loan (other than any such covenant, condition or agreement specifically provided for elsewhere in this Section 2.01), and such default shall have continued for a period of thirty (30) days after notice thereof shall have been given to Mortgagor by Mortgagee, or, in the case of such other documents, such xxxxxxx xxxxx period, if any, as may be provided for therein; provided, however, that Mortgagor shall have such additional time in which to cure such default as is reasonably necessary if, by the reason of the nature thereof, such default cannot be cured by the payment of money and cannot by due diligence be wholly cured within said thirty (30) day period and Mortgagor has made diligent efforts to cure such default within the period aforesaid and thereafter prosecutes the curing of such default diligently and continuously to a cure within ninety (90) days thereafter, provided, further, that in no event shall such default result in an extension of the Maturity Date; or (c) if any representation or warranty made by Mortgagor in Section 1.01 shall be incorrect, or if any other representation or warranty made by Mortgagor or Guarantor to Mortgagee or Lenders in this Mortgage, the Loan Agreement, any guaranty executed by Guarantor, or in any other document, certificate or statement executed or delivered to Mortgagee or Lenders in connection with the Loan shall be incorrect in any material respect when made and not corrected within thirty (30) days after written notice from Mortgagee; or (d) if by order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Mortgaged Property or any part thereof, or of Mortgagor shall be appointed and such order shall not be discharged or dismissed within ninety (90) days after such appointment; or (e) if Mortgagor shall file a petition in bankruptcy or for an arrangement or for reorganization pursuant to the Federal Bankruptcy Act or any similar federal or state law, or if, by decree of a court of competent jurisdiction, Mortgagor shall be adjudicated a bankrupt, or be declared insolvent, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or receivers of all or any part of its property; or (f) if any of the creditors of Mortgagor shall file a petition in bankruptcy against Mortgagor or for reorganization of Mortgagor pursuant to the Federal Bankruptcy Act or any similar federal or state law, and if such petition shall not be discharged or dismissed within ninety (90) days after the date on which such petition was filed; or (g) if final judgment for the payment of money in excess of $1,000,000 shall be rendered against Mortgagor and Mortgagor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal; or (h) if any of the events enumerated in clauses (d) through (g) of this Section 2.01 shall happen to Guarantor or any of its property (except (g) shall be modified to require a $5,000,000 judgment); or (i) if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury lawslaws and in either case, the Loan is not repaid in full within sixty (60) days of Mortgagee's notification thereof to Mortgagor (without the necessity of payment of the Prepayment Fee and without interest accruing at the Default Rate during such sixty (60) day period); or (dj) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (ek) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under any of the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers materialDocuments; or if any of the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material Documents is amended, modifiedmodified or supplemented in any material respect adverse to the Mortgaged Property, supplemented or is terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s 's prior consent; or (fl) if, except as provided in Section 12.06 of contemplated or permitted by the Loan Agreement, if this Mortgage or the other Loan Documents, Mortgagor shall transfer (or suffer or permit the transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required BanksLenders. As used in this clause, “"transfer” " shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto (subject to Section 1.14(e) hereof) and to all advances made and to be made hereunder or, in the event Mortgagor or under Guarantor (or a general partner, member or co-venturer of either of them) is a partnership, joint venture, limited liability company, trust or closely-held corporation, the Loan Agreement and (ii) any sale, conveyance, pledgetransfer or other disposition of more than 10%, in the aggregate, of any class of the issued and outstanding capital stock of such closely-held corporation or of the beneficial interest of such partnership, venture, limited liability company or trust, or a change of any general partner, joint venturer, member or beneficiary, as the case may be, or, in the event Mortgagor or Guarantor (or a general partner, co-venturer, member or beneficiary, as the case may be, of either of them) is a publicly-held corporation, the sale, conveyance, transfer or other dispositiondisposition of more than 10%, directly or indirectlyin the aggregate, of beneficial interests the stock-holdings of any of the five (5) individuals or entities that own the greatest number of shares of each class of issued and outstanding stock. In the event Mortgagor or Guarantor is a limited partnership, and so long as a limited partner has contributed to (or remains personally liable for) the present and future partnership capital contributions required of such limited partner by the partnership agreement, such partner may sell, convey, devise, transfer or dispose of all or a part of his limited partnership interest to his spouse, children, grandchildren or a family trust in Mortgagorwhich his spouse, children or grandchildren are sole beneficiaries. Notwithstanding the foregoing provisions foregoing, any transfer or transfers permitted under Section 6.12 of this clause (f), consent the Loan Agreement shall not be required for direct constitute or indirect sales, conveyances, pledges, transfers or other dispositions cause an Event of beneficial interests in TRGDefault hereunder; or (gm) if Mortgagor if, except as contemplated or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of permitted by the Loan Agreement, this Mortgage or on Mortgagee’s consent) to the other Loan Documents, Mortgagor shall encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, therein (including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premisesrights) without, in any such case, the prior written consent of the Required BanksLenders. As used in this clause, “"encumber” " shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. device (The the Required Banks Lenders may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan, and, if a transfer, any such transferee shall assume all of Mortgagor's obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time); then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and BorrowersMortgagor, may declare the entire principal of the Notes Note then outstanding (if not then due and payable), and all accrued and unpaid interest interest, Additional Interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes Note and said accrued and unpaid interest interest, Additional Interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty Note or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s 's attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid, may complete the construction of the Improvements and in the course of such completion may make such changes in the contemplated Improvements as it may deem desirable and may insure the same; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem deem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s 's statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s 's statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity Mortgagor disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s 's obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes Note and the interest thereonthereon and Additional Interest, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or GuarantyAgreement. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee)law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor NotesNote, the Loan Agreement, Guaranty Agreement or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or --------------------------------------- more of the following Events of Default shall happen, that is to say: (a) if an “"Event of Default” " shall occur under the Loan AgreementAgreement (as such quoted term is defined therein); or (b) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (c) if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under any of the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers materialDocuments; or if any of the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material Documents is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s 's prior consent; or (f) except as provided in and to the extent permitted by Section 12.06 11.09 of the Loan Agreement, if Mortgagor shall transfer, or agree to transfer (or suffer or permit the transfer or agreement to transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “"transfer” " shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or, in the event Mortgagor or under Guarantor (or a general partner or co-venturer of either of them) is a partnership, joint venture, limited liability company, trust or closely-held corporation, the Loan Agreement and (ii) any sale, conveyance, pledgetransfer or other disposition of more than 10%, in the aggregate, of any class of the issued and outstanding capital stock of such closely-held corporation or of the beneficial interest of such partnership, venture, limited liability company or trust, or a change of any general partner, joint venturer, member or beneficiary, as the case may be, or, in the event Mortgagor or Guarantor (or a general partner, co-venturer, member or beneficiary, as the case may be, of either of them) is a publicly-held corporation, the sale, conveyance, transfer or other dispositiondisposition of more than 10%, directly or indirectlyin the aggregate, of beneficial interests the stock-holdings of any of the five (5) individuals or entities that own the greatest number of shares of each class of issued and outstanding stock. In the event Mortgagor or Guarantor is a limited partnership, and so long as a limited partner has contributed to (or remains personally liable for) the present and future partnership capital contributions required of such limited partner by the partnership agreement, such partner may sell, convey, devise, transfer or dispose of all or a part of his limited partnership interest to his spouse, children, grandchildren or a family trust in Mortgagorwhich his spouse, children or grandchildren are sole beneficiaries. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial partnership interests in TRGMortgagor so long as, following any such transfer, The Taubman Realty Group Limited Partnership remains the managing general partner of Mortgagor and the owner of at least a 50% beneficial interest therein; or (g) if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “"encumber” " shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan, and, if a transfer, any such transferee shall assume all of Mortgagor's obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time; ). then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and BorrowersMortgagor, may declare the entire principal of the Notes Note then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes Note and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty Note or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s 's attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid, may complete the construction of the Improvements and in the course of such completion may make such changes in the contemplated Improvements as it may deem desirable and may insure the same; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s 's statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s 's statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity Mortgagor disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s 's obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the ----- principal of the Mortgagor Notes Note and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by ------ Mortgagor or Borrowers hereunder or under the Loan Agreement or GuarantyAgreement. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee)law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor NotesNote, the Loan Agreement, Guaranty Agreement or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “Event (i) default shall be made in the payment of Default” shall occur any principal, interest, fees or other sums under the Loan Agreement; or Note, in any such case, when and as the same shall become due and payable, whether at maturity or by acceleration or as part of any payment or prepayment or otherwise, in each case, as herein or in the Note provided, and such default shall have continued for a period of ten (b10) if days or (ii) default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (cb) if it default shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result made in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust due observance or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers material; or if the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior consent; or (f) except as provided in Section 12.06 of the Loan Agreement, if Mortgagor shall transfer (or suffer or permit the transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “transfer” shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or under the Loan Agreement and (ii) any sale, conveyance, pledge, transfer or other disposition, directly or indirectly, of beneficial interests in Mortgagor. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial interests in TRG; or (g) if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and Borrowers, may declare the entire principal of the Notes then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or Guaranty. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note, this Mortgage or in any other document executed or delivered to Mortgagee in connection with the Loan, and such default shall have continued for a period of thirty (30) days after notice thereof shall have been given to Mortgagor Notesby Mortgagee, or, in the Loan Agreementcase of such other documents, Guaranty such sxxxxxx xxxxx period, if any, as may be provided for therein; or (c) if any representation or hereinwarranty made by Mortgagor in Section 1.01 shall be incorrect, or if any other representation or warranty made to Mortgagee in this Mortgage, or in aid any other document, certificate or statement executed or delivered to Mortgagee in connection with the Loan shall be incorrect in any material respect when made or remade; or (d) if by order of a court of competent jurisdiction, a trustee, receiver or liquidator of the execution Mortgaged Property or any part thereof, or of Mortgagor shall be appointed and such order shall not be discharged or dismissed within sixty (60) days after such appointment; or (e) if Mortgagor shall file a petition in bankruptcy or for an arrangement or for reorganization pursuant to the Federal Bankruptcy Act or any power herein similar federal or state law, or if, by decree of a court of competent jurisdiction, Mortgagor shall be adjudicated a bankrupt, or be declared insolvent, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or receivers of all or any part of its property; or (f) if any of the creditors of Mortgagor shall file a petition in bankruptcy against Mortgagor or for reorganization of Mortgagor pursuant to the Federal Bankruptcy Act or any similar federal or state law, and if such petition shall not be discharged or dismissed within sixty (60) days after the date on which such petition was filed; or (g) if final judgment for the payment of money shall be rendered against Mortgagor and Mortgagor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or for any foreclosure hereunderentered, or for the enforcement and secure a stay of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.execution pending such appeal; or

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “Event of Default” shall occur under the Loan Agreement; or (b) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (c) if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under the REA or under any other Premises Document which Mortgagee has notified Mortgagor that it considers material; or if the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior consent; or (f) except as provided in Section 12.06 of the Loan Agreement, if Mortgagor shall transfer (or suffer or permit the transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “transfer” shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or under the Loan Agreement and (ii) any sale, conveyance, pledge, transfer or other disposition, directly or indirectly, of beneficial interests in Mortgagor. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial interests in TRG; or (gf) if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of Mortgagor’s obligations under the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in any such case, the prior written consent of the Required Banks. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time.; or (g) if Mortgagor files for record a notice pursuant to Section 697.04, Florida Statutes, limiting the maximum principal amount that may be secured by this Mortgage; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and Borrowers, may declare the entire principal of the Notes then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or the Guaranty. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor Notes, the Loan Agreement, the Guaranty or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: (a) if an “"Event of Default” " shall occur under the Loan AgreementAgreement (as such quoted term is defined therein); or (b) if default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty (20) days; or (c) if it shall be illegal for Mortgagor Grantor or Borrowers Guarantor to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor Grantor or Borrowers Guarantor would result in the violation of applicable usury laws; or (d) if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor Grantor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgageeor for the benefit of Beneficiary; or (e) if there shall occur a material default by Mortgagor Grantor which is not cured within the applicable grace period, if any, under the REA REA, the Master Agreement, the Parking Lease or under any other Premises Document which Mortgagee Beneficiary has notified Mortgagor Grantor that it Beneficiary considers material; or if the REA REA, the Master Agreement, the Parking Lease or any other Premises Document which Mortgagee Beneficiary has notified Mortgagor Grantor that it Beneficiary considers material is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s Beneficiary's prior consent, such consent not to be unreasonably withheld or delayed; or (f) except as provided in and to the extent permitted by Section 12.06 9.26 of the Loan Agreement, if Mortgagor Grantor shall transfer, or agree to transfer (or suffer or permit the transfer or agreement to transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the prior written consent of the Required BanksLenders. As used in this clause, “"transfer” " shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or, in the event Grantor or under Guarantor (or a general partner or co-venturer of either of them) is a partnership, joint venture, limited liability company, trust or closely-held corporation, the Loan Agreement and (ii) any sale, conveyance, pledgetransfer or other disposition of more than 10%, in the aggregate, of any class of the issued and outstanding capital stock of such closely-held corporation or of the beneficial interest of such partnership, venture, limited liability company or trust, or a change of any general partner, joint venturer, member or beneficiary, as the case may be, or, in the event Grantor or Guarantor (or a general partner, co-venturer, member or beneficiary, as the case may be, of either of them) is a publicly-held corporation, the sale, conveyance, transfer or other dispositiondisposition of more than 10%, directly or indirectlyin the aggregate, of beneficial interests the stock-holdings of any of the five (5) individuals or entities that own the greatest number of shares of each class of issued and outstanding stock. In the event Grantor or Guarantor is a limited partnership, and so long as a limited partner has contributed to (or remains personally liable for) the present and future partnership capital contributions required of such limited partner by the partnership agreement, such partner may sell, convey, devise, transfer or dispose of all or a part of his limited partnership interest to his spouse, children, grandchildren or a family trust in Mortgagorwhich his spouse, children or grandchildren are sole beneficiaries. Notwithstanding the foregoing provisions of this clause (f), consent shall not be required for (x) direct or indirect sales, conveyances, pledges, transfers or other dispositions of beneficial interests in TRG; or Guarantor and (gy) if Mortgagor or TRG shall encumbertransfers of partnership interests in Grantor so long as, or agree (other than an agreement conditioned on full repayment and termination of the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premises) without, in following any such casetransfer, the prior written consent of the Required Banks. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks may grant or deny their consent under this clause (g) and the immediately preceding clause (f) in their sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding the foregoing, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consent, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one time; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and Borrowers, may declare the entire principal of the Notes then outstanding (if not then due and payable), and all accrued and unpaid interest and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes and said accrued and unpaid interest and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes and the interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or Guaranty. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (the power of sale to sell at public auction in accordance with MCL §600.3201 et seq. by judicial action pursuant to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgagee), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; Guarantor or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor Notes, the Loan Agreement, Guaranty or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

Events of Default and Certain Remedies. If one or more of the following Events of Default shall happen, that is to say: : if (ai) if an “Event default shall be made in the payment of Default” shall occur any principal, interest, Additional Interest, fees or other sums under the Loan Agreement; or Note, in any such case, when and as the same shall become due and payable, whether at maturity or by acceleration or as part of any payment or prepayment or otherwise, in each case, as herein or in the Note provided, and such default shall have continued for a period of ten (b10) if days or (ii) default shall be made in the payment of any tax or other charge required by Section 1.07 to be paid and said default shall have continued for a period of twenty thirty (2030) days; or if default shall be made in the due observance or performance of any covenant, condition or agreement in the Note, this Mortgage, any guaranty executed by Guarantor or in any other document executed or delivered to Mortgagee in connection with the Loan (other than any such covenant, condition or agreement specifically provided for elsewhere in this Section 2.01), and such default shall have continued for a period of thirty (30) days after notice thereof shall have been given to Mortgagor by Mortgagee, provided, however, if such default is not susceptible of being cured within such thirty (30) day period and Mortgagor has commenced such cure within such thirty (30) day period is diligently pursuing such cure to Mortgagee’s satisfaction, such thirty (30) day cure period shall be extended, but in no event shall such cure period exceed sixty (60) days, or , in the case of such other documents, such xxxxxxx xxxxx period, if any, as may be provided for therein; or if any material representation or warranty made by Mortgagor in Section 1.01 shall be incorrect, or if any other material representation or warranty made to Mortgagee in this Mortgage, any guaranty executed by Guarantor, or in any other document, certificate or statement executed or delivered to Mortgagee in connection with the Loan shall be incorrect in any material respect when made or remade; or if by order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Mortgaged Property or any part thereof, or of Mortgagor shall be appointed and such order shall not be discharged or dismissed within ninety (c90) days after such appointment; or if Mortgagor shall file a petition in bankruptcy or for an arrangement or for reorganization pursuant to the Federal Bankruptcy Act or any similar federal or state law, or if, by decree of a court of competent jurisdiction, Mortgagor shall be adjudicated a bankrupt, or be declared insolvent, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or receivers of all or any part of its property; or if any of the creditors of Mortgagor shall file a petition in bankruptcy against Mortgagor or for reorganization of Mortgagor pursuant to the Federal Bankruptcy Act or any similar federal or state law, and if such petition shall not be discharged or dismissed within ninety (90) days after the date on which such petition was filed; or if final judgment for the payment of money shall be rendered against Mortgagor in excess of Five Hundred Thousand Dollars ($500,000) and Mortgagor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution or bond over such judgment by a commercially acceptable bonding company pending such appeal; or if any of the events enumerated in clauses (d) through (g) of this Section 2.01 shall happen to Guarantor or any of its property; or if it shall be illegal for Mortgagor or Borrowers to pay any tax referred to in Section 1.08 or if the payment of such tax by Mortgagor or Borrowers would result in the violation of applicable usury laws; or (d) or if there shall occur a default which is not cured within the applicable grace period, if any, under any mortgage, deed of trust or other security instrument covering all or part of the Mortgaged Property regardless of whether any such mortgage, deed of trust or other security instrument is prior or subordinate hereto; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such mortgage, deed of trust or other security instrument held by Mortgagee; or (e) or if there shall occur a material default by Mortgagor which is not cured within the applicable grace period, if any, under or, if Mortgagor shall be entitled pursuant to the REA or relevant Premises Documents to contest such default, if such default is contested pursuant to the applicable Premises Documents and such contest is resolved adversely to Mortgagor, under any other of the Premises Document which Mortgagee has notified Mortgagor that it considers materialDocuments; or if any of the REA or any other Premises Document which Mortgagee has notified Mortgagor that it considers material Documents is amended, modified, supplemented or terminated (other than as may be permitted by the Loan Agreement) without Mortgagee’s prior consent; or (f) except as provided in Section 12.06 of the Loan Agreement, or if Mortgagor shall transfer, or agree to transfer (or suffer or permit the transfer or agreement to transfer), in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein (including air or development rights) without, in any such case, the Mortgagee’s prior written consent of the Required Banksconsent. As used in this clause, “transfer” shall include, without limitation, (i) any sale, assignment, lease or conveyance except leases for occupancy subordinate hereto and to all advances made and to be made hereunder or, in the event Mortgagor or under Guarantor (or a general partner, member or co-venturer of either of them) is a partnership, joint venture, limited liability company, trust or closely-held corporation, the Loan Agreement and (ii) any sale, conveyance, pledgetransfer or other disposition of more than 10%, in the aggregate, of any class of the issued and outstanding capital stock of such closely-held corporation or of the beneficial interest of such partnership, venture, limited liability company or trust, or a change of any general partner, joint venturer, member or beneficiary, as the case may be, or, in the event Mortgagor or Guarantor (or a general partner, co-venturer, member or beneficiary, as the case may be, of either of them) is a publicly-held corporation, the sale, conveyance, transfer or other dispositiondisposition of more than 10%, directly or indirectlyin the aggregate, of beneficial the stock-holdings of any of the five (5) individuals or entities that own the greatest number of shares of each class of issued and outstanding stock, or effectuates or permits a reduction in the aggregate direct and indirect ownership interests of Guarantor in Mortgagor below that currently held by Guarantor, or effectuates or causes Guarantor to fail to control the managing member of Mortgagor, or effectuates or permits a transfer of the controlling interest in Mortgagor, other than to an entity owned and controlled by Guarantor. Notwithstanding In the foregoing provisions event Mortgagor or Guarantor is a limited partnership, and so long as a limited partner has contributed to (or remains personally liable for) the present and future partnership capital contributions required of this clause (f)such limited partner by the partnership agreement, consent shall not be required for direct such partner may sell, convey, devise, transfer or indirect salesdispose of all or a part of his limited partnership interest to his spouse, conveyanceschildren, pledgesgrandchildren or a family trust in which his spouse, transfers children or other dispositions of beneficial interests in TRGgrandchildren are sole beneficiaries; or (g) or if Mortgagor or TRG shall encumber, or agree (other than an agreement conditioned on full repayment and termination of the Loan or on Mortgagee’s consent) to encumber, in any manner, either voluntarily or involuntarily, by operation of law or otherwise, all or any portion of the Mortgaged Property, or any interest or rights therein, therein (including air or development rights (other than the granting of leases in accordance with the provisions hereof and of the Loan Agreement and the granting of easements designed to service the Premisesrights) without, in any such case, the Mortgagee’s prior written consent of the Required Banksconsent. As used in this clause, “encumber” shall include, without limitation, the placing or permitting the placing of any mortgage, deed of trust, assignment of rents or other security device. (The Required Banks Mortgagee may grant or deny their its consent under this clause (g) and the immediately preceding clause (f) in their its sole discretion and, if consent should be given, any such transfer or encumbrance shall be subject hereto and to any other documents which evidence or secure the Loan, and, if a transfer, any such transferee shall assume all of Mortgagor’s obligations hereunder and thereunder and agree to be bound by all provisions and perform all obligations contained herein and therein; and consent to one such transfer or encumbrance shall not be deemed to be a waiver of the right to require consent to future or successive transfers or encumbrances.) Notwithstanding ); or if there shall occur a default under the foregoingHedging Agreement that is not cured within the applicable grace or cure period, Mortgagor will be permitted to enter into personal property equipment/fixtures financing agreements without consentif any, provided that said financings do not exceed $5,000,000 outstanding in the aggregate at any one timethereunder; then and in every such case: I. During the continuance of any such Event of Default, Mortgagee, by notice to Mortgagor and BorrowersMortgagor, may declare the entire principal of the Notes Note then outstanding (if not then due and payable), and all accrued and unpaid interest interest, Additional Interest, and other sums in respect thereof, to be due and payable immediately, and upon any such declaration the principal of the Mortgagor Notes Note and said accrued and unpaid interest interest, Additional Interest, and other sums shall become and be immediately due and payable, anything herein or in the Mortgagor Notes, the Guaranty or the Loan Agreement Note to the contrary notwithstanding. II. During the continuance of any such Event of Default, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and is hereby given a right and license and appointed Mortgagor’s attorney-in-fact and exclusive agent to do so, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgaged Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid; and likewise, from time to time, at the expense of the Mortgaged Property, Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem deem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive the Rents and every part thereof, all of which shall for all purposes constitute property of Mortgagor; and in furtherance of such right Mortgagee may collect the rents payable under all leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all rents due and to become due under its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor, Borrowers or any other person or entity Mortgagor disputing the existence of an Event of Default such that the payment of rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the lease for the payment of rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Mortgagor Notes Note and the interest and Additional Interest thereon, when and as the same shall become payable and in such order and proportions as Mortgagee shall elect and second, to the payment of any other sums required to be paid by Mortgagor or Borrowers hereunder or under the Loan Agreement or Guarantyhereunder. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (1) sell the Mortgaged Property to the extent permitted and pursuant to the procedures provided by law (including, without limitation, if all or any part of the power Premises is located in the State of sale to sell at public auction New York, in accordance with MCL §600.3201 et seq. by judicial action pursuant Article 14 of the New York Real Property Actions and Proceedings Law, regarding which Mortgagor hereby consents and agrees that notices thereunder (including notices of sale) may be given to MCL §600.3101 et seq. being hereby expressly granted by Mortgagor to Mortgageein any of the manners specified for the giving of notices set forth in Section 3.06), and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one (1) or more sales as an entity or in parcels or parts, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute proceedings for the complete or partial foreclosure hereof; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Mortgagor NotesNote, the Loan Agreement, Guaranty or herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN CONNECTION THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICES REQUIRED BY APPLICABLE LAW IS TO PUBLISH NOTICES IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR HEREBY WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED TO A HEARING PRIOR TO SALE IN CONNECTION WITH THE ABOVE-MENTIONED FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.