AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS

ALEXANDER’S REGO SHOPPING CENTER, INC.,
a Delaware corporation

AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, FIXTURE
FILING AND ASSIGNMENT OF LEASES AND RENTS

_______________________________________

This instrument affects real and personal property commonly
known as 96-05 Queens Boulevard, Queens, New York, having a
tax map designation of Block 2084, Lot 101 in the County of Queens.

_______________________________________

AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING
AND ASSIGNMENT OF LEASES AND RENTS

     THIS AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS (this “ Mortgage ”) made as of March 10, 2009 by ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation having an office and a mailing address at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 ( Mortgagor ”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association having a place of business and a mailing address at One Post Office Square, 29 ^th Floor, Boston, Massachusetts 02109 (“ Mortgagee ”).

     WHEREAS, Mortgagor is the owner of fee title to a parcel of land situated in the Borough of Queens, County of Queens, State of New York, being more particularly described in Schedule A attached hereto and incorporated herein, together with the building, structures and improvements situated thereon, being commonly known as 96-05 Queens Boulevard; and

     WHEREAS, Mortgagee is the holder of that certain Amended, Restated and Consolidated Mortgage and Security Agreement dated May 12, 1999 by and between Mortgagor and The Chase Manhattan Bank, recorded on June 7, 1999 in Reel 5263, Page 2302, in the Office of the City Register of the City of New York, Queens County, and assigned to State Street Bank and Trust Company, as Trustee for the Registered Holders of Chase Manhattan Bank-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass Though Certificates Series, 1999-1, pursuant to an Assignment of Mortgages dated October 10, 2000 and recorded November 22, 2000 in Reel 5727, Page 0118 in the Office of the City Register of the City of New York, Queens County, and assigned on or about the date hereof to Mortgagee (the “ Existing Mortgage ”); and

     WHEREAS, the Existing Mortgage consolidates a certain Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement dated March 29, 1995, recorded on March 30, 1995 in Reel 4097, Page 746 in the Office of the City Register of the City of New York, Queens County and a certain Project Loan Mortgage, Assignment of Leases and Rents and Security Agreement dated March 29, 1995 and recorded on March 30, 1995 in Reel 4097, Page 780 in the Office of the City Register of the City of New York, Queens County, which consolidated mortgages and assignments thereof are set forth on Exhibit A hereto, to for a single lien in the amount of $82,000,000.00; and

     WHEREAS, Mortgagee is the owner and holder of the notes secured by the Existing Mortgage (collectively, the “ Existing Note ”); and

     WHEREAS, Mortgagor acknowledges and certifies that, as of the date hereof, there is due and owing on the Existing Note, and secured by the Existing Mortgage, the unpaid principal amount of $78,245,641.77, interest having been paid in full through the date hereof;

     WHEREAS, Mortgagor acknowledges and certifies that, as of the date hereof, there are no defenses or offsets to the Existing Note or the Existing Mortgage; and

     WHEREAS, it has been agreed by and between Mortgagor and Mortgagee that the Existing Note shall be amended and restated in its entirety pursuant to the terms of the Note (as hereinafter defined) and that the Existing Mortgage shall be amended and restated in its entirety as hereinafter set forth.

NOW, THEREFORE, TO SECURE THE PAYMENT when and as due of the sum of SEVENTY EIGHT MILLION TWO HUNDRED FORTY FIVE THOUSAND SIX HUNDRED FORTY ONE DOLLARS AND 77/100 DOLLARS ($78,245,641.77) or so much thereof as may be advanced (the “ Loan ”) pursuant to the terms of that certain Loan Agreement of even date herewith between Mortgagor and Mortgagee (as the same may be amended, restated or supplemented from time to time, the “ Loan Agreement ”), together with interest thereon to be paid according to the terms of the Loan Agreement and the Note, together with all other sums recoverable by Mortgagee under the terms of the Loan Documents (as hereinafter defined), including, without limitation, interest, default interest, late charges, prepayment premiums and any sums advanced by Mortgagee in accordance with the Loan Documents to protect or preserve the Mortgaged Property, together with all existing and future liabilities of Mortgagor to Mortgagee under the Loan Documents, together with all existing and future liabilities of Mortgagor to Mortgagee, if any, under any instrument, document or agreement which now or hereafter evidences an interest rate hedge agreement, if any (said indebtedness and interest due under the Note and all other sums due hereunder, under the Note and the other Loan Documents, or under any interest rate hedge agreement are herein being hereinafter collectively referred to as the “ Indebtedness ”); and to secure the full and prompt performance of each obligation of Mortgagor contained herein or in the Loan Documents, Mortgagor has mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned, and hypothecated and by these presents does hereby mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Mortgagee the following:

     (A)      All of Mortgagor’s right, title and interest in and to the following described premises situated in the Borough of Queens, County of Queens, State of New York, to wit: The land described in detail in Schedule A (the “ Land ”) which is attached hereto and incorporated herein and made a part of this document for all purposes.

     (B)      TOGETHER WITH all of Mortgagor’s right, title and interest in and to (1) all the buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land, and (2) all building materials, supplies and other property stored at or delivered to the Land or any other location for incorporation into any of the aforesaid buildings, structures and improvements, and (3) all fixtures, machinery, appliances, equipment, furniture and personal property of every nature whatsoever located in or on, or attached to, and used or intended to be used in connection with or with the operation of, the Land, any such buildings, structures or other improvements, or in connection with any construction being conducted or which may be conducted thereon (including, but not limited to, any and all such appliances;

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furniture; carpeting; floor coverings; draperies; window coverings; furnishings; fences; partitions; generators; doors; windows; millwork; overhead doors; screens; storm windows and doors; locks; hardware; shades; awnings; motors; engines; boilers; tanks; water heaters; pumps; furnaces; heat registers; radiators; thermostats; plumbing; sinks; water closets; basins; faucets; elevators; switchboards; cleaning, vacuum and sprinkler systems; fire extinguishing apparatus and equipment; water tanks; lighting, heating, ventilating, air conditioning and air cooling systems, facilities, units, apparatus and equipment; incinerating, communicating and refrigerating equipment; water, gas, telephone and electric supply fixtures, machinery, ducts, piping, wiring, conduits, appurtenances and equipment; alarm and security systems; electronic intercommunication system; maintenance and cleaning equipment and supplies; lumber, insulation, structural steel, roofing, flooring, concrete panels, cement, blocks, bricks, stone, paint, nails, screws, and all other construction and building materials (including, but not limited to, those acquired by Mortgagor and stored in warehouses with Mortgagee’s approval) and parking lot lighting), and all extensions, additions, improvements, betterments, renewals, substitutions and replacements to any of the foregoing, and all right, title and interest of Mortgagor in and to such personal property and fixtures, whether as owner, chattel lessee or otherwise, it being understood and agreed that all such personal property and fixtures are and at all times shall be part and parcel of the real property encumbered hereby and appropriated to the use thereof and, whether or not affixed or annexed to such real property, to the fullest extent permitted by law, are and at all times shall be conclusively deemed to be fixtures, a part of the real property and a part of the security provided hereby (all of the property described in this paragraph (B) being hereinafter collectively called the “ Improvements ”).

     (C) TOGETHER WITH all estate, right, title and interest of Mortgagor, of whatever character, whether now owned or hereafter acquired, in and to (1) all streets, roads and public places, open or proposed, in front of or adjoining the Land, and the land lying in the bed of such streets, roads and public places, and (2) all other sidewalks, alleys, ways, passages, water courses, strips and gores of land adjoining or used or intended to be used in connection with any of the property described in paragraphs (A) and (B) hereof, or any part of such property.

     (D) TOGETHER WITH all easements, rights-of-way and rights of use or passage, public or private, and all estates, interests, benefits, powers, rights (including, without limitation, any and all lateral support, drainage, slope, sewer, water, air, mineral, oil, gas and subsurface rights), privileges, licenses, profits, royalties, tenements, hereditaments, reversions and subreversions, remainders and subremainders and appurtenances whatsoever in any way belonging, relating or appertaining to any of the property described in paragraphs (A), (B) and (C) hereof, or any part of such property, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Mortgagor.

     (E) TOGETHER WITH, but subject to Borrower’s right hereby given to collect and use same so long as no Event of Default has occurred and is continuing, (1) any and all judgments, settlements, claims, awards, insurance proceeds and other proceeds and compensation, and interest thereon (collectively, “ Compensation ”), hereafter made or to be made or hereafter payable in connection with any casualty or other damage to the property described in paragraphs (A), (B), (C) and (D) hereof, any part of such property or any rights appurtenant thereto, or in connection with any condemnation proceedings affecting such property or rights or any taking under power of eminent domain (or any conveyance in lieu of or under

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threat of any such taking) of such property or rights, including, without limitation, any and all Compensation for change of grade of streets or any other injury to or decrease in the value of such property or rights, (2) any and all proceeds of any sales, assignments or other dispositions of such property or rights, (3) any and all refunds of insurance premiums, taxes, assessments, water charges, sewer rents or other impositions in respect of such property or rights, (4) all accounts receivable, contract rights, general intangibles, permits, licenses, approvals, actions and rights in action, including, without limitation, all rights to insurance proceeds and unearned or refunded insurance premiums arising from or relating to (a) any such property or rights, and (b) all rights, benefits and privileges of Mortgagor from time to time existing under or with respect to any and all contracts and agreements for planning or design of the Improvements, construction of the Improvements or supply of materials in connection with such construction (including but not limited to all soil tests, reports, appraisals, feasibility studies and engineering reports relating to the Land or the Improvements), and (5) all proceeds, products, replacements, additions, substitutions, renewals, accessions, accretions and relictions of and to such property or rights.

     (F) TOGETHER WITH all rents, royalties, issues, profits, revenues, income and other benefits to which Mortgagor may now or hereafter be entitled from the property described in paragraphs (A), (B), (C), (D) and (E) hereof or any part of such property, to be applied against the Indebtedness and other sums secured hereby; provided , however , that permission is hereby given to Mortgagor, so long as no Event of Default (as hereinafter defined) shall have occurred and be continuing, to collect and use such rents, royalties, issues, profits, revenues, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment shall be fully operative without any further action on the part of either party, and specifically Mortgagee shall be entitled, at its option upon the occurrence of an Event of Default, to all such rents, royalties, issues, profits, revenues, income and other benefits whether or not Mortgagee takes possession of such property. Upon the occurrence of an Event of Default, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenues, income and other benefits shall terminate. Neither the exercise of any rights under this paragraph by Mortgagee nor the application of any such rents, royalties, issues, profits, revenues, income or other benefits to the Indebtedness and other sums secured hereby, shall cure or waive any Event of Default or notice of any Event of Default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies.

     The foregoing provisions hereof shall constitute an absolute and present assignment of the rents, royalties, issues, profits, revenues, income and other benefits of or from the property described in paragraphs (A), (B), (C), (D), (E) and (F) hereof, or any part of such property, subject, however, to the conditional permission given to Mortgagor to collect and use such rents, royalties, issues, profits, revenues, income and other benefits as hereinabove provided; and the existence or exercise of such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and any such subsequent assignment by Mortgagor shall be subject to the rights of Mortgagee hereunder.

     (G) TOGETHER WITH all right, title and interest of Mortgagor in and to any and all leases, subleases, occupancy, purchase and sale or similar agreements (collectively, “leases”) now or hereafter on or affecting the property described in paragraphs (A), (B), (C), and

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(D) hereof, or any part of such property, together with all security therefor (including, without limitation, any and all right, title and interest of Mortgagor in and to property of any tenant or other party under any such lease, and all cash or security deposits, advance rentals and deposits or payments of a similar nature thereunder) and together with all moneys payable thereunder, and all books and records which reflect payments made under the leases and all security therefor, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rents, income and other benefits arising under any such lease. Mortgagee shall have and is hereby granted the right, at any time and from time to time after the occurrence and during the continuance of an Event of Default, to notify any lessee, sublessee, licensee, occupant or purchaser of the rights of Mortgagee as provided by this paragraph.

     (H) TOGETHER WITH any and all further or greater estate, right, title, interest, claim and demand whatsoever of Mortgagor, whether now owned or hereafter acquired, in or to any of the property described in the foregoing paragraphs or any rights or interests appurtenant thereto.

     All of the property described in paragraphs (A), (B), (C), (D), (E), (F), (G) and (H) above, and each item of property therein described, is herein referred to as the “Mortgaged Property.” Notwithstanding any contrary provision, the Mortgaged Property shall not be deemed to include the collateral under the Pledge Agreement (as defined in the Loan Agreement).

      TO HAVE AND TO HOLD the Mortgaged Property, with the privileges and appurtenances thereof, unto Mortgagee, its successors and assigns forever, to its and their own proper use and behoof.

      AND ALSO, Mortgagor, for itself and its successors and assigns, covenants with and warrants to, Mortgagee, its successors and assigns, that at and until the ensealing of these presents, Mortgagor is well seized of the Land, those Improvements constituting real property and all other real property intended to be encumbered by this Mortgage as a good indefeasible estate in fee simple, that Mortgagor has good and absolute title to all other Mortgaged Property, that Mortgagor has good right to give, grant, bargain, sell, assign and confirm the Mortgaged Property in manner and form as is above written, and that the Mortgaged Property is free and clear of all liens, encumbrances and exceptions to title whatsoever (except as set forth in Schedule B attached hereto and made a part hereof (hereinafter referred to as “ Permitted Encumbrances ”));

      AND FURTHERMORE, Mortgagor does by these presents bind itself, its administrators and its successors and assigns forever to WARRANT AND DEFEND the Mortgaged Property to Mortgagee, its successors and assigns, against all claims and demands whatsoever, except for the Permitted Encumbrances.

     THE CONDITION OF THIS MORTGAGE IS SUCH that:

      WHEREAS, this Mortgage secures, inter alia, present and future advances, if any, made by Mortgagee pursuant to the Loan Documents, up to a maximum principal amount of the Loan, together with all interest thereon. Notwithstanding anything contained herein to the contrary, the maximum amount of principal indebtedness secured by this Mortgage at the time of execution

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hereof or which any contingency may become secured by this Mortgage, at any time hereafter is $78,245,641.77 plus (a) taxes, charges or assessments which may be imposed by law upon the Mortgaged Property; (b) premiums on insurance policies covering the Mortgaged Property; (c) expenses incurred in upholding the lien of this Mortgage, including but not limited to (1) the expenses of any litigation to prosecute or defend the rights and lien created by this Mortgage, (2) any amount, cost or charges to which Mortgagee becomes subrogated, upon payment, whether under recognized principles of law or equity, or under express statutory authority, and (3) interest at the Default Rate.

      WHEREAS, Mortgagor represents and warrants that it has full power and authority to execute and deliver the Loan Agreement, the Note, this Mortgage and all other documents and instruments required of it by Mortgagee in connection with the making or giving of the Loan; and

     AND WHEREAS, Mortgagor covenants and agrees with Mortgagee as follows:

ARTICLE 1.

GENERAL COVENANTS AND WARRANTIES

     1.1 Performance of Mortgagor’s Obligations . Mortgagor shall duly, punctually and fully pay, do and perform all obligations and things on its part to be paid, done or performed under the Note, under this Mortgage, under the Loan Agreement and under any other instrument which refers to or secures the Note and under any instrument, document or agreement which now or hereafter evidences a interest rate hedge agreement, if any. Mortgagor shall promptly pay to Mortgagee when due all Indebtedness. Time is of the essence hereof subject to the notice, grace and cure periods provided in the Loan Documents.

     1.2 Representations and Warranties by Mortgagor . Mortgagor represents and warrants to Mortgagee, as follows:

     (a) Mortgagor is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and is duly qualified and is in good standing in all other jurisdictions (including New York) where the character and nature of its business requires such qualification.

     (b) Mortgagor is the lawful owner of and has good and marketable fee simple absolute title to the Mortgaged Property, subject to the Permitted Encumbrances. Mortgagor has good right and lawful authority to grant, bargain, sell, convey, warrant, assign and confirm the same as provided herein; and the Mortgaged Property is free and clear of all mortgages, liens, pledges, security interests, charges and encumbrances, excepting only Permitted Encumbrances. Mortgagor warrants and will defend the title to the Mortgaged Property against all claims and demands whatsoever, except Permitted Encumbrances and Permitted Transfers.

     (c) There is no provision in any indenture, contract or agreement, to which Mortgagor is a party or by which it is bound, or any law, statute, ordinance, governmental rule, regulation or restriction, or any order of any court or administrative agency, to which Mortgagor is subject or by which Mortgagor is bound, which prohibits the execution and delivery by Mortgagor of this Mortgage, the Note, the Loan Agreement or any other instruments which refer

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to, evidence, supplement, guarantee, secure or govern the Note or the Loan (as each of the same may be extended, renewed, modified, substituted or replaced, hereinafter collectively referred to as the “ Loan Documents ” and individually referred to as a “ Loan Document ”), or the performance or observance by Mortgagor of any of the terms, covenants or conditions of this Mortgage, the Note, the Loan Agreement or any other Loan Document.

     (d) Execution and delivery of this Mortgage, the Note, the Loan Agreement and the other Loan Documents, by and on behalf of Mortgagor, have been duly and validly authorized, and this Mortgage, the Note, the Loan Agreement and said other instruments have been duly and validly executed and delivered, by and on behalf of Mortgagor, and are valid, binding and enforceable obligations of Mortgagor in accordance with their terms.

     (e) There are no actions, suits, proceedings or investigations pending or, to the knowledge of Mortgagor, threatened against Mortgagor, any parent of Mortgagor or subsidiary of Mortgagor (hereinafter collectively referred to as “ Affiliates ”), or the Mortgaged Property in any court or before any federal, state, municipal or other governmental agency other than actions covered by insurance or actions which, if adversely determined, would not result in a Material Adverse Occurrence (as defined in the Loan Agreement), and neither Mortgagor nor any Affiliate is in default with respect to any order of any court or governmental agency.

     (f) The Premises are neither agricultural property, property in agricultural use, nor the homestead of Mortgagor.

     (g) All applicable building and zoning laws, rules and regulations, occupational safety and health, energy and environmental laws, ordinances and regulations affecting the Mortgaged Property permit the use and occupancy thereof for mixed-use commercial purposes and have been complied with, in all material respects.

     (h) To Mortgagor’s knowledge, except as shown in the Environmental Report and other than usage in the ordinary course of business of Mortgagor or its tenants and in each instance in compliance with Environmental Laws, (i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (hereinafter collectively called “ Environmental Regulations ”), and also including urea-formaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or contaminant which would subject the owner of the Premises to any damages, penalties or liabilities under any applicable Environmental Regulation (hereinafter collectively called “ Hazardous Substances ”) are now stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Mortgaged Property; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Mortgaged Property into the environment; (iii) the Premises have not ever been used for a mine, a landfill, a dump or other disposal facility, industrial or manufacturing purposes, or a gasoline service station; (iv) no underground storage tank is now located in the Premises; (v) no violation of any Environmental Regulation now exists in, upon, under, over or from the Mortgaged Property, no notice of any such violation or any

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alleged violation thereof has been issued or given by any governmental entity or agency which remains outstanding, and there is not now any investigation or report involving the Mortgaged Property by any governmental entity or agency which in any way relates to Hazardous Substances; (vi) no person, party or private or governmental agency or entity has given any outstanding notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vii) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from the Mortgaged Property; (viii) the Mortgaged Property is not listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (ix) the Mortgaged Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance.

     1.3 Maintenance of Existence . Mortgagor agrees to maintain its existence as a (i) corporation under the laws of the State of Delaware and (ii) as a foreign business corporation under the laws of the State of New York and not to dissolve, liquidate, wind-up, consolidate or merge during the term hereof, without the prior written consent of Mortgagee.

     (a) Mortgagor will procure, do, execute, acknowledge and deliver each and every further act, deed, conveyance, transfer, document and assurance necessary or proper for the carrying out more effectively of the purpose of this Mortgage and, without limiting the foregoing, for granting, bargaining, selling, conveying, warranting, assigning and confirming unto Mortgagee all of the Mortgaged Property, or property intended so to be, whether now owned or hereafter acquired by Mortgagor, including, without limitation, the preparation, execution and filing of any documents, such as financing statements and continuation statements, deemed advisable by Mortgagee for perfecting and maintaining its lien on the Mortgaged Property.

     (b) This Mortgage shall further constitute and be deemed to be a Security Agreement under the Uniform Commercial Code, now in force and as hereafter amended, and Mortgagor hereby grants to Mortgagee a first and only, present and continuing security interest in any Property, fixtures, equipment, leases, rents, issues, income, profits, personal property, instruments, general intangibles, accounts, contract rights and claims included within or related to the Mortgaged Property, and in all deposits made pursuant to Section 1.10 hereof and all insurance policies and unearned premiums prepaid thereon, insurance proceeds, and awards, payments or consideration for the taking of the Mortgaged Property, or any portion thereof, by condemnation or exercise of the power of eminent domain, or from any sale in lieu or in anticipation thereof, assigned by Mortgagor to Mortgagee hereunder, to the extent that a security interest may be granted therein under the terms of the Uniform Commercial Code. Mortgagor agrees to supply Mortgagee with an inventory of all such property in a form acceptable to Mortgagee, from time to time, upon receipt of a written request therefor from Mortgagee.

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     (c) Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file in any filing office any initial financing statements and amendments thereto that (a) indicate the collateral as the Mortgaged Property as defined in this Mortgage and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of any such filing office for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether Mortgagor is an organization, the type of organization and any organizational identification number issued to Mortgagor. Mortgagor agrees to provide any such information to Mortgagee promptly upon request. Mortgagor also ratifies its authorization for Mortgagee to have filed in any filing office in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto relating to the lien and security interest created by this Mortgage if filed prior to the date hereof. Mortgagor shall pay to Mortgagee, from time to time, within five (5) Business Days after demand, any and all costs and expenses incurred by Mortgagee in connection with the filing of any such initial financing statements and amendments, including attorneys’ fees and all disbursements. Such costs and expenses shall bear interest at the Default Rate from the date due, as set forth in the preceding sentence until the date repaid by Mortgagor, and such costs and expenses, together with such interest, shall be part of the obligations and shall be secured by this Mortgage.

     (d) Mortgagor shall notify the Mortgagee promptly of a change in Mortgagor’s chief executive office or principal place of business. Mortgagor shall not change its name, jurisdiction of organization or its type of organization without promptly notifying Mortgagee, in writing, of such change.

     1.5 Uniform Commercial Code Remedies . Mortgagee shall have all the rights, remedies and recourses with respect to the personal property, fixtures, the Leases (as defined in Section 1.16 hereof) and rents afforded to a “ Secured Party ” by the Uniform Commercial Code in addition to, and not in limitation of, the other rights, remedies and recourses afforded by law, equity and the Loan Documents.

     1.7  Foreclosure of Security Interest .  If an Event of Default shall occur and remain outstanding, Mortgagee may elect, in addition to exercising any and all other rights, remedies and recourses set forth in Section 3.2 , to proceed in the manner set forth in the Uniform Commercial Code, relating to the procedure to be followed when a security agreement covers both real and personal property.

     1.8 Defined Terms . Terms defined in the Uniform Commercial Code and not otherwise defined in this Mortgage shall have the same meanings for purposes hereof as are set forth in the Uniform Commercial Code. In the event that a term is used in Article 9 of the Uniform Commercial Code and also in another Article of the Uniform Commercial Code, the term used in Sections 1.4 through 1.7 is that used in Article 9 of the Uniform Commercial Code. The term “control” has the meaning given in § 9-104, 9-105, 9-106, 9-107, as applicable.

     1.9 Maintenance of Property . Mortgagor will not remove or demolish any Improvements, except as permitted under applicable law, or change its legal use in any manner

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that would cause the Mortgaged Property to be in violation of applicable law without the prior written consent of Mortgagee, provided, however, that the foregoing shall not prevent Mortgagor from performing alterations or improvements to the Mortgaged Property that are determined by Mortgagor to be necessary or desirable.

     1.10 Impositions and Liens . (a) Mortgagor shall, before any penalty or interest attaches thereto because of delinquency in payment, pay and discharge, or cause to be paid and discharged, all taxes, assessments, sewer rents, water rates, levies and governmental charges imposed upon or against the Mortgaged Property or upon or against the Note or the Indebtedness or upon or against the interest of Mortgagee in the Mortgaged Property or in the Note or the Loan Agreement or the Indebtedness (hereinafter referred to as “ Impositions ”) and will thereafter deliver the paid receipts therefor to Mortgagee within ten (10) days after request therefor by Mortgagee. In the event of any legislative enactment or judicial decision after the date of this Mortgage, imposing upon Mortgagee the obligation to pay any such Imposition, or deducting the lien of this Mortgage from the value of the Mortgaged Property for the purpose of taxation, or changing in any way the laws now in force for the taxation of mortgages or debts secured thereby, or the manner, operation or method of collection of any such Imposition, so as to affect the interests of Mortgagee, then, and in such event, Mortgagor shall bear and promptly pay the full amount of such Imposition or any substituted tax; provided , however , that, if for any reason payment thereof by Mortgagor would be unlawful or unenforceable, or if payment thereof by Mortgagor would constitute usury or would render the Loan or the Indebtedness wholly or partially usurious under any of the terms or provisions of the Note or of this Mortgage, or otherwise, Mortgagee may declare the whole sum secured by this Mortgage, with interest thereon, to be immediately due and payable. Mortgagor shall not suffer to exist and shall promptly pay and discharge any mechanic’s, statutory or other lien or encumbrance on the Mortgaged Property or any part thereof (hereinafter referred to as “ Liens ”), except for Permitted Encumbrances.

     (b) Notwithstanding the foregoing, Mortgagor shall not be in default hereunder in respect to the payment of any Impositions or Liens which Mortgagor shall be required by any provision hereof to pay, so long as Mortgagor shall, in good faith, in compliance with all applicable statutes, and with all possible promptness, diligently contest the same, and Mortgagor may postpone or defer payment of a portion of said Impositions or Liens, if, but only if, permitted by statute, and if neither the Mortgaged Property, nor any portion thereof, would, by reason of such postponement or deferment, be in danger of being forfeited or lost. Upon a final adjudication of any such contest, and, in any event, at least thirty (30) days prior to the date on which the interest of Mortgagee in the Mortgaged Property would otherwise forfeit by reason of the nonpayment of any such Imposition or Lien, Mortgagor shall pay the amount thereof then due, including any penalties and interest thereon.

     (c) As soon as reasonably practicable following the recording of this Mortgage, Mortgagor shall deliver or cause to be delivered to Mortgagee a title report showing the recordation of the Existing Mortgage Assignment and this Mortgage. In the event any lien, encumbrance or other matter objectionable to Mortgagee is disclosed by such title report, other than the Permitted Encumbrances, Mortgagor shall bond over or otherwise have removed any such lien or encumbrance within thirty (30) days of the imposition thereof, to the satisfaction of

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Mortgagee, unless Mortgagor is contesting such lien or encumbrance in accordance with Section 1.10(b) hereof.

     1.11 Insurance; Casualty or Other Loss . Mortgagor will keep the Improvements on the Mortgaged Property insured against loss by fire or other casualty, and shall maintain liability insurance, with Mortgagee named as an additional insured, under policies of insurance, with coverages, as reasonably determined by Mortgagor to be consistent with the types and amount of insurance maintained by reasonably prudent owners of property similar to the Mortgaged Property in the Greater New York Metropolitan Area and available at commercially reasonable rates. Mortgagor shall timely pay the premiums on all such insurance. In the event of casualty or other loss, Mortgagor shall immediately give written notice thereof to Mortgagee. All proceeds of casualty insurance shall be paid to Mortgagor and applied, after application to Mortgagor’s costs of collection to payment of any costs of restoration and repair incurred by Mortgagor or in such other manner as Mortgagor shall determine.

     1.14  Cure of Defaults by Mortgagee . If an Event of Default occurs and Mortgagor shall fail to observe, comply with or perform any of the terms, covenants and conditions herein with respect to the procuring and delivery of insurance, the payment of Impositions, ground rent or Liens, the keeping of the Mortgaged Property in repair, the performance of Mortgagor’s obligations under any other term, covenant or condition contained herein, in the Note, in the Loan Agreement or in any other Loan Document, Mortgagee may itself, following reasonable notice to and cure periods for Mortgagor, observe, comply with or perform the same, may make such advances to observe, comply with or perform the same as Mortgagee shall deem appropriate, and may enter the Mortgaged Property for the purpose of observing, complying with or performing any such term, covenant or condition. Mortgagee may expend such sums, including attorneys’ fees (prior to trial, at trial and on appeal), to sustain the lien of this Mortgage or its priority, or to protect or enforce, or to obtain the right to enforce, its rights, powers and remedies hereunder, including the payment of any prior liens, ground rent, claims and encumbrances, other than Permitted Encumbrances which are not in default, or to protect the Mortgaged Property, as it may deem desirable. Mortgagor agrees to repay all sums so advanced or expended upon demand, with interest thereon at the Default Rate from the date of advancement or expenditure, and all sums so advanced or expended, with interest, shall be secured hereby, but no such advance or expenditure shall be deemed to relieve Mortgagor from any default hereunder. Mortgagee shall not be bound to inquire into the validity of any Imposition or Lien which Mortgagor fails to pay as and when required hereby and which Mortgagor does not contest in strict accordance with the terms hereof.

     1.15 Sale, Transfer or Encumbrance . Except for Permitted Encumbrances and Permitted Transfers (as defined in the Loan Agreement), without the prior written consent of Mortgagee, Mortgagor shall not voluntarily or involuntarily agree to, cause, suffer or permit any sale, conveyance, mortgage, grant, lien, encumbrance, security interest, pledge, assignment or transfer of: (a) the Mortgaged Property or any part or portion thereof, or any interest of Mortgagor, legal or equitable, in the Mortgaged Property, except as created by this Mortgage and

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the other documents which secure the Note; or (b) any direct ownership interest, in Mortgagor; provided, however, this subsection shall not be applicable to the extent liens are being contested in accordance herewith. If Mortgagor fails to comply with the provisions of this Section 1.15 , Mortgagee may, at its election, declare the entire Indebtedness to be immediately due and payable, without notice to Mortgagor (which notice Mortgagor hereby expressly waives), and upon such declaration the entire Indebtedness shall be immediately due and payable.

     No transfer, conveyance, lease, sale or other disposition shall relieve Mortgagor from personal liability for its obligations hereunder or under the Note, whether or not the transferee assumes this Mortgage. Mortgagee may, without notice to Mortgagor, deal with any successor owner of all or any portion of the Mortgaged Property in the same manner as with Mortgagor, without in any way discharging the liability of Mortgagor hereunder or under the Note.

     1.16 Assignment of Leases and Rents . (a) As a source of future repayment of the Indebtedness, Mortgagor hereby absolutely and presently assigns to Mortgagee all Rents (hereinafter defined) and hereby collaterally assigns to Mortgagee all of Mortgagor’s rights in and interest as landlord under the Leases (subject to the appointment of Mortgagor as agent for Mortgagee and the license granted to Mortgagor as set forth below); together with the immediate and continuing right to collect and receive all of the Rents now due or which may become due or to which Mortgagor may now or shall hereafter (including the period of redemption, if any) become entitled or may demand or claim, arising or issuing from or out of the Leases or from or out of the Mortgaged Property or any part thereof. It