MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND (Illinois) FIXTURE FILING

(Illinois)

(Illinois)

THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of October 22, 2008, by GLIMCHER NORTHTOWN VENTURE, LLC, a Delaware limited liability company (“Glimcher Mortgagor”) and GB NORTHTOWN, LLC, a Delaware limited liability company (“GB Mortgagor” and collectively with Glimcher Mortgagor, the “Mortgagor” or sometimes referred to as “Borrower” herein) whose address is 180 East Broad Street, Columbus, Ohio 43215, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity, the “ Mortgagee ”), for itself and one or more Lenders (as defined in that certain Term Loan Agreement bearing the date October __, 2008 hereinafter the “ Term Loan Agreement ”) by and among Mortgagor, GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, such Lenders and KEYBANK NATIONAL ASSOCIATION, as administrative agent, whose address is 127 Public Square, Cleveland, Ohio 44114.

1.            Grant and Secured Obligations .

1.1            Grant .  Borrower has executed and delivered to the Lenders certain promissory notes (such promissory notes, together with any amendments or allonges thereto, or restatements, replacements or renewals thereof, are collectively referred to herein as the “Notes”), in and by which the Borrower promises to pay the principal of all Loans under such Term Loan Agreement and interest at the rate and in installments as provided in the Notes, with a final payment of the outstanding principal balance and accrued and unpaid interest being due on or before October __, 2011.  The initial aggregate principal amount of the Loans evidenced by the Notes shall be $40,000,000.  The indebtedness secured hereby shall be governed by the terms and conditions of the Term Loan Agreement.  To the extent there may be any inconsistency between the terms and provisions of this Mortgage and the terms and provisions of the Term Loan Agreement, the terms and provisions of the Term Loan Agreement shall govern and control.  All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Term Loan Agreement.

In consideration of the debt evidenced by the Notes and to secure the timely payment of both principal and interest in accordance with the terms and provisions of the Notes and in accordance with the terms, provisions and limitations of this Mortgage, to secure the payment of any and all amounts advanced by the Administrative Agent or the Lenders with respect to the Premises for the payment of taxes, assessments, insurance premiums or any other costs incurred in the protection of the Premises, and to secure the performance of the covenants and agreements contained herein and in the Notes, the Term Loan Agreement, and any other documents evidencing and securing the loan secured hereby or delivered to Mortgagee pursuant to the Term Loan Agreement (collectively, the “Loan Documents”) to be performed by Mortgagor, and to secure all Rate Management Transactions entered into with the Administrative Agent or any of the Lenders in connection with the Term Loan Agreement, and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2 below, Mortgagor does by these presents grant, bargain, sell, convey, assign and grant a security interest in, mortgage and warrant unto Mortgagee and its successors and assigns forever, all estate, right, title and interest which Mortgagor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may require, the “Property”):

(a)           The real property located in the County of Anoka, State of Minnesota, as described in Exhibit A , together with all existing and future easements and rights affording access to it (the “Premises”); together with

(b)           All buildings, structures and improvements now located or later to be constructed on the Premises (the “Improvements”); together with

(c)           All existing and future appurtenances, privileges, easements, franchises and tenements of the Premises, including all minerals, oil, gas, other hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and other commercially valuable substances which may be in, under or produced from any part of the Premises, all development rights and credits, air rights, water, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, and any Premises lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Premises and Improvements; together with

(d)           All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions (“leases”) relating to the use and enjoyment of all or any part of the Premises and Improvements, and any and all guaranties and other agreements relating to or made in connection with any of such leases; together with

(e)           All real property and improvements on it, and all appurtenances and other property and interests of any kind or character, whether described in Exhibit A or not, which may be reasonably necessary or desirable to promote the present and any reasonable future beneficial use and enjoyment of the Premises and Improvements; together with

(f)           All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now or later to be attached to, placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Premises and Improvements, whether stored on the Premises or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which shall be considered to the fullest extent of the law to be real property for purposes of this Mortgage and any manufacturer’s warranties with respect thereto; together with

(g)           All building materials, equipment, work in process or other personal property of any kind, whether stored on the Premises or elsewhere, which have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in or about the Premises or Improvements; together with

(h)           All of Mortgagor’s interest in and to all operating accounts pertaining to the Property and the Loan funds, whether disbursed or not; together with

(i)           All rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds, cost savings, payments and deposits, whether now or later to be received from third parties (including all earnest money sales deposits) or deposited by Mortgagor with third parties (including all utility deposits), contract rights, development and use rights, governmental permits and licenses, applications, architectural and engineering plans, specifications and drawings, as-built drawings, chattel paper, instruments, documents, notes, drafts and letters of credit (other than letters of credit in favor of Mortgagee), which arise from or relate to construction on the Premises or to any business now or later to be conducted on it, or to the Premises and Improvements generally and any builder’s or manufacturer’s warranties with respect thereto; together with

(j)           All insurance policies pertaining to the Premises and all proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any of the Premises, Improvements or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any damage or injury to the Premises, Improvements or the other property described above or any part of them, or breach of warranty in connection with the construction of the Improvements, including causes of action arising in tort, contract, fraud or concealment of a material fact; together with

(k)           Intentionally deleted;

(l)           All of Mortgagor’s rights in and to all Rate Management Transactions entered into with the Administrative Agent or any of the Lenders in connection with the Term Loan Agreement;

(m)           All books and records pertaining to any and all of the property described above, including computer-readable memory and any computer hardware or software necessary to access and process such memory (“Books and Records”); together with

(n)           All proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the property described above.

Capitalized terms used above and elsewhere in this Mortgage without definition have the meanings given them in the Term Loan Agreement.

1.2            Secured Obligations .

(a)           Mortgagor makes the grant, conveyance, and mortgage set forth in Section 1.1 above, and grants the security interest set forth in Section 3 below for the purpose of securing the following obligations (the “Secured Obligations”) in any order of priority that Mortgagee may choose:

(i)           Payment of all obligations at any time owing under the Notes under the terms of the Term Loan Agreement; and

(ii)           Payment and performance of all obligations of Mortgagor under this Mortgage; and

(iii)           Payment and performance of all obligations of Mortgagor under the Term Loan Agreement; and

(iv)           Payment and performance of any obligations of Mortgagor under any Loan Documents which are executed by Mortgagor; and

(v)           Payment and performance of all obligations of Mortgagor arising from any Rate Management Transactions entered into with the Administrative Agent or any of the Lenders in connection with the Term Loan Agreement.  Rate Management Transactions shall mean an interest rate hedging program through the purchase by Mortgagor from the Administrative Agent or any of the Lenders in connection with an interest rate swap, cap or such other interest rate protection product with respect to the Term Loan Agreement; and

(vi)           Payment and performance of all future advances and other obligations that Mortgagor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when a writing evidences the parties’ agreement that the advance or obligation be secured by this Mortgage; and

(vii)           Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations.

(b)           All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each of the Secured Obligations.  Such terms include any provisions in the Notes or the Term Loan Agreement which permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time.

2.            Assignment of Rents .

2.1            Assignment .  Mortgagor hereby irrevocably, absolutely, presently and unconditionally assigns to Mortgagee all rents, royalties, issues, profits, revenue, income, accounts, proceeds and other benefits of the Property, whether now due, past due or to become due, including all prepaid rents and security deposits (some or all collectively, as the context may require, “Rents”).  This is an absolute assignment, not an assignment for security only.

2.2            Grant of License .  Mortgagee hereby confers upon Mortgagor a license (“License”) to collect and retain the Rents as they become due and payable, so long as no Event of Default, as defined in Section 6.2 below, shall exist and be continuing.  If an Event of Default has occurred and is continuing, Mortgagee shall have the right, which it may choose to exercise in its sole discretion, to terminate this License without notice to or demand upon Mortgagor, and without regard to the adequacy of Mortgagee’s security under this Mortgage.

2.3            Collection and Application of Rents .  Subject to the License granted to Mortgagor under Section 2.2 above, Mortgagee has the right, power and authority to collect any and all Rents.  Mortgagor hereby appoints Mortgagee its attorney-in-fact to perform any and all of the following acts, if and at the times when Mortgagee in its sole discretion may so choose:

(a)           Demand, receive and enforce payment of any and all Rents; or

(b)           Give receipts, releases and satisfactions for any and all Rents; or

(c)           Sue either in the name of Mortgagor or in the name of Mortgagee for any and all Rents.

Mortgagee and Mortgagor agree that the mere recordation of the assignment granted herein entitles Mortgagee immediately to collect and receive rents upon the occurrence of an Event of Default, as defined in Section 6.2 , without first taking any acts of enforcement under applicable law, such as, but not limited to, providing notice to Mortgagor, filing foreclosure proceedings, or seeking and/or obtaining the appointment of a receiver.  Further, Mortgagee’s right to the Rents does not depend on whether or not Mortgagee takes possession of the Property as permitted under Subsection 6.3(c) .  In Mortgagee’s sole discretion, Mortgagee may choose to collect Rents either with or without taking possession of the Property.  Mortgagee shall apply all Rents collected by it in the manner provided under Section 6.6 .  If an Event of Default occurs while Mortgagee is in possession of all or part of the Property and is collecting and applying Rents as permitted under this Mortgage, Mortgagee and any receiver shall  nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Mortgage and at law or in equity.

2.4            Mortgagee Not Responsible .  Under no circumstances shall Mortgagee have any duty to produce Rents from the Property.  Regardless of whether or not Mortgagee, in person or by agent, takes actual possession of the Premises and Improvements, unless Mortgagee agrees in writing to the contrary, Mortgagee is not and shall not be deemed to be:

(a)           A “mortgagee in possession” for any purpose; or

(b)           Responsible for performing any of the obligations of the lessor under any lease; or

(c)           Responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair or control of the Property, unless caused by the gross negligence, willful misconduct or bad faith of Mortgagee; or

(d)           Liable in any manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it.

2.5            Leasing .  Mortgagor shall not accept any deposit or prepayment of rents under the leases for any rental period exceeding one (1) month without Mortgagee’s prior written consent. Mortgagor shall not lease the Property or any part of it except strictly in accordance with the Term Loan Agreement.

3.            Grant of Security Interest .

3.1            Security Agreement .  The parties intend for this Mortgage to create a lien on the Property, and an absolute assignment of the Rents, all in favor of Mortgagee.  The parties acknowledge that some of the Property and some or all of the Rents may be determined under applicable law to be personal property or fixtures.  To the extent that any Property or Rents may be or be determined to be personal property, Mortgagor as debtor hereby grants Mortgagee as secured party a security interest in all such Property and Rents, to secure payment and performance of the Secured Obligations.  This Mortgage constitutes a security agreement under the Uniform Commercial Code of the State in which the Property is located, covering all such Property and Rents.

3.2            Financing Statements .  Mortgagor hereby authorizes Mortgagee to file one or more financing statements.  In addition, Mortgagor shall execute such other documents as Mortgagee may from time to time require to perfect or continue the perfection of Mortgagee’s security interest in any Property or Rents.  As provided in Section 5.10 below, Mortgagor shall pay all fees and costs that Mortgagee may incur in filing such documents in public offices and in obtaining such record searches as Mortgagee may reasonably require.  In case Mortgagor fails to execute any financing statements or other documents for the perfection or continuation of any security interest, Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact to execute any such documents on its behalf.  If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall never be construed as in any way derogating from or impairing this Mortgage or the rights or obligations of the parties under it.

4.            Fixture Filing .

This Mortgage constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code in the State in which the Property is located, as amended or recodified from time to time, covering any Property which now is or later may become fixtures attached to the Premises or Improvements.  For this purpose, the respective addresses of Mortgagor, as debtor, and Mortgagee, as secured party, are as set forth in the preambles of this Mortgage.

5.            Rights and Duties of the Parties .

5.1            Representations and Warranties .  Mortgagor represents and warrants that:

(a)           Glimcher Mortgagor lawfully possesses and holds fee simple title to that portion of the Premises identified as the “Mall Parcel” on Exhibit A and the Improvements located thereon.  GB Mortgagor lawfully possesses and holds fee simple title to that part of the Premises identified as the “Additional Parcel” on Exhibit A and the Improvements located thereon.;

(b)           Each of Glimcher Mortgagor and GB Mortgagor has or will have good title to its respective portion of the Property other than the Premises and Improvements;

(c)           Mortgagor has the full and unlimited power, right and authority to encumber the Property and assign the Rents;

(d)           This Mortgage creates a first and prior lien on the Property;

(e)           The Property includes all property and rights which may be reasonably necessary or desirable to promote the  present and any reasonable future beneficial use and enjoyment of the Premises and Improvements;

(f)           Except for certain items of leased office equipment used in the management office at the Premises, Mortgagor owns any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales contracts, and there is no financing statement affecting such personal property on file in any public office; and

(g)           Mortgagor’s place of business, or its chief executive office if it has more than one place of business, is located at the address specified below.

5.2            Taxes, and Assessments .  Mortgagor shall, prior to delinquency, pay or cause to be paid each installment of all taxes and special assessments of every kind, now or hereafter levied against the Property or any part thereof, without notice or demand, and shall provide Mortgagee with evidence of the payment of same.  Mortgagor shall pay all taxes and assessments which may be levied upon Mortgagee’s or the Lenders' interest herein or upon this Mortgage or the debt secured hereby (excluding any income taxes or similar charges imposed upon Mortgagee or the Lenders), without regard to any law that may be enacted imposing payment of the whole or any part thereof upon the Mortgagee or any Lender.  Notwithstanding anything contained in this Section to the contrary, Mortgagor shall have the right to pay or cause to be paid any such tax or special assessment under protest or to otherwise contest any such tax or special assessment but only if (i) such contest has the effect of preventing the collection of such tax or special assessment so contested and also prevent the sale or forfeiture of the Property or any part thereof or any interest therein, (ii) Mortgagor promptly notifies Mortgagee in writing of its intent to contest such tax or special assessment, and (iii) if so requested in writing by Mortgagee, Mortgagor has deposited security in form and amount reasonably satisfactory to Mortgagee, and increases the amount of such security so deposited promptly after Mortgagee’s request therefor.  Mortgagor shall prosecute or cause the prosecution of all such contest actions in good faith and with due diligence.

5.3            Performance of Secured Obligations.   Mortgagor shall promptly pay and perform each Secured Obligation in accordance with its terms.

5.4            Liens, Charges and Encumbrances .  Mortgagor shall immediately discharge any lien on the Property which Mortgagee has not consented to in writing.

5.5            Damages, Restoration, and Insurance Proceeds .  As long as no Event of Default has occurred and is then continuing, all insurance proceeds for losses at the Property of less than $500,000.00 shall be adjusted with and payable to the Mortgagor.  In case of loss, Mortgagee shall have the right (but not the obligation) to participate in and reasonably approve the settlement of any insurance claim in excess of $500,000.00 and all claims thereafter, and Mortgagee is at all times authorized to collect and receive any insurance money for those claims which Mortgagee is entitled to approve the settlement of hereunder.

At the election of Mortgagee, such insurance proceeds may be applied to reduce the outstanding balance of the indebtedness under the Term Loan Agreement or to pay for costs of repair and restoration of the Property; provided, however, that so long as no Event of Default has occurred and is then continuing, Mortgagee shall make such insurance proceeds available to pay for such costs of repair and restoration.  If Mortgagee is entitled to and does elect to apply insurance proceeds in payment or reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances by the amount of the insurance proceeds received and so applied by Mortgagee.  In the event that Mortgagee does not elect to apply the insurance proceeds to the indebtedness secured hereby as set forth above, such insurance proceeds shall be used to reimburse Mortgagor for the cost of rebuilding or restoring the Premises.  The Premises shall be so restored or rebuilt as to be substantially the same quality and character as the Premises were prior to such damage or destruction in accordance with the original plans and specifications or to such other condition as Mortgagee shall reasonably approve in writing.

If Mortgagee elects to make the proceeds available for repair and restoration, any request by Mortgagor for a disbursement by Mortgagee of fire or casualty insurance proceeds and funds deposited by Mortgagor with Mortgagee pursuant to this Section 5.5 shall be treated by Mortgagee as if such request were for an Advance under the Term Loan Agreement, and the disbursement thereof shall be conditioned upon the Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable under the Term Loan Agreement for such an Advance.  Additionally, such disbursement shall also be conditioned upon Borrower's providing to Administrative Agent: updated title insurance, satisfactory evidence, as reasonably determined by Administrative Agent, that the Premises shall be so restored or rebuilt as to be of at least equal value and quality and substantially the same character as the Premises were prior to such damage or destruction in accordance with the original plans and specifications or to such other condition as Administrative Agent shall reasonably approve in writing, satisfactory evidence of the estimated cost of completion thereof and with such architect’s certificates, waivers of lien, contractors’ sworn statements and other evidence of cost and of payments as Administrative Agent may reasonably require and approve.  The undisbursed balance of insurance proceeds shall at all times be sufficient to pay for the cost of completion of the work free and clear of liens and if such proceeds are insufficient, Mortgagor shall deposit the amount of such deficiency with Mortgagee prior to the disbursement by Mortgagee of any insurance proceeds.

5.6            Condemnation Proceeds .  Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “ Condemnation Proceeds ”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“ Condemnation ”), unless, notwithstanding the forgoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises in which case all Condemnation Proceeds for damages to the Property shall be payable to the Mortgagor.  Mortgagee shall make available to Mortgagor the Condemnation Proceeds for the restoration of the Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.6 hereof for disbursement of insurance proceeds.  In all other cases Mortgagee shall have the right, at its option, to apply the Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, whether due or not.  If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Term Loan Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee.  If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements.  Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

5.7            Maintenance and Preservation of Property .

(a)           Mortgagor shall insure the Property as required by Section 6.6 of the Term Loan Agreement and keep the Property in good condition and repair.

(b)           Except as required by the terms of any lease approved by Administrative Agent, Mortgagor shall not remove or demolish the Property or any material part of it in any way, or materially alter, restore or add to the Property, or initiate or allow any material change or variance in any zoning or other Premises use classification which adversely affects the Property or any material part of it, except with Mortgagee’s express prior written consent in each instance; the term “materially” or “material” as used in this Section 5.7(b) shall mean having a monetary effect in an amount greater than $4,000,000.

(c)           Mortgagor shall not commit or allow any act upon or use of the Property which would violate:  (i) any applicable Laws or order of any Governmental Authority, whether now existing or later to be enacted and whether foreseen or unforeseen; or (ii) any public or private covenant, condition, restriction or equitable servitude affecting the Property.  Mortgagor shall not bring or keep any article on the Property or cause or allow any condition to exist on it, if that could invalidate or would be prohibited by any insurance coverage required to be maintained by Mortgagor on the Property or any part of it under the Term Loan Agreement.

(d)           Mortgagor shall not commit or allow waste of the Property, including those acts or omissions characterized under the Term Loan Agreement as waste which arises out of Materials of Environmental Concern.

(e)           Mortgagor shall perform all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value.

5.8            Releases, Extensions, Modifications and Additional Security .  From time to time, Mortgagee may perform any of the following acts without incurring any liability or giving notice to any person:

(a)           Release any person liable for payment of any Secured Obligation;

(b)           Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation;

(c)           Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security;

(d)           Alter, substitute or release any property securing the Secured Obligations;

(e)           Consent to the making of any plat or map of the Property or any part of it;

(f)           Join in granting any easement or creating any restriction affecting the Property; or

(g)           Join in any subordination or other agreement affecting this Mortgage or the lien of it; or

(h)            Release the Property or any part of it.

5.9            Release .  If Mortgagor shall fully pay all principal and interest on the Notes, and all other indebtedness secured hereby and comply with all of the other terms and provisions hereof to be performed and complied with by Mortgagor, Mortgagee, upon written request of Mortgagor, shall release this Mortgage and the lien thereof by proper instrument upon payment and discharge of the amounts required under the Term Loan Agreement and payment of any filing fee in connection with such release.  Mortgagor shall pay any costs of preparation and recordation of such release. In addition, Mortgagee, upon written request of Mortgagor, shall from time to time execute and deliver partial releases of this Mortgage with respect to certain unimproved portions of the Premises on the terms described in Article XI of the Term Loan Agreement upon payment and discharge of any amounts that may required under such Article of the Term Loan Agreement with respect to the portion of the Premises being so released and payment of any filing fee in connection with such partial release.

5.10            Compensation, Exculpation, Indemnification .

(a)           Mortgagor agrees to pay fees required by and pursuant to the Term Loan Agreement, for any services that Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations or providing the release pursuant to Section 5.9 above.  Mortgagor shall also pay or reimburse all of Mortgagee’s costs and expenses which may be incurred in rendering any such services.  Mortgagor further agrees to pay or reimburse Mortgagee for all costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.4 , whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.4(i) below) and any cost of evidence of title.  If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made by Mortgagee in each of such Foreclosure Sales.  In any suit to foreclose the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition  of the title to, the value of or the environmental condition of the Property.  All expenditures and expenses of the nature in this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Note or the Property, including probate and bankruptcy proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage.

(b)           Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following:

(i)           Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage;

(ii)           Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or

(iii)           Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of Mortgagee.

Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee.

(c)           Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of the Mortgagee:

(i)           In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law;

(ii)           Because of any failure of Mortgagor to perform any of its obligations; or

(iii)           Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents.

This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage.

(d)           Mortgagor shall pay all obligations to pay money arising under this Section 5.10 immediately upon demand by Mortgagee.  Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate.

5.11            Defense and Notice of Claims and Actions .  At Mortgagor’s sole expense, Mortgagor shall protect, preserve and defend the Property and title to and right of possession of the Property, and the security of this Mortgage and the rights and powers of Mortgagee created under it, against all adverse claims.  Mortgagor shall give Mortgagee prompt notice in writing if any claim is asserted which does or could affect any such matters,