Preview | Open-End Leasehold Mortgage and Security Agreement |

This is an Open-End Leasehold Mortgage and secures future advances pursuant to 42 PA C.S.A. 8143 and 8144, act. No. 126 of 1990.

KNOW ALL MEN BY THESE PRESENTS that FT-CHURCHILL PROPERTY L.P., a Delaware limited partnership having an address at c/o First Union Real Estate Equity and Mortgage Investments, 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 (hereinafter called Mortgagor), for consideration paid, hereby grants, conveys, transfers, assigns and sets-over unto KEYBANK NATIONAL ASSOCIATION, a national banking association, as agent under a Loan Agreement (hereinafter called the Loan Agreement) of even date among the FT-FIN ACQUISITION LLC, a Delaware limited liability company (the Borrower), KeyBank National Association and the other lending institutions which become parties to the Loan Agreement (KeyBank National Association and the other lending institutions which become parties to the Loan Agreement are collectively referred to as the Lenders and individually as the Lender), and KeyBank National Association, as Agent (hereinafter called the Agent), having a place of business at 101 Federal Street, Boston, Massachusetts 02110, with mortgage covenants, the Mortgaged Property (as defined below) to secure the Obligations (as defined below).

This Mortgage (as defined below) is an Open-End Mortgage as set forth in 42 PA. C.S.A. 8143 and secures all obligations by the Guaranty (as defined below), plus accrued and unpaid interest, which obligations include, but are not limited to, advances for the payment of taxes and municipal assessments, maintenance charges, insurance premiums, costs incurred for the protection of the Property or the lien of this Mortgage, expenses incurred by Agent by reason of any Default or circumstance, which with the passage of time, or giving of notice, or both, would constitute a Default, including, without limitation, legal fees and costs, and advances for construction, alteration or renovation on the Property, together with all other sums due hereunder or secured hereby.

The term Mortgagor shall include, wherever the context permits, its successors and assigns.

The terms Agent and Lenders shall include, wherever the context permits, their respective successors and assigns as the holder for the time being of this Open-End Leasehold Mortgage and Security Agreement and other Obligations hereby secured.

A. Pursuant to the terms and conditions of the Loan Agreement, the Lenders have agreed to make a Loan to the Borrower in a principal amount not to exceed FIFTY-THREE MILLION DOLLARS ($53,000,000.00);

B. The Mortgagor has executed and delivered to the Agent its Guaranty of even date herewith (as such may be amended, modified, supplemented or restated hereafter, the Guaranty), pursuant to which the Mortgagor has guaranteed the obligations of the Borrower under the Loan Agreement;

C. The Mortgagor owns (i) a leasehold estate interest in the Land (as defined herein) as established under the Ground Lease (as defined herein) which is currently set to expire on

December 31, 2010, unless otherwise renewed pursuant to its terms and conditions, and (ii) a fee simple interest in the Improvements (as defined herein); and

D. It is a condition precedent to the Lenders making the Loan or otherwise extending credit to the Borrower under the Loan Agreement that the Mortgagor execute and deliver to the Agent this Agreement.

This Open-End Leasehold Mortgage and Security Agreement (hereinafter, the Mortgage) is granted pursuant to the terms, provisions and conditions of the Loan Agreement. Capitalized terms used herein which are not otherwise specifically defined herein shall have the meaning ascribed to such terms under the Loan Agreement, which Loan Agreement and other Loan Documents are incorporated by reference herein and made part of this Mortgage.

The term Mortgaged Property shall mean and include all of the following described property:

A. Real Estate. The Mortgagors interest in and to the land more particularly described on Exhibit A which is annexed hereto and made a part hereof (hereinafter, the Land), together with the improvements and other structures now or hereafter situated thereon (such improvements being sometimes called the Improvements) located at 1310 Beulah Road, Pittsburgh, Pennsylvania, together with all rights, privileges, tenements, hereditaments, appurtenances, easements, including, but not limited to, rights and easements for access and egress and utility connections, and other rights now or hereafter appurtenant thereto (hereinafter, the Real Estate);

B. Fixtures. All real estate fixtures or items which by agreement of the parties may be deemed to be such fixtures, now or hereafter owned by Mortgagor, or in which Mortgagor has or hereafter obtains an interest, and now or hereafter located in or upon the Real Estate, or now or hereafter attached to, installed in, or used in connection with any of the Real Estate, including, but not limited to, any and all portable or sectional buildings, bathroom, plumbing, heating, lighting, refrigerating, ventilating and air-conditioning apparatus and equipment, garbage incinerators and receptacles, elevators and elevator machinery, boilers, furnaces, stoves, tanks, motors, sprinkler and fire detection and extinguishing systems, doorbell and alarm systems, window shades, screens, awnings, screen doors, storm and other detachable windows and doors, mantels, partitions, built-in cases, counters and other fixtures whether or not included in the foregoing enumeration (hereinafter, the Fixtures);

C. Additional Appurtenances. All bridges, easements, rights of way, licenses, privileges, hereditaments, permits and appurtenances hereafter belonging to or enuring to the benefit of the Real Estate and all right, title and interest of Mortgagor in and to the land lying within any street or roadway adjoining any of the Real Estate and all right, title and interest of Mortgagor in and to any vacated or hereafter vacated streets or roads adjoining any of the Real Estate and any and all reversionary or remainder rights (hereinafter, the Additional Appurtenances);

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