Archibald Candy Corporation, as Mortgagor TO The Bank of New York, as Mortgagee

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation,
as Mortgagor

The Bank of New York,
as Mortgagee

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MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, FIXTURE FILING AND FINANCING STATEMENT

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Dated: As of July 2, 1997

Location: Chicago, Illinois

Permanent Real Estate
Index Number(s): See Schedule A-1 Attached
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This document prepared by and after recording should be returned to:

Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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THIS MORTGAGE SECURES FUTURE ADVANCES AND FUTURE
OBLIGATIONS AT ANY TIME OUTSTANDING UP TO A MAXIMUM
PRINCIPAL AMOUNT OF $100,000,000

TABLE OF CONTENTS

Page
----

CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

GRANTING CLAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE I. REPRESENTATIONS AND COVENANTS
OF MORTGAGOR

SECTION 1.01. Covenant of Title. . . . . . . . . . . . . . . . . . . 7
SECTION 1.02. Further Assurances . . . . . . . . . . . . . . . . . . 7
SECTION 1.03. Payment of Indebtedness. . . . . . . . . . . . . . . . 8
SECTION 1.04. Mortgagor's Existence. . . . . . . . . . . . . . . . . 8
SECTION 1.05. Additional Property. . . . . . . . . . . . . . . . . . 9
SECTION 1.06. Payment of Impositions and
Insurance . . . . . . . . . . . . . . . . . . . . 9
SECTION 1.07. Insurance. . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.08. Damage or Destruction;
Insurance Proceeds. . . . . . . . . . . . . . . . 13
SECTION 1.09. Condemnation . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.10. Condition of Premises;
Compliance with Laws;
Restrictive Covenants . . . . . . . . . . . . . . 16
SECTION 1.11. Assignment of Leases,
Rents, Issues and Profits . . . . . . . . . . . . 19
SECTION 1.12. No Prior Sale. . . . . . . . . . . . . . . . . . . . . 19
SECTION 1.13. Hazardous Material . . . . . . . . . . . . . . . . . . 19
SECTION 1.14. Permitted Transfers. . . . . . . . . . . . . . . . . . 20

ARTICLE II. EVENTS OF DEFAULT; REMEDIES

SECTION 2.01. Events of Default. . . . . . . . . . . . . . . . . . . 20
SECTION 2.02. Mortgagee's Remedies . . . . . . . . . . . . . . . . . 21
SECTION 2.03. Proceeds . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.04. Payment of Mortgagor's
Expenses after Default. . . . . . . . . . . . . . 24
SECTION 2.05. Receivers. . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.06. Election of Remedies . . . . . . . . . . . . . . . . . 25
SECTION 2.07. Waiver by Mortgagor. . . . . . . . . . . . . . . . . . 26
SECTION 2.08. Fair Rental. . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.09. Modification of Collateral
Agreements. . . . . . . . . . . . . . . . . . . . 28
SECTION 2.10. Costs of Litigation and
Collection. . . . . . . . . . . . . . . . . . . . 27
SECTION 2.11. Security Agreement . . . . . . . . . . . . . . . . . . 28

SECTION 2.12. Suits without Acceleration . . . . . . . . . . . . . . 28
SECTION 2.13. Report of Title. . . . . . . . . . . . . . . . . . . . 28
SECTION 2.14. Additional Rights of
Mortgagees. . . . . . . . . . . . . . . . . . . . 29

ARTICLE III. ADDITIONAL PROVISIONS

SECTION 3.01. Business Purpose . . . . . . . . . . . . . . . . . . . 29
SECTION 3.02. Tender of Payment. . . . . . . . . . . . . . . . . . . 29
SECTION 3.03. Books, Records, Accounts and
Reports . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.04. Inspection by Mortgagee. . . . . . . . . . . . . . . . 30
SECTION 3.05. Estoppel Certificates. . . . . . . . . . . . . . . . . 30
SECTION 3.06. No Waivers; Approvals. . . . . . . . . . . . . . . . . 31
SECTION 3.07. Indemnification. . . . . . . . . . . . . . . . . . . . 32
SECTION 3.08. Lien Unaffected by Modifica-
tions of Bonds . . . . . . . . . . . . . . . . . 32
SECTION 3.09. Authority. . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.10. Waiver of Notice . . . . . . . . . . . . . . . . . . . 33
SECTION 3.11. No Extensions of Time. . . . . . . . . . . . . . . . . 33
SECTION 3.12. Information. . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.13. Invalidity of Certain
Provisions. . . . . . . . . . . . . . . . . . . . 33
SECTION 3.14. Non-Usury. . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.15. Notices. . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.16. Construction . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.17. No Joint Venture . . . . . . . . . . . . . . . . . . . 36
SECTION 3.18. Miscellaneous Provisions . . . . . . . . . . . . . . . 36
SECTION 3.19. Successors and Assigns . . . . . . . . . . . . . . . . 37
SECTION 3.20. Release of Lien. . . . . . . . . . . . . . . . . . . . 37
SECTION 3.21. Negotiated Document. . . . . . . . . . . . . . . . . . 38
SECTION 3.22. No Recourse Against Others . . . . . . . . . . . . . . 38

NOTARIAL ACKNOWLEDGEMENTS
SCHEDULE A Description of Premises
SCHEDULE A-1 Permanent Index Numbers
SCHEDULE B Permitted Exceptions

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
FIXTURE FILING AND FINANCING STATEMENT ("MORTGAGE"), made as of July 2, 1997,
between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CORPORATION, ("MORTGAGOR"), and THE BANK OF NEW YORK, as
trustee for the benefit of the holders of the Notes (as hereinafter defined)
("MORTGAGEE").

WHEREAS, the Mortgagor and Mortgagee have entered into that certain
Indenture dated as of July 2, 1997 (as amended, restated, supplemented or
otherwise modified from time to time, the "INDENTURE") pursuant to which, among
other things, the Mortgagor has issued its 10 1/4% Senior Secured Notes due July
1, 2004 (the "Notes"); and

WHEREAS, execution of this Mortgage is a condition precedent to the
closing of the Indenture.

NOW, THEREFORE, in order to secure to Mortgagee (a) the repayment of
the indebtedness evidenced by the Notes with interest thereon and all other
obligations under the Indenture, together with all renewals, extensions and
modifications thereof; (b) the payment of all other sums with interest thereon
advanced in accordance herewith to protect the security of this Mortgage; and
(c) the performance of the covenants and agreements of Mortgagor herein
contained and contained in the Indenture, the Notes and the other Loan Documents
(collectively the "INDEBTEDNESS") Mortgagor agrees as follows:

CERTAIN DEFINITIONS

The following terms shall have the following meanings, such
definitions to be applicable equally to the singular and the plural forms of
such terms.

"BUSINESS DAY" has the meaning set forth in the Indenture.

"CHATTELS" means all fixtures, fittings, appliances, apparatus,
equipment, supplies, building materials and machinery (and additions thereto and
replacements thereof) now or hereafter owned by Mortgagor, or in which Mortgagor
has or shall have any interest, that are not Improvements (as hereinafter
defined) and that (i) are now or at any time hereafter affixed to or attached
to,

the Premises (as hereinafter defined) for so long as so affixed or attached.

"DEFAULT RATE" means 10 1/4% per annum.

"ENTITY" means any individual, partnership, corporation, trust or
other entity.

"ENVIRONMENTAL LAWS" means any and all Requirements of Law (as
hereinafter defined) regulating, relating to or imposing liability or standards
of conduct concerning any Hazardous Material (as hereinafter defined), as may
now or at any time hereinafter be in effect.

"EVENT OF DEFAULT" means any of the events and circumstances described
as such in Section 2.01 hereof.

"GOVERNMENTAL AUTHORITY" means any court, governmental,
administrative, regulatory, adjudicatory, or arbitrational body, department,
commission, board, bureau, agency or instrumentality of any kind properly
exercising jurisdiction over the Mortgaged Property (as hereinafter defined), or
whose consent or approval is required as a prerequisite to the use, operation or
occupancy of the Mortgaged Property, or to the performance of any act or
obligation or the observance of any agreement, provision or condition of
whatsoever nature herein contained.

"HAZARDOUS MATERIAL" means (a) pollutants, contaminants, toxic or
hazardous wastes, or any other substances the removal of which is required, or
the manufacture, use, maintenance, storage, ownership or handling of which is
restricted, prohibited, regulated or penalized by any Requirement of Law now or
at any time hereunder in effect, including, without limitation, any waste,
substance or material that exhibits any of the characteristics enumerated in 40
C.F.R. Sections 261.20-261.24, inclusive, or any extremely hazardous substances
listed under Section 302 of the Superfund Amendment and Reauthorization Act of
1986 ("▇▇▇▇") that are present in threshold planning or reportage quantities as
defined under ▇▇▇▇, or any toxic or hazardous chemical substances that are
present in quantities that exceed exposure standards as those terms are defined
under Sections 6 and 8 of the Occupational Safety and Health Act and 29 C.F.R.
Part 1910

subpart 2, and (b) any asbestos or asbestos-containing substances in
quality or in quantity in violation of applicable Environmental Laws.
Notwithstanding the foregoing, the term "Hazardous Material" shall not include
chemicals routinely used in office areas or janitorial supplies, cleaning fluids
or chemicals necessary for the day-to-day operation or maintenance of the
Mortgaged Property; provided that such chemicals and cleaning fluids are used,
stored and disposed of in compliance with all Requirements of Law applicable to
the Mortgagor or the Mortgaged Property. All reference to statutes in this
definition shall be deemed to refer to such statutes as same may be amended from
time to time, and to include any statute superseding or supplementing any such
statute.

"IMPROVEMENTS" means all structures or buildings and replacements
thereof, now or hereafter erected or located at the Premises, including, without
limitation, all equipment, apparatus, machinery and fixtures of every kind and
nature whatsoever forming part of said structures or buildings.

"INSURANCE CERTIFICATES" means certificates of insurance confirming
that insurance policies meeting the requirements of this Mortgage are in effect,
which certificates shall (a) list the types and amounts of coverage evidenced
thereby, and (b) have all exclusions and exclusionary endorsements with respect
to the coverage evidenced thereby appended thereto.

"LOAN" means the indebtedness evidenced by the Notes.

"LOAN DOCUMENTS" means this Mortgage, the Indenture, the Notes, that
certain Mortgage, Security Agreement and Financing Statement dated of even date
herewith granted by Mortgagor in favor of Mortgagee encumbering that certain
warehouse facility owned by Mortgagor, and located in Bucks County, Pennsylvania
and any and all other security given by or on behalf of Mortgagor to Mortgagee
from time to time to evidence or secure the Indebtedness and any and all other
documents which may hereafter be given by Mortgagor to Mortgagee as further
security for, or in connection with, the Loan. References to the Loan Documents
or to any particular Loan Document shall be deemed references to such document

as the same may be renewed, modified, consolidated, replaced and/or restated
from time to time in accordance with the provisions of the Loan Documents;
provided, however, that this sentence shall not be construed to permit any
renewal, modification, consolidation, replacement and/or restatement that is
prohibited by or inconsistent with the provisions of this Mortgage or any
other document to which Mortgagee is a party, unless consented to by
Mortgagee.

"MORTGAGE" means this Mortgage, Security Agreement and Financing
Statement.

"MORTGAGED PROPERTY" has the meaning ascribed to such term in the
Granting Clause hereof.

"MORTGAGEE" means The Bank of New York, as trustee under the
Indenture, and its successors and assigns, as said Indenture may be modified
and/or amended.

"NOTES" has the meaning ascribed to such term in the recitals hereof.

"PERMITTED EXCEPTIONS" has the meaning ascribed to such term in
Section 1.01 hereof.

"PERMITTED TRANSFER" has the meaning ascribed to such term in Section
1.14 hereof.

"REQUIREMENTS OF LAW" means as to any Entity, any law, treaty, rule or
regulation, or determination of a Governmental Authority, in each case
applicable to or binding upon such Entity or any of its property or to which
such Entity or any of its property is subject; and, as to the Mortgaged
Property, any applicable laws, statutes, codes, treaties, permits, decrees,
ordinances, orders, rules, regulations or requirements of any Governmental
Authority, including, without limitation, any applicable environmental,
ecological, zoning, landmark, subdivision, building, use and land use laws,
codes, statutes and regulations and any applicable covenants and restrictions.

"TRANSFER" means any (i) assignment, sale or other transfer of the
Mortgaged Property or any part thereof or any interest therein (including,
without

limitation, any "air" or development rights but excluding any such
assignment, sale or other transfer in connection with a taking by eminent
domain or a transfer in lieu thereof) either voluntarily or involuntarily, by
operation of law or otherwise, or (ii) lease or sublease entered into by
Mortgagor of all or substantially all of the space in the Improvements, in a
single or successive transactions to any single lessee or related lessees.

GRANTING CLAUSE

In order to secure the payment of the Indebtedness and the performance
and observance of all of the provisions of this Mortgage, the Notes and the
other Loan Documents, Mortgagor does by these presents hereby mortgage, grant,
remise, release, alien, convey and assign unto Mortgagee, its successors and
assigns, all of Mortgagor's estate, right, title and interest in, to and under
the property described on Exhibit A hereto (the "Premises") and any and all of
the following described property (collectively, the "MORTGAGED PROPERTY")
whether now owned or held or hereafter acquired:

(a) all buildings, improvements, and tenements now or hereafter erected on
the Premises, and all heretofore or hereafter vacated alleys and streets
abutting the Premises; and

(b) all easements, rights of way, rights, appurtenances, rents, issues,
profits, royalties, mineral, oil and gas rights and profits, water, water
rights, and water stock appurtenant to the Premises; and

(c) all fixtures, machinery, equipment, engines, boilers, incinerators,
building materials and appliances of every nature whatsoever now or hereafter
located in, or on, or used, or intended to be used in connection with the
Premises, including, but not limited to, those for the purposes of supplying or
distributing heating, cooling, electricity, gas, water, air and light; and

(d) all elevators, and related machinery and equipment, fire prevention
and extinguishing apparatus, security and access control apparatus, plumbing,
bathtubs, water heaters, water closets, sinks, ranges, stoves, refrigerators,
dishwashers, disposals, washers, dryers, awnings, storm windows, storm doors,
screens, blinds,

shades, curtains and curtain rods, mirrors, cabinets, paneling, rugs,
attached floor coverings, furniture, fixtures, equipment used in connection
with the Premises; and

(e) [Intentionally omitted.]

(f) all leasehold estates, right, title and interest of Mortgagor in and
to all ground leases, leases, subleases covering the Premises or any portion
thereof now or hereafter existing or entered into (herein "LEASES") and all
right, title and interest of Mortgagor thereunder, including without limitation
all guaranties thereof, all cash, security deposits, advance rentals, and all
deposits or payments of a similar nature relating to such Leases; and

(g) all right, title and interest of Mortgagor into and under all plans,
specifications, maps, surveys, studies, reports, permits, licenses or any other
governmental approval or payment, architectural, engineering and construction
contracts, books, accounts, insurance policies, title insurance policies and
other documents of whatever kind or character, relating to the use,
construction, occupancy, leasing, sale or operation of the Premises; and

(h) all interests, estates or other claims or demands, in law and in
equity which Mortgagor now has or may hereafter acquire, in the Premises and all
estate, interest, right, title, other claim or demand, both in law and in equity
including claims or demands with respect to proceeds of insurance relating
thereto, which Mortgagor now has or may hereafter acquire in the Premises, or
any other portion thereof or interest therein; and

(i) all awards made for the taking by eminent domain or by any proceeding
or purchase in lieu thereof of the whole or any part of the Premises, including
without limitation, any award resulting from a change of any streets (whether as
to grade accession otherwise) and any award for severance damages all of which,
including all appurtenances, replacements, betterments, renewals, substitutions
and additions thereto, shall be deemed to be and remain a part of the real
property covered by this Mortgage.

TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, its
successors and assigns (as are permitted in accordance with the terms of the
Notes) forever, for the purposes and uses herein set forth.

ARTICLE I

REPRESENTATIONS AND COVENANTS OF MORTGAGOR

Mortgagor represents and covenants to and for the benefit of Mortgagee
as follows:

SECTION 1.01. COVENANT OF TITLE. Mortgagor is the owner of fee
simple title to the Mortgaged Property, subject to no lien, charge or
encumbrance except for Permitted Liens (as defined in the Indenture) and as
listed on SCHEDULE B attached hereto and made a part hereof (the "PERMITTED
EXCEPTIONS"); and this Mortgage is and shall remain a valid first mortgage lien
on the Mortgaged Property subject only to the Permitted Exceptions. Mortgagor
has full corporate power and lawful authority to mortgage the Mortgaged Property
in the manner and form herein done, and to perform all of its obligations
hereunder. Mortgagor shall preserve such title, and shall forever defend such
title and the validity and priority of the lien hereof against the claims of all
persons and parties except as aforesaid.

SECTION 1.02. FURTHER ASSURANCES. (a) Mortgagor shall, at its sole
cost and expense, perform such further acts, and execute, acknowledge and/or
deliver all such further deeds, conveyances, mortgages, assignments, estoppel
certificates, financing statements, notices of assignment, subordinations,
transfers, assurances and other documents and instruments as Mortgagee shall
from time to time require for the better assuring, conveying, assigning,
transferring and confirming unto Mortgagee of any and all of the property and
rights hereby conveyed or assigned, or that Mortgagor may be bound to convey or
assign to Mortgagee, or for carrying out the intention or facilitating the
performance of the terms of this Mortgage, or for filing, registering or
recording this Mortgage. Upon demand from time to time, Mortgagor shall execute
and deliver, and hereby authorizes Mortgagee to execute and file in Mortgagor's
name, one or more financing statements, chattel mortgages or comparable security

instruments, to evidence more effectively the lien of this Mortgage upon the
Chattels.

(b) From and after the execution and delivery of this Mortgage,
Mortgagor shall cooperate with Mortgagee in causing this Mortgage, all related
financing statements, and any other instrument creating a lien or evidencing the
lien of this Mortgage, to be filed, registered or recorded in such manner and in
such places as may be required by any present or future law in order to publish
notice of and fully perfect and protect the lien of this Mortgage upon, and the
interest of Mortgagee in, the Mortgaged Property.

(c) Mortgagor shall promptly pay, whenever imposed, all filing,
registration or recording fees, and all expenses incident to the execution and
delivery of this Mortgage, any security instrument with respect to the Mortgaged
Property, and any other instrument relating to the Indebtedness, and all
federal, state, county and municipal recording taxes, stamp taxes and similar
other taxes, duties, imposts, assessments and charges arising out of the
execution and delivery of the Notes, this Mortgage, any of the other Loan
Documents, any security instrument with respect to the Mortgaged Property or any
other instrument referred to in this Section 1.02 imposed on Mortgagee by reason
of its ownership of this Mortgage.

SECTION 1.03. PAYMENT OF INDEBTEDNESS. Mortgagor shall punctually
pay each and every component of the Indebtedness at the time (time being of the
essence) and place and in the manner specified hereunder, in the Notes and in
the other Loan Documents, all in immediately available lawful money of the
United States of America.

SECTION 1.04. MORTGAGOR'S EXISTENCE. Mortgagor shall, so long as it
holds legal title to the Mortgaged Property, and as long as any part of the
Indebtedness remains unpaid, do all things necessary to preserve and keep in
full force and effect its existence, franchises, rights and privileges as a
business or stock corporation, partnership, trust or other entity under the laws
of the state of its formation, and shall at all times during the term of this
Mortgage be and remain authorized to do business in the state in which the
Mortgaged Property is located.

SECTION 1.05. ADDITIONAL PROPERTY. All right, title and interest of
Mortgagor in and to all extensions, improvements, betterments, renewals,
substitutes and replacements of, and all additions and appurtenances to, the
Mortgaged Property, hereafter acquired by or released to Mortgagor, or
constructed, assembled or placed on the Premises, and, subject to the provisions
of Sections 1.08 and 1.09, all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembly, placement or
conversion, as the case may be, and in each such case, without any further
mortgage, conveyance, assignment or other act by Mortgagor, shall become subject
to the lien of this Mortgage as fully and completely, and with the same effect,
as though now owned by Mortgagor and specifically described in the granting
clause hereof, but at any and all times Mortgagor shall promptly execute and
deliver to Mortgagee any and all such further assurances, mortgages, conveyances
or assignments thereof as Mortgagee may reasonably request for the purpose of
expressly and specifically subjecting the same to the lien of this Mortgage.

SECTION 1.06. PAYMENT OF IMPOSITIONS AND INSURANCE. (a) Except as
otherwise provided by any of the other Loan Documents and the provisions hereof,
Mortgagor, from time to time, shall pay and discharge prior to the date interest
or penalties attach, all taxes (whether real or personal) of every kind and
nature, all general and special assessments and levies, all permit, inspection
and license fees, all water and sewer rents and charges, and all other public
charges, whether of a like or different nature, imposed upon or assessed or
levied against the Mortgaged Property or any part thereof, or resulting from the
leasing, ownership, use or occupancy thereof (all of the foregoing items being
referred to herein as "IMPOSITIONS"). Upon written request from Mortgagee,
Mortgagor shall deliver to Mortgagee receipts or other reasonably satisfactory
documentation evidencing the timely payment of all Impositions. If, by law, any
Imposition is payable (or may at the option of the payor be paid) in
installments, Mortgagor may pay the same, together with any accrued interest on
the unpaid balance of such Imposition, in installments as the same become due
and before any fine, penalty, additional interest or cost may be added thereto
for the nonpayment of any such installment and/or interest.

(b) From and after the occurrence of any Event of Default and until a
cure of such Event of Default, at the option of Mortgagee (to be exercised by
written notice to Mortgagor) and further to secure the Indebtedness and the
obligations of Mortgagor hereunder, including the payment of Impositions and the
premiums on the insurance required to be carried hereunder, Mortgagor shall
deposit with Mortgagee on the first day of each month, such amounts as, in the
reasonable estimation of Mortgagee, shall be necessary to pay such Impositions
as they become due; said deposits to be held by Mortgagee free of interest, and
free of any liens or claims on the part of creditors of Mortgagor and as part of
the security of Mortgagee. Subject to Subsection 1.06(c), payment from said
sums for current Impositions and insurance premiums on the Premises shall be
made by Mortgagee, and may be made even though such payments will benefit
subsequent owners of the Premises. Said deposits shall not be, nor deemed to
be, trust funds, but may be commingled with the general funds of Mortgagee;
provided, however, that such funds shall not be distributed by Mortgagee or
disbursed to pay any other sum. If Mortgagee shall reasonably determine that
said deposits are or will be insufficient to pay Impositions and insurance
premiums in full as the same become payable, Mortgagee shall increase the amount
of such monthly deposit by an amount necessary to insure that Mortgagee has on
deposit such sums as may be required in order to timely pay such Impositions and
insurance premiums in full. Upon the occurrence of any subsequent Event of
Default, and prior to any cure thereof, Mortgagee may, at its option, apply any
money in the fund resulting from said deposits to the payment of the
Indebtedness in such manner as it may elect, and shall give notice of such
application to Mortgagor. Under no circumstances shall Mortgagee be liable for
failure to make any payment on behalf of Mortgagor, including, without
limitation, payments of Impositions or insurance premiums.

(c) Notwithstanding anything to the contrary contained herein,
Mortgagor shall have the right to contest, at its own expense, the amount or
validity of any Impositions, interest or penalties thereon, or to seek a
reduction in the valuation of the Mortgaged Property (or any part thereof) as
assessed for real estate or personal property tax purposes, provided that the
foregoing shall not relieve Mortgagor of its obligation to

timely pay all Impositions, interest and penalties thereon. Notwithstanding
the preceding sentence, Mortgagor may defer the payment of any contested
Impositions, interest or penalties provided that (i) such deferral of payment
is permitted by applicable law, and (ii) Mortgagor in good faith and at its
own expense diligently contests the amount of such Impositions, interest,
penalty or valuation (or the validity thereof) by appropriate legal
proceedings which shall operate to prevent the collection thereof or other
realization thereon and/or the sale or the forfeiture of the Mortgaged
Property or any part thereof. Mortgagor's obligation, if any, to make
deposits pursuant to Subsection 1.06(b) hereof shall not be affected by such
deferral or proceeding; provided that Mortgagee shall not apply any amounts
so deposited during any deferral period permitted hereunder. If at any time
the Mortgaged Property or any part thereof would, in Mortgagee's reasonable
judgment, by reason of such deferral or contest, be in imminent danger of
being forfeited or lost, Mortgagee may immediately apply the cash or security
theretofore deposited with it in payment of the amount so contested and
unpaid, together with all interest and penalties thereon and shall give
Mortgagor notice five (5) days prior to such application. If at any time
Mortgagee reasonably determines that the cash or security deposited with
Mortgagee is insufficient to pay all such amounts, Mortgagor shall, within
five (5) Business Days after demand, pay such additional amounts as are
necessary to cover such deficiency.

SECTION 1.07. INSURANCE. (a) Mortgagor, at its sole cost and
expense, shall keep the Improvements and Chattels insured at all times for the
mutual benefit of Mortgagee and Mortgagor, against such risks and in such
amounts as are generally maintained by prudent owners of premises in Chicago,
Illinois, that are comparable to the Premises.

(b) Simultaneously with the execution and delivery of this Mortgage,
Mortgagor shall deliver to Mortgagee (x) Insurance Certificates evidencing that
the insurance required hereunder is in effect, or (y) endorsements with respect
to all such policies, together with proof that all premiums due with respect to
such policies have been paid in full. Thereafter, at least five (5) days prior
to the cancellation date or expiration of any such policy during the term of
this Mortgage,

Mortgagor shall deliver to Mortgagee an Insurance Certificate evidencing the
extension or renewal of such policy or renewal endorsement therefor, together
with proof that all premiums due in connection therewith have been paid in
full. All Insurance Certificates and endorsements relating to the insurance
required by this Section 1.07 shall be in form reasonably satisfactory to
Mortgagee, and shall be issued by companies authorized to do business in the
State of Illinois or qualified to write such policies in the State of
Illinois and reasonably satisfactory to Mortgagee. All policies of insurance
relating to the insurance provided for in Subsection 1.07(a) shall name
Mortgagee as a mortgagee pursuant to the standard non-contributory mortgagee
clause or its equivalent, and shall provide, subject to Subsection 1.07(c)
below, that all losses payable thereunder shall be payable to Mortgagee. For
purposes hereof, companies with a Best rating of "A-" or better (or the
equivalent rating at any applicable time) shall be deemed satisfactory to
Mortgagee.

(c) Mortgagor shall not agree to any adjustment of any claim with
respect to any property damage or casualty insurance relating to the Mortgaged
Property without the prior written consent of Mortgagee in each instance;
provided, however, that so long as no Event of Default has occurred and has not
been cured, Mortgagor shall have the right and the obligation to settle and
adjust any claim under such insurance policies without obtaining Mortgagee's
prior written consent if the amount of such claim is less than One Million
Dollars ($1,000,000.00).

(d) Each property policy providing coverage required hereunder shall
contain a provision, if available on commercially reasonable terms, that no act
or omission of Mortgagor or any other named insured shall affect or limit the
obligation of the insurance company to pay the amount of any loss sustained for
the benefit of Mortgagee and each liability and property insurance policy
providing coverage required hereunder shall contain, if available on
commercially reasonable terms, an agreement by the insurer that such policy
shall not be cancelled for any reason without at least thirty (30) days' prior
written notice to Mortgagee, and that the insurer will accept performance by
Mortgagee of Mortgagor's obligations under such policy as if performed by
Mortgagor.

(e) Mortgagee shall not be limited, in the proof of any action or
claim which Mortgagee may take or make against Mortgagor arising out of or by
reason of Mortgagor's failure to provide and keep in force insurance as
aforesaid, to the amount of any insurance premium or premiums not paid by
Mortgagor and which would have been payable with respect to such insurance. In
addition to its other rights hereunder or otherwise, Mortgagee shall be entitled
to recover for any such failure to provide and keep the insurance required
hereunder in force all damages, costs and expenses suffered or incurred by
reason of Mortgagor's failure to provide insurance as aforesaid.

(f) If at any time Mortgagee is not in receipt of written evidence
that all insurance required hereunder is in force and effect, or if at any time
Mortgagor shall fail to deliver Insurance Certificates or endorsements
evidencing the renewal of insurance policies not later than five (5) days prior
to the expiration or cancellation date of each of the insurance policies,
Mortgagee shall have the right (but shall have no obligation) to take such
action as Mortgagee deems reasonably necessary to protect its interest in the
Mortgaged Property, and shall give written notice of such action to Mortgagor,
including, without limitation the obtaining of such insurance coverage as
Mortgagee in its reasonable discretion deems reasonably appropriate, and all
expenses incurred by Mortgagee in connection with such action or in obtaining
such insurance and keeping it in effect shall be paid by Mortgagor to Mortgagee
within five (5) Business Days after written demand is made therefor.

(g) [Intentionally omitted.]

(h) Mortgagor shall not have in force at any time insurance
concurrent in form or contributing in the event of loss with that required to be
maintained hereunder unless Mortgagee is included thereon as an additional
insured and loss payee, and is furnished with the applicable Insurance
Certificates, as required by this Section 1.07.

SECTION 1.08. DAMAGE OR DESTRUCTION; INSURANCE PROCEEDS. (a)
Mortgagor shall give to Mortgagee written notice of any damage to or destruction
of the Improvements or Chattels, or any part thereof, having a reason-

ably estimated cost of repair or replacement in excess of One Million Dollars
($1,000,000.00). Such notice shall be given promptly after the occurrence of
such damage or destruction. Within a reasonable period of time after the
casualty, Mortgagor shall give Mortgagee a reasonable estimate of the cost of
repair or replacement, which shall be accompanied by reasonable documentation
supporting the basis for Mortgagor's estimate of the cost of repair or
replacement.

(b) So long as any portion of the Indebtedness is outstanding,
Mortgagor shall promptly commence and diligently complete the restoration of the
Mortgaged Property (i) as nearly as possible to substantially the same or better
physical condition as existed immediately prior to such loss or damage, and (ii)
within a reasonable time. Any restoration shall be performed in accordance with
the requirements set forth in this Section 1.08 and in Section 1.10(b) hereof.

(c) (i) In the event of damage to or destruction of the Improvements
or Chattels or any part thereof, the estimated cost of repair (as reasonably
estimated by Mortgagor) of which is equal to or less than One Million Dollars
($1,000,000.00), except as provided to the contrary below, any insurance
proceeds actually received by Mortgagee with respect thereto shall, so long as
no Event of Default has occurred that has not been cured, be immediately
released by Mortgagee to Mortgagor for application to the cost of restoration.

(ii) In the event of any damage to or destruction of the
Improvements or Chattels or any part thereof, the estimated cost of repair of
which exceeds One Million Dollars ($1,000,000.00), any insurance proceeds,
actually paid to Mortgagor or Mortgagee shall be promptly delivered to an escrow
agent or trustee experienced in administering construction loans, as reasonably
chosen by Mortgagor and Mortgagee ("ESCROWEE"), and any such insurance proceeds
received by Escrowee and deposited in an escrow with terms customarily found in
construction loan agreements between sophisticated parties, reasonably
acceptable to Mortgagor and Mortgagee ("ESCROW"), shall be applied by Escrowee
(1) first to reimburse Mortgagee for any expenses (including without limitation,
any reasonable attorneys' and consultants' fees, excluding, however, any
salaries paid to employees of

Mortgagee) incurred by Mortgagee in connection with the collection of such
insurance proceeds, or the determination of the amount of the loss, and,
except as provided to the contrary below, then (2) to Mortgagor to pay the
cost of the restoration of the Improvements and Chattels pursuant to the
terms of the Escrow and (3) the balance, if any, shall be payable to
Mortgagor. Not more than once each month, Mortgagor shall submit to Escrowee
for payment a cost breakdown of work completed to date, together with a
requisition on Mortgagee's form which shall be certified by Mortgagor and its
architect and shall state that (x) such work has been completed substantially
in accordance with the plans and specifications reasonably approved by
Mortgagee, (y) the requested amount has been paid in full or has actually
been incurred and is payable, and (z) the then estimated cost of completing
the restoration does not exceed the amount that Escrowee will hold pursuant
to this Subsection 1.08(c) following the requested payment to Mortgagor.
Disbursements by Escrowee with respect to costs of restoration shall be
subject to retainages equal to the amount actually withheld or to be withheld
by Mortgagor with respect to any payment made or to be made to any
contractors, laborers, subcontractors, mechanics, materialmen, vendors or any
other Entities with respect to such restoration, which sum shall not, in any
event, be less than five percent (5%) of the total contract amount; shall be
conditioned upon receipt by Escrowee of such evidence of the absence of liens
as Mortgagee shall reasonably require; and may be conditioned upon such
independent inspections by Mortgagee or its agents as Mortgagee may
reasonably elect to make or cause to be made at Mortgagor's expense. Funds
deposited in the Escrow shall be invested at the direction of Mortgagor,
which direction shall be reasonably satisfactory to Mortgagee, and all
interest earned thereon shall be added to the sums deposited in the Escrow.

(d) Notwithstanding any damage or destruction to the Improvements or
the Chattels or any part thereof, and regardless of the sufficiency or
insufficiency of insurance proceeds made available to Mortgagor by reason
thereof, Mortgagor shall continue to pay the Indebtedness and any reduction in
the Indebtedness resulting from the application of any insurance proceeds to the
payment of the Indebtedness by Mortgagee shall be deemed to take

effect only from and after the date paid by Mortgagee in accordance with the
Indenture.

SECTION 1.09. CONDEMNATION. Notwithstanding any taking by any public
or quasi-public authority through eminent domain or otherwise, Mortgagor shall
continue to pay the Indebtedness at the time and in the manner provided for its
payment in the Loan Documents and the Indebtedness shall not be reduced until
any award or payment therefor shall have been applied by Mortgagor in accordance
with Section 4.10 of the Indenture. Mortgagee shall not be obligated to see to
the proper application of any award or payment paid over to Mortgagor, and if
Mortgagee receives and retains such award or payment, it shall turn over such
funds to the Mortgagor for application pursuant to Section 4.10 of the
Indenture. If the Mortgaged Property is sold, through foreclosure or otherwise,
prior to the receipt by Mortgagor of such award or payment, Mortgagor shall
apply the proceeds from the sale in accordance with Section 4.10 of the
Indenture. Mortgagor shall file and prosecute its claim or claims for any such
award or payment in good faith and with due diligence and cause the same to be
collected and paid in accordance with Section 4.10 of the Indenture. Mortgagor
hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor
or otherwise, to collect and receive any such award or payment and to file and
prosecute such claim or claims.

SECTION 1.10. CONDITION OF PREMISES; COMPLIANCE WITH LAWS;
RESTRICTIVE COVENANTS. (a) Mortgagor (i) shall maintain the Mortgaged Property
and Chattels in all material respects in good condition, safe operating order
and good repair, subject to ordinary wear and tear; (ii) shall not commit or
suffer any intentional waste of any material portion thereof; (iii) shall
observe, perform or cause to be performed all obligations arising under
agreements or recorded instruments the default of which would materially
adversely affect the Premises or the operation thereof; (iv) shall comply or
cause to be complied with in all material respects all Requirements of Law now
or hereafter relating to the Mortgaged Property or any part thereof, including,
without limitation, all applicable covenants, conditions and restrictions
affecting the Mortgaged Property or Chattels, and shall not suffer or permit any
violation thereof by an affiliate of Mortgagor and shall from time to time
promptly take such

actions and make all repairs, renewals, replacements, additions and
improvements in connection therewith that are necessary to comply with
Mortgagor's obligations hereunder and permitted hereunder; and (v) shall
comply in all material respects with all requirements of insurance policies
covering the Mortgaged Property, and with all applicable orders, rules and
regulations of the National Board of Fire Underwriters or any other body
hereafter exercising similar functions; provided, however, that Mortgagor
shall have, to the extent permitted by law, the right to contest any such
Requirement of Law or insurance requirement, and to defer compliance with
such Requirement of Law or insurance requirement pending the outcome of such
contest, provided that (1) Mortgager conducts such contest at its own expense
and in good faith and pursues such contest diligently and (2) such contest
operates so as to prevent (x) any adverse effect upon the lien or security
interest created hereby, (y) Mortgagee from being subject to any criminal
liability, and (z) any material impairment of the insurance coverage required
hereby.

(b) Mortgagor shall have the right from time to time during the term
of this Mortgage to make, at its sole cost and expense, changes and alterations
in or to the Improvements, whether or not in connection with any repair or
restoration required by this Mortgage, provided, however, that any such changes,
alterations or restoration having a reasonably estimated value of more than one
hundred and fifty thousand dollars ($150,000.00) shall be effected as follows:

(i) [Intentionally omitted.]

(ii) [Intentionally omitted.]

(iii) [Intentionally omitted.]

(iv) Any change, alteration or restoration made by or with the
approval of Mortgagor shall be performed promptly, in a good and
workmanlike manner, in compliance with all Requirements of Law and in
accordance with the applicable orders, rules and regulations of the
National Board of Fire Underwriters or any other body hereafter
exercising similar functions.

(v) The Mortgaged Property shall at all times be free of liens
for labor and materials supplied or claimed to have been supplied to
the Premises; provided, however, that in the event any lien is filed
against the Premises, Mortgagor shall have thirty (30) days to satisfy
such lien or provide Mortgagee with evidence reasonably satisfactory
to Mortgagee that Mortgagor is diligently contesting in good faith
such lien by appropriate legal proceedings.

(vi) At all times when any change, alteration or restoration is
in progress, Mortgagor shall maintain or cause to be maintained, for
the mutual benefit of Mortgagor and Mortgagee, general liability
insurance, in addition to the coverage required by Section 1.08
hereof, as Mortgagee shall reasonably require in order to protect
Mortgagee against any potential liabilities arising out of such work
that shall not be covered by the insurance required by Section 1.07.
Insurance Certificates evidencing such insurance issued by the
respective insurers and evidencing the payment of premiums therefor
(or accompanied by other evidence satisfactory to Mortgagee of such
payment), shall be delivered to Mortgagee promptly upon its request.

(vii) [Intentionally omitted.]

(c) Mortgagor shall not remove, demolish or destroy, in whole or in
part, any material portion of the Improvements (other than any tenant
improvements) or Chattels unless the same is promptly replaced by Improvements
or Chattels substantially equal or greater in quality, value, and condition to
those removed, free from security interests (other than purchase money financing
or other Permitted Exceptions), licenses, claims or encumbrances, including any
reservations of title thereto; provided, however, if by reason of technological
or other developments in the operation and maintenance of buildings of the
general character of the Improvements, no replacement of Chattel(s) so removed
or disposed of is necessary and desirable for the proper operation or
maintenance of such Improvements, Mortgagor shall not be required to replace
same.

SECTION 1.11. ASSIGNMENT OF LEASES, RENTS, ISSUES AND PROFITS. As
further security for payments of the indebtedness and performance of the
obligations secured hereby, Mortgagor hereby transfers, assigns and sets over
unto Mortgagee all leases, if any, now or hereafter entered into by Mortgagor
with respect to all or any part of the Mortgaged Property, and all renewals,
extensions, subleases or assignments thereof, and all other occupancy agreements
(written or oral), by concession, license or otherwise, together with all of the
rents, income, receipts, revenues, issues and profits arising therefrom, such
assignment of rents, income, receipts, revenues, issues and profits to be
absolute and not only collateral; provided, however, that permission is hereby
given to Mortgagor, so long as no Event of Default shall have occurred and be
continuing, to collect and use such rents, but not before, they become due and
payable, which permission shall be suspended immediately, without the necessity
of any action by Mortgagee, upon the occurrence and during the continuance of an
Event of Default.

SECTION 1.12. NO PRIOR SALE. Mortgagor has not sold, conveyed,
assigned or otherwise transferred, or agreed to sell, convey, assign or
otherwise transfer, to any Entity, any development, "air" or floor-area-ratio
rights of Mortgagor with respect to any of the Mortgaged Property, other than as
may be set forth in any of the Permitted Exceptions.

SECTION 1.13. HAZARDOUS MATERIAL. Mortgagor has not received
written notice of any violation of or noncompliance with any Environmental
Law and has no knowledge of any action or other proceeding having ever been
commenced or threatened against Mortgagor by any Governmental Authority
involving any claim of violation of or noncompliance with any such
Environmental Law with respect to the Mortgaged Property that is reasonably
likely to have a material adverse effect on the Premises. Mortgagor has
never caused or knowingly permitted or suffered any Hazardous Material to be
placed, held, located or disposed of on, under or at the Premises, or any
part thereof in any manner that could reasonably be expected to have a
material adverse impact on the Premises and the Premises has never been used
by Mortgagor as a dump or storage site for Hazardous Material in any manner
that could reasonably be expected to have a material adverse

impact on the Premises. If Mortgagee purchases the Mortgaged Property at
foreclosure, takes a deed in lieu of foreclosure, operates or takes
possession of the Mortgaged Property or takes other action to realize on the
Mortgaged Property at any time before the Indebtedness has been repaid in
full, the representations and warranties in this Section 1.13 shall continue,
subject to the provisions of Section 3.22 hereof. Nothing herein shall be
construed as devolving control of the Mortgaged Property or imposing owner or
operator status upon Mortgagee prior to any purchase of the Mortgaged
Property by Mortgagee at foreclosure or the taking of a deed in lieu of
foreclosure.

SECTION 1.14. PERMITTED TRANSFERS. (a) Mortgagor acknowledges that
further encumbrance of the Mortgaged Property could significantly and materially
alter, impair and reduce Mortgagee's security for the Notes. Therefore,
Mortgagor hereby covenants that it shall not further mortgage, encumber or
pledge the Mortgaged Property or suffer the same to occur, other than a transfer
permitted hereunder or under the Indenture without the prior written consent of
Mortgagee.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

SECTION 2.01. EVENTS OF DEFAULT. The occurrence of any one or more
of the following events shall be an "EVENT OF DEFAULT":

(a) if Mortgagor shall fail to make any payment required by this
Mortgage within 30 days of date due; or

(b) [Intentionally omitted.]

(c) if title to the Mortgaged Property shall be subject to any lien,
charge or encumbrance other than Permitted Exceptions, and Mortgagor fails
within thirty (30) days after written request by Mortgagee to discharge by
bonding, title insurance or otherwise such lien, charge or encumbrance; or

(d) if any representation or warranty contained herein shall be false
or incorrect in any material and adverse respect so as to have a material
adverse effect on the Mortgaged Property or an adverse effect on the security
granted to Mortgagee under any of the Loan Documents on the date as of which it
was or shall be made, except that an Event of Default shall be deemed to have
occurred only if within thirty (30) days after written notice from Mortgagee to
Mortgagor, such false or incorrect statement or the underlying cause thereof,
shall not have been corrected to the satisfaction of Mortgagee; or

(e) if an Event of Default under the Indenture shall have occurred
and be continuing; or

(f) if Mortgagor fails to keep, observe and/or perform any of the
other covenants, conditions, obligations or agreements contained in this
Mortgage, and such default continues for a period of thirty (30) days after
written notice to Mortgagor.

Notwithstanding anything in this Section 2.01 to the contrary, to the
extent any of Mortgagor's non-monetary obligations hereunder cannot be remedied
within the period of thirty (30) days after written notice thereof which has
been provided for, such time period shall be extended by such additional
reasonable time as may be necessary to remedy such default, provided that
Mortgagor promptly commences to cure such default and diligently continues such
cure and such default is in fact cured within 120 days after the original
written notice thereof.

SECTION 2.02. MORTGAGEE'S REMEDIES. At any time following the
occurrence of any Event of Default (but only during the continuance thereof),
Mortgagee may (but need not), as Mortgagee deems advisable to protect and
enforce its rights against Mortgagor and in and to the Mortgaged Property, and
without impairing or otherwise affecting the other rights and remedies of
Mortgagee, take any one or more of the following actions, at such times and in
such order as Mortgagee shall determine in its sole discretion:

(a) elect to accelerate the Indebtedness in accordance with the terms
of the Indenture; and/or

(b) to the extent permitted by law, enter into and upon the Premises,
and each and every part thereof, and exclude Mortgagor and its agents wholly
therefrom, and having and holding the same, use, operate, manage and control the
Mortgaged Property and conduct the business thereof, either personally or by its
superintendents, managers, agents and attorneys; at the expense of Mortgagor,
maintain and restore the Premises, complete the renovation of any Improvements,
and in the course of such completion make such changes in any contemplated
improvements on and to the Premises as Mortgagee deems desirable; at the expense
of Mortgagor, make all necessary or proper repairs, renewals and replacements,
and such alterations, additions, betterments and improvements on and to the
Mortgaged Property as Mortgagee may deem advisable; and exercise all rights and
powers of Mortgagor with respect thereto, either in the name of Mortgagor, as
Mortgagor's attorney-in-fact, or otherwise as Mortgagee shall deem best; collect
and receive all rents with respect to the Mortgaged Property and every part
thereof, all of which shall for all purposes constitute property of Mortgagee,
and, after deducting the reasonable expenses of conducting the business thereof
and of all maintenance, repairs, renewals, replacements, alterations, additions,
betterments and improvements, and amounts, necessary to pay for Impositions,
insurance and other prior or proper charges upon the Mortgaged Property or any
part thereof, as well as reasonable compensation for the services of Mortgagee's
attorneys, consultants, contractors, and agents, apply the moneys arising as
aforesaid, to the payment of the delinquency in the payment of the Indebtedness;
and/or

(i) sell to the fullest extent permitted and pursuant to the
procedures provided by law, the Mortgaged Property and all estate,
right, title and interest, claim and demand therein, and right of
redemption thereof, at one or more sales as an entirety or in parcels,
and at such time and place, upon such terms and after such notice
thereof as may be required or permitted by law; and/or

(ii) institute proceedings for the complete or partial
foreclosure of this Mortgage; and/or

(iii) take such steps as Mortgagee shall elect 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 any of the Loan Documents, 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 now or
hereafter existing; and/or

(iv) perform or comply with any term, covenant or condition of
this Mortgage and any of the other Loan Documents that Mortgagor has
failed to timely perform or comply with, and all payments made or
costs or expenses incurred by Mortgagee in connection therewith shall
be immediately repaid by Mortgagor to Mortgagee with interest thereon
at the Default Rate upon demand by Mortgagee. The necessity for any
such actions and of the amounts to be paid shall be determined by
Mortgagee in its reasonable discretion. Mortgagee is hereby
irrevocably authorized and empowered to enter (and to authorize and
empower its designees to enter) upon the Premises or any part thereof
for the purpose of performing or observing any such term, covenant or
condition without thereby becoming liable to Mortgagor or any person
in possession holding under Mortgagor except for any loss or damage as
a result of Mortgagee's willful misconduct, gross negligence or bad
faith.

SECTION 2.03. PROCEEDS. Upon any sale made under or by virtue of
this Mortgage, whether made by virtue of judicial proceedings, or of a judgment
or decree of foreclosure and sale, Mortgagee may bid for and acquire the
Mortgaged Property or any part thereof, and in lieu of paying cash therefor may
make settlement for the purchase price by crediting against the Indebtedness the
net sales price after deducting therefrom the expenses of the sale and the costs
of the action and any other

sums which Mortgagee is authorized to deduct under this Mortgage or pursuant
to applicable law. The proceeds available by virtue of this Mortgage shall
be applied following such sale as follows:

First: To the payment of the reasonable costs and expenses (including
the reasonable fees of Mortgagee's counsel and including those costs incurred
pursuant to Section 3.07 hereof) of or incidental to such sale or any judicial
proceedings wherein the same may be made, and of all expenses, liabilities,
Impositions, insurance premiums and other advances reasonably necessary to (i)
protect the security of this Mortgage or the Mortgaged Property, or (ii) cure
defaults of Mortgagor under this Mortgage, together with interest at the Default
Rate on all payments or advances made by Mortgagee on account of such expenses,
liabilities, taxes, insurance premiums and other advances.

Second: To the payment of the Indebtedness in accordance with the
terms of the Indenture.

Third: The payment of the surplus, if any, shall be distributed to
Mortgagor unless otherwise prohibited by law.

SECTION 2.04. PAYMENT OF MORTGAGOR'S EXPENSES AFTER DEFAULT. If an
Event of Default shall have occurred, then, upon written demand of Mortgagee,
Mortgagor shall pay to Mortgagee the reasonable costs and expenses of collection
and enforcement in respect of any payment and/or obligation of Mortgagor
hereunder, including reasonable compensation to Mortgagee's agents and counsel,
and any other reasonable expenses incurred by Mortgagee hereunder. If Mortgagor
shall fail to pay such amounts upon such demand, Mortgagee shall be entitled and
empowered to institute actions or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may collect, in any manner provided
by law, moneys adjudged or decreed to be payable, provided it is done in
accordance with the provisions herein. Following the occurrence of any Event of
Default and immediately upon the commencement of any action, suit or other legal
proceedings by Mortgagee of any nature in aid of the enforcement of the Notes or
of this Mortgage or any other Loan Document, Mortgagor shall

enter its voluntary appearance in such action, suit or proceeding. Mortgagee
shall be entitled to recover judgment before, after or during the pendency of
any proceedings for the enforcement of the provisions of this Mortgage.

SECTION 2.05. RECEIVERS. To the extent permitted by law, at any time
after the occurrence of an Event of Default that has not yet been cured,
Mortgagee shall be entitled, if it shall so elect, without the giving of notice
and without regard to the adequacy or inadequacy of any security held by
Mortgagee with respect to the Indebtedness, to the appointment of a receiver or
receivers in respect of the Mortgaged Property. Any such receiver shall have a
right to possession of the Mortgaged Property from and after his or her
appointment, it being the intention of the parties hereto that this Mortgage
permit such receiver to have every right and power with respect to the Mortgaged
Property that is permitted by applicable law.

SECTION 2.06. ELECTION OF REMEDIES. (a) If the Indebtedness is now
or hereafter further secured by chattel mortgages, pledges, contracts,
guaranties, assignments of leases, or other security, Mortgagee may at its
option exercise any or all of its remedies thereunder and/or its remedies
hereunder either concurrently or independently, and in such order as it may
determine.

(b) Each of the rights of Mortgagee granted and/or arising under this
Mortgage shall be separate, distinct and cumulative of all other rights that
Mortgagee may have at law, in equity or otherwise, and none of them shall be in
exclusion of the others, and all of them are cumulative to the remedies for
collection of indebtedness, enforcement of rights under mortgages, and
preservation of security as provided at law. No act of Mortgagee shall be
construed as an election to proceed under any one or more provisions hereof or
under the Note or any other Loan Document to the exclusion of any other
provision, or an election of remedies to the bar of any other remedy allowed at
law or in equity.

SECTION 2.07. WAIVER BY MORTGAGOR. Mortgagor shall not at any time
insist upon, or plead, or in any manner whatever claim or take any benefit or
advantage of any stay or extension or moratorium of law, any exemption

from execution or sale of the Mortgaged Property or any part thereof, whether
now or at any time hereafter in force, which may affect the covenants and
terms of performance of this Mortgage. Mortgagor shall not claim, take or
insist upon any benefit or advantage of any law now or hereafter in force
providing for the valuation or appraisal of the Mortgaged Property or any
part thereof prior to any sale or sales thereof that may be made pursuant to
any provision hereof or pursuant to the decree, judgment or order of any
court of competent jurisdiction, and after any such sale or sales, Mortgagor
shall not claim or exercise any right under any statute or other law
heretofore or hereafter enacted to redeem the property so sold or any part
thereof. To the extent permitted by law, Mortgagor hereby expressly waives
all benefit or advantage of any such law or laws, and covenants not to
hinder, delay or impede the execution of any power herein granted or
delegated to Mortgagee, but to suffer and permit the execution of every power
as though no such law or laws had been made or enacted. Mortgagor, for
itself and all who may claim under it, hereby waives, to the fullest extent
that it lawfully may, all right to have the Mortgaged Property marshalled
upon any foreclosure hereof, and any and all rights of redemption from sale
under any order or decree of foreclosure of this Mortgage on its behalf and
on behalf of each and every person.

SECTION 2.08. FAIR RENTAL. Following the occurrence and continuance
of any Event of Default and prior to the exclusion of Mortgagor from all or any
part of the Premises, Mortgagor agrees to pay to Mortgagee the fair rental value
(as such shall be determined by Mortgagee) for the use and occupancy of any
portion of the Mortgaged Property that is being occupied by Mortgagor or any
affiliate for such period, and, upon default of any such payment, shall vacate
and surrender possession thereof to Mortgagee or to a receiver, if any, and in
default thereof may be evicted by any summary action or proceeding for the
recovery of possession of the Mortgaged Property for nonpayment of rent, however
designated; provided, however, that any funds shall be returned to Mortgagor
after such Event of Default is cured or waived.

SECTION 2.09. MODIFICATION OF COLLATERAL AGREEMENTS. Without
affecting the liability of Mortgagor

or any other Entity for payment of the Indebtedness or for performance of any
obligation contained herein, and without affecting the rights of Mortgagee
with respect to any security not expressly released in writing, Mortgagee
may, at any time and from time to time, either before or after the maturity
of the Notes and without notice or consent:

(a) make any agreement with Mortgagor extending the time or otherwise
altering the terms of payment of or any part of the Indebtedness, or modifying
or waiving any such obligation, or subordinating, modifying, or otherwise
dealing with the lien or charge hereof;

(b) exercise, or refrain from exercising, or waive any right
Mortgagee may have;

(d) release or otherwise deal with any property, real or personal,
securing the Indebtedness, including all or any part of the Mortgaged Property.

SECTION 2.10. COSTS OF LITIGATION AND COLLECTION. If, following an
Event of Default, this Mortgage is put into the hands of an attorney for
collection, suit, action or foreclosure and Mortgagee prevails in such suit,
action or foreclosure, or if any action or proceeding shall be commenced to
which Mortgagee is made a party or in which it becomes necessary, in the opinion
of Mortgagee's counsel, to defend or uphold the lien of this Mortgage, all sums
expended by Mortgagee, including reasonable counsel fees and disbursements,
shall be paid by Mortgagor, together with interest thereon at the Default Rate
from and after the rendition to Mortgagor of bills therefor through the date of
payment, and, in any action or proceedings to foreclose this Mortgage, or to
recover or collect the Indebtedness, the provisions of law respecting the
recovery of costs, disbursements and allowances shall prevail unaffected by this
covenant.

SECTION 2.11. SECURITY AGREEMENT. This Mortgage is and is hereby
deemed to be a Security Agreement under the Uniform Commercial Code (the "CODE")
with respect to any and all of the Mortgaged Property that is not real property,
for the purpose of creating hereby a security interest in such property, which
security inter-

est is hereby granted to Mortgagee as "Secured Party" (as said term is
defined in the Code), securing the Indebtedness and the obligations of
Mortgagor hereunder and, upon recording or registration in the real property
records of the County of [▇▇▇▇], State of [Illinois], shall constitute a
"fixture filing" within the meaning of Sections 9-313 and 9-402 of the Code
creating a perfected security interest in all fixtures now or hereafter
located at the Premises. At any time following any acceleration of the
Indebtedness pursuant to the provisions hereof, Mortgagee may at its
discretion require Mortgagor to assemble the collateral and make it available
to Mortgagee at the Premises. Mortgagee shall give Mortgagor written notice
of the time and place of any public sale of any of the collateral or of the
time after which any private sale or other intended disposition thereof is to
be made by sending notice to Mortgagor at least twenty (20) Business Days
before the time of the sale or other disposition, which provisions for notice
Mortgagor hereby agrees to be reasonable.

SECTION 2.12. SUITS WITHOUT ACCELERATION. During the continuation of
any Event of Default, Mortgagee shall have the right from time to time to ▇▇▇
for any sums, whether interest (or any installment thereof), Impositions,
penalties, or any other sums required to be paid under the terms of this
Mortgage, as (or at any time after) the same become due, without regard to
whether or not all of the Indebtedness shall be due on demand, and without
prejudice to the right of Mortgagee thereafter to enforce any appropriate remedy
against Mortgagor, including sale under this Mortgage, or any other action, for
an Event of Default by Mortgagor existing before, at or after the time such
earlier action was commenced, unless Mortgagee shall have expressly and
specifically accepted performance of such Event of Default by Mortgagor and
shall have acknowledged such acceptance as a limitation of Mortgagee's rights
under this Section 2.12.

SECTION 2.13. REPORT OF TITLE. Mortgagee, following the occurrence
of any Event of Default, may order a report of title to the Premises, and if the
cost of the same shall not be paid by Mortgagor within ten (10) days following
the date of demand therefor and presentation of bills with respect thereto,
Mortgagee may, but shall be under no obligation to, pay the same, and Mortgagor
shall reimburse Mortgagee for the cost

thereof within ten (10) days after demand therefor with interest thereon from
the date of demand through the date of payment at the Default Rate.

SECTION 2.14. ADDITIONAL RIGHTS OF MORTGAGEE. (a) If there be
commenced any action or proceeding that would, if decided against Mortgagor,
have a material adverse effect upon the Premises or Chattels, or the title
thereto or the lien of this Mortgage thereon, Mortgagee may, at its option,
appear in any such action or proceeding and retain counsel therein, and take any
action therein as Mortgagee deems advisable in its reasonable discretion.

(b) Any provision of this Mortgage to the contrary notwithstanding,
in cases where Mortgagee reasonably determines that an emergency exists,
Mortgagee (acting through its agents or designees or otherwise) may, without
prior notice, enter upon the Premises and take such action as Mortgagee deems
necessary in its reasonable discretion to preserve the Mortgaged Property or
Chattels or any parts thereof.

ARTICLE III

ADDITIONAL PROVISIONS

SECTION 3.01. BUSINESS PURPOSE. It is specifically understood and
agreed that the Indebtedness is incurred solely for a business purpose and not a
personal, family, household or agricultural purpose.

SECTION 3.02. TENDER OF PAYMENT. To the extent that Mortgagee
receives any funds hereunder, Mortgagee shall be entitled to apply such funds
first to satisfy any obligation of Mortgagor under Section 3.07 hereof.

SECTION 3.03. BOOKS, RECORDS, ACCOUNTS AND REPORTS. Mortgagor shall
keep and maintain or shall cause to be kept and maintained, at Mortgagor's cost
and expense and in accordance with sound accounting practices and principles
consistently applied, proper and accurate books, records and accounts of all
items of cost in connection with the construction of any improvements which are
now or hereafter a portion of the Premises, and

Mortgagee and any persons authorized by Mortgagee shall have the right at all
reasonable times and upon reasonable notice to inspect such books, records
and accounts and to make copies thereof.

SECTION 3.04. INSPECTION BY MORTGAGEE. Mortgagor shall permit
Mortgagee and any agent or representative of Mortgagee to enter upon the
Premises and inspect the Mortgaged Property and all books, contracts and records
of Mortgagor relating to the Mortgaged Property at reasonable times and upon
reasonable notice, until such time as the Indebtedness is repaid in full.
Mortgagee shall not have any duty to make any such inspection and shall not
incur any liability or obligation as a result of making or not making any such
inspection, except as a result of the intentional misconduct, gross negligence
or bad faith when making such an inspection of Mortgagee or its agents.

SECTION 3.05. ESTOPPEL CERTIFICATES. Within ten (10) Business Days
following the written request of either Mortgagor or Mortgagee (which may be
made from time to time), Mortgagor or Mortgagee, as the case may be, shall
certify to the requesting party or to any Entity designated thereby, by a duly
acknowledged writing, the amount of principal and interest then owing under the
Notes and secured by this Mortgage, and, if the Estoppel Certificate is
requested by Mortgagee, whether any offsets or defenses exist against the
Indebtedness and, if the Estoppel Certificate is requested by Mortgagor, whether
any notice of default has been given by Mortgagee or, to Mortgagee's knowledge
or, in the case of Mortgagor, to Mortgagor's knowledge (without any duty on the
part of Mortgagee or Mortgagor to make or undertake any investigation) whether
there exists any basis for such a notice. If in connection with such request
the requesting party provides a statement of the amount of principal and
interest then owing under the Notes and secured by this Mortgage, Mortgagor or
Mortgagee, as the case may be, shall confirm such statement or dispute it in
reasonable detail in the certificate to be delivered hereunder.

SECTION 3.06. NO WAIVERS; APPROVALS. (a) Any failure by Mortgagee to
insist, or election by Mortgagee not to insist, upon the strict performance of
any of the terms and provisions of this Mortgage or any of the other

Loan Documents, shall not be deemed to be a waiver of any of the terms and
provisions hereof, and Mortgagee, notwithstanding any such failure(s), shall
have the right thereafter to insist upon the strict performance by Mortgagor
of any and all of the terms and provisions of this Mortgage to be performed
by Mortgagor. Mortgagor hereby specifically agrees that no provision of this
Mortgage can be waived by course of conduct or orally.

(b) Except as otherwise provided herein, whenever, pursuant to this
Mortgage, Mortgagee exercises any right given to it to approve or disapprove, or
any document, arrangement or term is to be satisfactory to Mortgagee, the
decision of Mortgagee to approve or disapprove or to decide that the document,
arrangement or terms are satisfactory or not satisfactory shall be in the sole
discretion of Mortgagee and shall be final and conclusive. Mortgagee shall have
a reasonable period of time, unless otherwise specified, to evaluate any
requests for its approval referred to herein. If Mortgagee does not approve or
disapprove any matter for which consent is required hereunder within fifteen
(15) Business Days of the date such request was received by Mortgagee, Mortgagee
shall be deemed to have approved such a request. As to any matter set forth
herein for which Mortgagee's consent is required, Mortgagee's evaluation shall
be based upon (i) whether the requested matter could materially adversely affect
(x) the operation of the Premises, or (y) the security for the Loan, or (ii)
whether the matter would increase the obligations of the Mortgagor without
offering a corresponding increase in benefit to Mortgagor.

(c) If, pursuant to the terms of this Mortgage, any consent or
approval by Mortgagee is not to be unreasonably withheld or is subject to a
specified standard, and it is held by a court of competent jurisdiction that the
consent or approval was unreasonably withheld or delayed or that such specified
standard was met so that the consent or approval should have been granted, the
consent or approval shall be deemed granted, and except to the extent that there
has been a final judicial determination that such consent or approval was
withheld in bad faith (in which case the limitations on damages set forth in
this sentence shall not apply), such granting of the consent or approval shall
be the exclusive remedy of

Mortgagor, and Mortgagee shall not in any event be liable for damages by
reason thereof.

SECTION 3.07. INDEMNIFICATION. Except for any loss or claim suffered
by Mortgagee after Mortgagee or its agents takes possession of or title to the
Premises and for any of the acts of Mortgagee or its agents which Mortgagee does
while Mortgagee or its agents is either in possession of or takes title to the
Premises, Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from
and against any and all claims, damages, losses, liabilities, penalties and
causes of action of any kind whatsoever, which Mortgagee may sustain or incur
(or which may be claimed against Mortgagee) by reason of, or in connection with
(a) Mortgagee's interest in the Mortgaged Property or receipt of any rent or
other sum therefrom, except to the extent that the foregoing may be sustained or
incurred by reason of any sale by Mortgagee of any interest in the Loan; (b) any
accident, injury to or death of persons or loss of or damage to property
occurring on or about the Premises or the adjoining sidewalks, streets or ways,
curbs, vaults and vault space, if any; (c) any use, non-use or condition of the
Premises or the adjoining sidewalks, streets or ways, curbs, vaults and vault
space, if any; (d) any failure on the part of Mortgagor to perform or comply
with any of the terms, covenants or provisions of this Mortgage; (e) the filing
of any mechanics' lien encumbering the Mortgaged Property; or (f) the inaccuracy
of any representation made by Mortgagor herein. Any amounts payable to
Mortgagor or Mortgagee under this Section 3.07 shall bear interest through the
date of payment at the Default Rate. This Section 3.07 is in addition to and
shall in no event limit any of the other indemnification provisions contained in
this Mortgage.

SECTION 3.08. LIEN UNAFFECTED BY MODIFICATIONS OF NOTES. Except as
otherwise expressly provided by the Indenture, the lien of this Mortgage shall
not be affected by any concession, forbearance, moratorium or release granted by
Mortgagee, including, but not limited to any renewal, extension, modification,
coordination, consolidation or restatement which Mortgagee may grant with
respect to the Notes and/or the Indebtedness, or any surrender, compromise,
release, renewal, extension, exchange or substitution which Mortgagor may grant
in respect of

the Mortgaged Property, or any part thereof or interest therein.

SECTION 3.09. AUTHORITY. Mortgagor has full corporate power,
authority and legal right to execute this Mortgage and to mortgage and assign
the Mortgaged Property pursuant to the terms hereof and to keep and observe all
of the terms of this Mortgage on Mortgagor's part to be performed, and upon the
execution and delivery hereof, this Mortgage shall be binding on Mortgagor in
accordance with its terms.

SECTION 3.10. WAIVER OF NOTICE. Mortgagor shall not be entitled to
any notices of any nature whatsoever from Mortgagee, except to the extent
required by law or except to the extent that this Mortgage specifically and
expressly provides for the giving of notice by Mortgagee to Mortgagor.

SECTION 3.11. NO EXTENSIONS OF TIME. No extension of time for the
payment of the Indebtedness or any installment thereof made by agreement with
any Entity now or hereafter liable for payment of the Indebtedness shall operate
to release, discharge, modify, change or affect the original liability of
Mortgagor under this Mortgage or under any other Loan Document, either in whole
or in part. Mortgagor shall not be entitled to any extension of the time by
which Mortgagor's performance under this Mortgage or any other Loan Document is
required hereunder or thereunder, subject, however, to the applicable grace
periods, if any, set forth herein or therein.

SECTION 3.12. INFORMATION. Mortgagor shall deliver to Mortgagee,
promptly upon request, all such information with respect to the contracts
relating to the improvement, maintenance, management and operation of the
Mortgaged Property or any part thereof as Mortgagee from time to time may
reasonably request.

SECTION 3.13. INVALIDITY OF CERTAIN PROVISIONS. All rights, powers
and remedies provided herein may be exercised only to the extent that the
exercise thereof does not violate any applicable law, and are intended to be
limited to the extent necessary so that they will not render this Mortgage
invalid, unenforceable or not entitled to be recorded, registered or filed under

any applicable law. If any term of this Mortgage or the application thereof
to any Entity or circumstances shall, to any extent, be held to be invalid or
unenforceable, the remainder of this Mortgage, and the application of such
term or provision to Entities or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Mortgage shall be valid and enforceable to the
fullest extent permitted by law.

SECTION 3.14 Intentionally Deleted.

SECTION 3.15. NOTICES. (a) Mortgagor shall give notice to Mortgagee
within ten (10) Business Days after Mortgagor becomes aware of the occurrence of
any of the following:

(i) Any material litigation, investigation or proceeding at any
time to which Mortgagor is a party and that could reasonably be
expected to have a materially adverse effect on the Mortgaged
Property;

(ii) Any litigation or proceeding affecting the Mortgaged
Property or any part thereof in which the amount involved is Two
Million Dollars ($2,000,000.00) or more and not fully covered by
insurance excluding any deductible, or in which injunctive or similar
relief is sought;

(iii) A materially adverse change in the Mortgaged Property;

(iv) Any notice given to Mortgagor that alleges any material
violation of or noncompliance with any Requirement of Law with respect
to the Mortgaged Property (including, without limitation, any notice
that alleges violation of or noncompliance with any Environmental
Laws) that could be reasonably be expected to have a material adverse
effect on the Mortgaged Property; or

(v) Any lien relating to a claim in excess of One Million
Dollars ($1,000,000.00) filed or otherwise asserted against the
Mort-

gaged Property, other than a lien created by any Loan Document.

Each notice pursuant to this Section 3.15 shall be accompanied by a
statement of Mortgagor setting forth details of the occurrence referred to
therein and describing the action Mortgagor proposes to take with respect
thereto. All notices shall be in writing and sent in the manner provided in
Section 3.15(b) hereof.

(b) Any communications, requests or notices required or appropriate
to be given under this Mortgage shall be in writing and either personally
delivered, delivered by overnight courier, or mailed by certified, registered,
or express mail, return receipt requested, deposited in the United States mail
postage pre-paid, addressed to the party for whom the notice is intended as
follows:

To Mortgagor: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

To Mortgagee: The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

These addresses may be changed by notice as provided herein.
Notwithstanding anything to the contrary contained above, notices of default
hereunder shall be given only by personal delivery or by overnight courier,
addressed in the manner provided above. All notices shall be deemed to have
been received on the earlier of actual receipt, or, if given by mail, four (4)
Business Days following the postmark date thereof unless sent by overnight mail
in which event they shall be deemed to have been received one (1) Business Day
following the postmark date thereof. Any indicated copies of any notices are
courtesy copies only, and failure to deliver any such copy shall not be deemed
to be a failure to deliver notice to Mortgagor or Mortgagee, as the case may be.
Mortgagee's attorney(s) and Mortgagor's attorney(s)

are hereby authorized on behalf of their respective clients to serve any
notice under this Mortgage.

SECTION 3.16. CONSTRUCTION. In this Mortgage, unless the context
otherwise requires, the terms "hereby," "hereof," "hereto," "herein,"
"hereunder," and any similar terms refer to this Mortgage as an entirety and not
solely to the particular portion in which such word is used. Whenever reference
is made herein to the "Premises" or "Mortgaged Property," such reference shall
be deemed to be to "the Premises or any part thereof" or "the Mortgaged Property
or any part thereof" (as the case may be), unless the context clearly requires a
contrary meaning.

SECTION 3.17. NO JOINT VENTURE. Mortgagor and Mortgagee intend that
the relationship created under the Notes and under this Mortgage be solely that
of debtor and creditor or mortgagor and mortgagee, as the case may be. Nothing
herein or in any of the Loan Documents is intended to create a joint venture,
partnership, tenancy-in-common, or joint tenancy relationship between Mortgagor
and Mortgagee, nor to grant Mortgagee any interest in the Mortgaged Property or
the Mortgagor itself other than that of creditor or mortgagee.

SECTION 3.18. MISCELLANEOUS PROVISIONS.

(a) Neither this Mortgage nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument signed by
the party against whom the enforcement of such waiver, modification amendment,
discharge or termination is sought, and then only to the extent set forth in
such instrument.

(b) This Mortgage and the rights and duties of the parties hereto
shall be governed by the laws of the State of Illinois. Any claim, action or
proceeding arising out of or relating to this Mortgage may be maintained against
either of the parties hereto in the courts of the State of Illinois or in any
federal court in the Illinois. The parties hereto (i) irrevocably submit to the
personal jurisdiction of the courts of the State of Illinois or of any federal
court in the State of Illinois in any claim, action or proceeding to be brought
against them, or any of them, for the enforcement of any of their duties or
obligations under this Mortgage and (ii) waive

any and all rights under the law of the State of Illinois or any other
jurisdiction to object to the jurisdiction of the courts of the State of
Illinois or the federal courts in the State of Illinois, as hereinabove set
forth.

(c) The Table of Contents and captions in this Mortgage are inserted
for convenience of reference only, and in no way define, describe or limit the
scope or intent of this Mortgage or any of the provisions hereof.

(d) As used in this Mortgage, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.

SECTION 3.19. SUCCESSORS AND ASSIGNS. All covenants and agreements
herein shall bind the respective successors and assigns of Mortgagor and
Mortgagee, whether so expressed or not (but this provision is not intended nor
shall it be construed to permit Mortgagor or Mortgagee to transfer or assign its
rights and obligations hereunder or under any of the other Loan Documents except
as permitted by the provisions of this Mortgage, the Notes or the other Loan
Documents), and all such covenants shall inure to the benefit of Mortgagee and
Mortgagor and their respective nominees, successors and assigns, whether so
expressed or not.

SECTION 3.20. RELEASE OF LIEN. If Mortgagor shall prepay or
otherwise satisfy the Indebtedness in accordance with the terms of the
Indenture, then and in that event all rights and obligations hereunder (except
for the rights and obligations hereunder which, by their terms, shall survive)
shall terminate (except that Mortgagor's obligations hereunder (if any) that are
not secured by this Mortgage shall survive and be enforceable by Mortgagee at
law and in equity provided Mortgagee shall have notified Mortgagor in writing at
or before the time of Mortgagor's payment of any obligations of Mortgagor which
Mortgagee claims are outstanding and shall survive the satisfaction of this
Mortgage if not paid or performed prior thereto), and the Mortgaged Property
shall become wholly released and cleared of the liens, security interests,
conveyances and assignments evidenced hereby. In such event Mortgagee shall, at
the request of Mortgagor, deliver to Mortgagor, in recordable form, all

such documents as shall be necessary to release the Mortgaged Property from
the liens, security interests, conveyances and assignments created or
evidenced hereby or, at the request of Mortgagor, an assignment of this
Mortgage to such person as Mortgagor shall designate in writing, provided
that any such assignment shall be without recourse to Mortgagee and without
any representation or warranty (express or implied) whatsoever by Mortgagee.

SECTION 3.21. NEGOTIATED DOCUMENT. Mortgagor and Mortgagee
acknowledge that the provisions and the language of this Mortgage have been
negotiated and are reasonable in light of all circumstances attendant to the
execution of this Mortgage, and agree that no provision of this Mortgage shall
be construed against either Mortgagor or Mortgagee by reason of either Mortgagor
or Mortgagee having drafted such provision or this Mortgage.

SECTION 3.22. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator, shareholder, or controlling person of Mortgagor as such,
shall have any liability for any obligations of Mortgagor under the Mortgage or
for any claim based on, in respect of, or by reason of such Mortgage.

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

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CORPORATION

By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Attest: Its: President and Chief
Operating Officer

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Its: Vice President - Finance
and Accounting

NOTARIAL ACKNOWLEDGEMENTS

STATE OF ILLINOIS )
)
COUNTY OF ▇▇▇▇ )

I, /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a Notary Public in and for the said County
and State aforesaid, DO HEREBY CERTIFY, that ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, the the President and COO and V.P. Finance and Accounting
respectively of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation, an Illinois corporation,
personally known to me to be the same persons whose names are subscribed to
the foregoing instrument as such President and COO and V.P. Finance and
Accounting appeared before me this day in person and acknowledged that they
signed and delivered the said instrument as their own free and voluntary act
and as of the free and voluntary act of said corporation, for the uses and
purposes therein set forth.

Given under my hand and notarial seal this 2nd day of July, 1997.

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
Notary Public

THIS INSTRUMENT WAS PREPARED BY AND RECORDED COUNTERPARTS SHOULD BE RETURNED TO:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, SKADDEN, ARPS, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

SCHEDULE A

DESCRIPTION OF PREMISES

PARCEL 1:

LOTS 17 TO 26 INCLUSIVE IN WRIGHTS SUBDIVISION OF THE WEST 1/2 OF BLOCK 24 IN
CANAL TRUSTEES SUBDIVISION OF THE WEST 1/2 AND THE WEST 1/2 OF THE NORTHEAST 1/4
OF SECTION 17, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL
MERIDIAN;

PARCEL 2:

THAT PART OF VACATED GARDEN STREET LYING SOUTH OF AND ADJOINING LOTS 17 TO 21
INCLUSIVE AND NORTH OF AND ADJOINING LOTS 22 TO 26 INCLUSIVE IN WRIGHTS
SUBDIVISION OF THE WEST 1/2 OF BLOCK 24 IN CANAL TRUSTEES SUBDIVISION OF THE
WEST 1/2 AND THE WEST 1/2 OF THE NORTH EAST 1/4 OF SECTION 17, TOWNSHIP 39
NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN;

PARCEL 3:

LOTS 7 TO 26 INCLUSIVE IN THE SUBDIVISION OF THE EAST 1/2 OF BLOCK 24 IN CANAL
TRUSTEES SUBDIVISION OF THE WEST 1/2 AND THE WEST 1/2 OF THE NORTHEAST 1/4 OF
SECTION 17, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN;

PARCEL 4:

THAT PART OF VACATED GARDEN STREET LYING SOUTH OF AND ADJOINING LOTS 17 TO 21
INCLUSIVE AND NORTH OF AND ADJOINING LOTS 22 TO 26 INCLUSIVE IN SUBDIVISION OF
THE EAST 1/2 OF BLOCK 24 IN CANAL TRUSTEES SUBDIVISION OF THE WEST 1/2 AND THE
WEST 1/2 OF THE NORTHEAST 1/4 OF SECTION 17, TOWNSHIP 39 NORTH, RANGE 14, EAST
OF THE THIRD PRINCIPAL MERIDIAN;

SCHEDULE A (CONT'D)

PARCEL 5:

ALL OF THE HERETOFORE VACATED NORTH-SOUTH 20 FOOT ALLEY LYING WEST OF THE WEST
LINE OF LOTS 1 TO 16, BOTH INCLUSIVE, LYING EAST OF THE EAST LINE OF LOTS 17 AND
22, LYING EAST OF THE EAST LINE OF THE 40 FOOT PUBLIC ALLEY VACATED BY DOCUMENT
NUMBER 20386525, BEING A LINE DRAWN FROM THE SOUTHEAST CORNER OF LOTS 17 TO THE
NORTHEAST CORNER OF LOT 22, LYING SOUTH OF A LINE DRAWN FROM THE NORTHWEST
CORNER OF ▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, AND LYING NORTH OF A LINE
DRAWN FROM THE SOUTHWEST CORNER OF ▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ALL
IN SUBDIVISION OF THE WEST 1/2 OF BLOCK 24 IN CANAL TRUSTEE'S SUBDIVISION OF THE
WEST 1/2 AND THE WEST 1/2 OF THE NORTHEAST 1/4 OF SECTION 17, TOWNSHIP 39 NORTH,
RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN ▇▇▇▇ COUNTY, ILLINOIS.

SCHEDULE A-1

PERMANENT INDEX NUMBERS

17-17-223-010-0000 (1 of 17)
17-17-223-011-0000 (2 of 17)
17-17-223-012-0000 (3 of 17)
17-17-223-013-0000 (4 of 17)
17-17-223-014-0000 (5 of 17)
17-17-223-015-0000 (6 of 17)
17-17-223-016-0000 (7 of 17)
17-17-223-017-0000 (8 of 17)
17-17-223-018-0000 (9 of 17)
17-17-223-019-0000 (10 of 17)
17-17-223-020-0000 (11 of 17)
17-17-223-021-0000 (12 of 17)
17-17-223-022-0000 (13 of 17)
17-17-223-023-0000 (14 of 17)
17-17-223-024-0000 (15 of 17)
17-17-223-025-0000 (16 of 17)
17-17-223-026-0000 (17 of 17)

SCHEDULE B

Permitted Exceptions

Those certain exceptions as shown on Chicago Title Insurance Company Policy
No. 1401 007669978

Archibald Candy Corporation, as Mortgagor TO The Bank of New York, as Mortgagee

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