{"id":41170,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/mortgage-assignment-of-rents-and-leases-security-agreement-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"mortgage-assignment-of-rents-and-leases-security-agreement-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/mortgage-assignment-of-rents-and-leases-security-agreement-and.html","title":{"rendered":"Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Financing Statement &#8211; AnnTaylor Distribution Services Inc. and General Electric Capital Assurance Co."},"content":{"rendered":"<pre>\n                                                         \nRecording Requested By and\nWhen Recorded Mail To:\n\nOppenheimer Wolff &amp; Donnelly\n- - -----------------------------\n45 South Seventh Street\n- - -----------------------------\nPlaza VII, Suite 3400\n- - -----------------------------\nMinneapolis, Minnesota 55402\n- - -----------------------------\nAttn:  Duane L. Paulson\n- - -----------------------------\nGECA Loan No. 2331\n\n- - ---------------------------------------------------------------------------\n\n           MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,\n                       SECURITY AGREEMENT\n                AND FIXTURE FINANCING STATEMENT\n\n     THIS  MORTGAGE,  ASSIGNMENT OF RENTS  AND  LEASES,  SECURITY\nAGREEMENT  AND  FIXTURE FINANCING STATEMENT (this 'Mortgage')  is\nmade   this  20th  day  of  November,  1995,  between  ANNTAYLOR\nDISTRIBUTION SERVICES, INC., a Delaware corporation as Mortgagor,\nwhose address is 414 Chapel Street, New Haven, Connecticut 06511;\nand  GENERAL  ELECTRIC  CAPITAL  ASSURANCE  COMPANY,  a  Delaware\ncorporation,  as  Mortgagee,  whose  address  is  P.O.  Box  490,\nSeattle, King County, Washington 98111-0490.\n\n     Mortgagee  is  making a loan (the 'Loan') in  the  principal\namount of Seven Million and No\/100 Dollars ($7,000,000.00) to  be\nsecured by that certain real property (the 'Realty') described in\nExhibit A attached hereto.  The Loan, if not sooner paid, is  due\nand  payable in full on November 30, 2002.  The terms of the Loan\nprovide for:  (i) monthly payments of principal and interest; and\n(ii) adjustment in the amount of installment payments to a change\nin the amortization period after the second loan year.\n\n     In  consideration of the Loan and the sum of One and  No\/100\nDollars  ($1.00) in hand paid by the Mortgagee,  the  receipt  of\nwhich  is  hereby  acknowledged, Mortgagor does hereby  MORTGAGE,\nGRANT,  BARGAIN, SELL, AND CONVEY, unto Mortgagee, its successors\nand  assigns,  forever,  AND GRANT TO THE  MORTGAGEE  A  SECURITY\nINTEREST  IN,  all of Mortgagor's estate, rights,  title,  claim,\ninterest  and demand, either in law or in equity, of, in  and  to\nthe  following  property,  whether  the  same  be  now  owned  or\nhereafter acquired (the 'Property'):\n\n     (a)  The Realty and all rights to the land lying in  alleys,\nstreets and roads adjoining or abutting the Realty;\n\n      (b)  All  buildings,  improvements  and  tenements  now  or\nhereafter located on the Realty;\n\n     (c)  All fixtures now or hereafter attached to the buildings\nactually  constituting a part of the buildings, improvements  and\nRealty  which are necessary to the functional use of the building\nitself,   rather  than  the  specific  operation  of  Mortgagor's\nbusiness,  which  fixtures  are  generally  limited  to  heating,\ncooling,  air-conditioning, ventilating, refrigerating, plumbing,\ngenerating,  power, lighting, fire prevention and  extinguishing,\nsecurity and access control, boilers, water heaters and furnaces,\nand  all shrubbery and plants; all of which items shall be deemed\npart  of  the real property and not severable wholly or  in  part\nwithout material injury to the freehold;\n\n     (d)  All easements, all access, air and development  rights,\nall  minerals and oil, gas and other hydrocarbon substances,  all\nroyalties, all water, water rights and water stock, and all other\nrights,  hereditaments, privileges, permits, licenses, franchises\nand  appurtenances  now  or hereafter belonging  or  in  any  way\nappertaining to the Realty;\n\n     (e)  All  present  and  future  contracts  and  policies  of\ninsurance  which  insure  Realty or any building,  structures  or\nimprovements thereon, or any such fixtures against casualties and\ntheft,  and all monies and proceeds and rights thereto which  may\nbe or become payable by virtue of any such insurance contracts or\npolicies;\n\n    (f) All of the rents, revenues, issues, profits and income of\nthe  Property,  and  all  present and  future  leases  and  other\nagreements  for the occupancy or use of all or any  part  of  the\nRealty,   including  without  limitation  all  cash  or  security\ndeposits,  advance  rentals and deposits or payments  of  similar\nnature  and all guaranties of tenants' or occupants' performances\nunder  such  leases  and  agreements; SUBJECT,  HOWEVER,  to  the\nassignment  of  rents  and  other property  to  Mortgagee  herein\ncontained;\n\n     (g)  All general intangibles relating to the development  or\nuse  of  the Property, including without limitation all  permits,\nlicenses  and franchises to the extent necessary to the  building\nitself  which is a part of the Property, all names  under  or  by\nwhich the Property may at any time be operated or known, and  all\nrights  to carry on business under any such names or any  variant\nthereof, and all trademarks, trade names, logos and good will  in\nany  way  relating to the Property, excluding, however, the  name\n'AnnTaylor';\n\n     (h) All awards, compensation and settlements in lieu thereof\nmade as a result of the taking by power of eminent domain of  the\nwhole  or  any  part of the Property, including  any  awards  for\ndamages sustained to the Property for a temporary taking,  change\nin grade of streets or taking of access;\n\n     (i) All water stock relating to the Property, all shares  of\nstock  or other evidence of ownership of any part of the Property\nthat  is  owned  by  Mortgagor in common  with  others,  and  all\ndocuments of membership in any owners' or members' association or\nsimilar group having responsibility for managing or operating any\npart of the Property; and\n\n    (j) All products and proceeds of all of the foregoing.\n\n     TO  HAVE AND TO HOLD all of the aforedescribed Property  and\nall  parts, rights, members and appurtenances thereof,  unto  the\nMortgagee, its successors and assigns, forever.\n\n      TO   SECURE   THE  FOLLOWING  (collectively  the   'Secured\nObligations'):\n\n     (1)  Payment of the sum of Seven Million and No\/100  Dollars\n($7,000,000.00) with interest thereon, according to the terms and\nprovisions of a promissory note of even date herewith, payable to\nMortgagee, or order, and made by Mortgagor and AnnTaylor, Inc., a\nDelaware corporation, and all modifications, extensions, renewals\nand replacements thereof (collectively the 'Note');\n\n     (2) Payment of all sums advanced to protect the security  of\nthis Mortgage, together with interest thereon as herein provided;\n\n     (3)  Payment of all other sums which are or which may become\nowing under the Loan Documents;\n\n    (4) Performance of all of Mortgagor's other obligations under\nthe Loan Documents; and\n\n    (5) Payment of the principal and interest on all other future\nloans  or  advances  made  by Mortgagee  to  Mortgagor  when  the\npromissory  note  evidencing  the loan  or  advance  specifically\nstates  that  it  is  secured  by this  Mortgage,  including  all\nmodifications, extensions, renewals, and replacements of any such\nfuture  loan or advance, but the maximum principal amount of  the\nindebtedness is twice the amount of initial principal  amount  of\nthe Loan.\n\n     As  used  herein, the term 'Loan Documents' means the  Note,\nthis  Mortgage, an Assignment of Rents and Leases (the  terms  of\nwhich  shall control in the event of any conflict with the  terms\nof  Article  6 of this Mortgage), any loan agreement and  Uniform\nCommercial  Code  Financing  Statements  executed  in  connection\nherewith,  and  any  other instrument or document  evidencing  or\nsecuring  the Loan or otherwise executed in connection therewith,\ntogether   with  all  modifications,  extensions,  renewals   and\nreplacements thereof.\n\n     MORTGAGOR HEREBY REPRESENTS, WARRANTS, COVENANTS AND  AGREES\nAS FOLLOWS:\n\n                           ARTICLE 1\n                         TITLE AND USE\n                         ---------------\n\n     1.1 Warranty of Title.  Mortgagor represents and warrants to\n         -----------------\nMortgagee that:  (a) except as may otherwise be expressly  stated\n\nin  this Mortgage, Mortgagor has good and marketable title in fee\n\nsimple to Realty and is the sole and absolute owner of all  other\n\nProperty;  (b)  the  Property is free from  liens,  encumbrances,\n\nexceptions  or  other charges of any kind whatsoever  other  than\n\nnon-delinquent  installments of ad  valorem  property  taxes  and\n\nspecial   assessments,  the  'Permitted  Exceptions,'   if   any,\n\npermitted under the policy of mortgagee's title insurance  issued\n\nto  Mortgagee  in  connection with this Mortgage  and  any  other\n\nliens, encumbrances, exceptions or charges expressly permitted by\n\nthe  terms  of this Mortgage, and no others, whether superior  or\n\ninferior  to  this Mortgage, will be created or  suffered  to  be\n\ncreated by Mortgagor during the life of this Mortgage without the\n\nprior written consent of Mortgagee; (c) no default on the part of\n\nMortgagor  or,  to the best of Mortgagor's knowledge,  any  other\n\nperson  exists  under  any  of the Permitted  Exceptions  and  as\n\napplicable  all  are  in  full  force  and  effect  and   without\n\nmodification;  (d) Mortgagor will comply with the  terms  of  the\n\nPermitted  Exceptions and will not modify the  same  without  the\n\nMortgagee's written consent; and (e) Mortgagor has the  right  to\n\ngrant,  transfer,  convey  and  assign  the  Property  as  herein\n\nprovided  and  will forever warrant and defend the Property  unto\n\nMortgagee  against  all claims and demands of  any  other  person\n\nwhomsoever,  subject only to said non-delinquent installments  of\n\ntaxes and assessments and Permitted Exceptions.\n\n\n\n    1.2 Hazardous Substances.\n        ---------------------\n         \n         (a)  Representations and Warranties.   Mortgagor  hereby\n              ------------------------------\n    represents and warrants to Mortgagee that:  (i) to  the  best\n    \n    of  Mortgagor's knowledge, no asbestos has ever been used  in\n    \n    the  construction,  repair or maintenance  of  any  building,\n    \n    structure  or other improvement now or heretofore located  on\n    \n    the  Property; (ii) no Hazardous Substance (as defined below)\n    \n    is   currently   being   generated,  manufactured,   refined,\n    \n    transported,   treated,  stored,  handled  or  disposed   of,\n    \n    transferred,  produced  or processed  on,  under  or  in  the\n    \n    Property,  except in compliance with all applicable  federal,\n    \n    state and local statutes, ordinances, rules, regulations  and\n    \n    other  laws;  (iii) neither Mortgagor nor,  to  the  best  of\n    \n    Mortgagor's  knowledge, any other person or entity  has  ever\n    \n    caused  or permitted any Hazardous Substance to be generated,\n    \n    manufactured, refined, transported, treated, stored,  handled\n    \n    or  disposed of, transferred, produced or processed on, under\n    \n    or  in the Property, except in compliance with all applicable\n    \n    federal,   state  and  local  statutes,  ordinances,   rules,\n    \n    regulations  and other laws; (iv) Mortgagor has not  received\n    \n    any  notice  of,  nor is Mortgagor aware of,  any  actual  or\n    \n    alleged  violation  with  respect  to  the  Property  of  any\n    \n    federal,  state or local statute, ordinance, rule, regulation\n    \n    or   other  law  pertaining  to  Hazardous  Substances;   and\n    \n    (v)  neither  Mortgagor nor the Property is  subject  to  any\n    \n    governmental or judicial claim, order, judgment or lien  with\n    \n    respect  to the clean-up of Hazardous Substances at  or  with\n    \n    respect  to  the Property.  Mortgagor further represents  and\n    \n    warrants to Mortgagee that the foregoing representations  and\n    \n    warranties contained in this paragraph 1.2(a) are made  after\n    \n    and  are  based upon inspection of the Property by  Mortgagor\n    \n    and  a  review  of the Phase I Environmental Site  Assessment\n    \n    Report  dated October 27, 1995, prepared by ATEC  Associates,\n    \n    Inc.\n\n         \n         \n         (b)  Definition.   As used herein, the  term  'Hazardous\n              ----------\n    Substance' means any hazardous, toxic or dangerous substance,\n    \n    waste  or  material which is or becomes regulated  under  any\n    \n    federal,  state or local statute, ordinance, rule, regulation\n    \n    or  other  law  now  or  hereafter in  effect  pertaining  to\n    \n    environmental   protection,  contamination   or   clean   up,\n    \n    including without limitation any substance, waste or material\n    \n    which  now  or  hereafter is (i) designated as  a  'hazardous\n    \n    substance'  under or pursuant to the Federal Water  Pollution\n    \n    Control  Act  (33 U.S.C. 1251 et seq.), (ii)  defined  as  a\n                                  ------\n    'hazardous   waste'  under  or  pursuant  to   the   Resource\n    \n    Conservation and Recovery Act (42 U.S.C. 6901 et  seq.),  or\n                                                  -------\n    (iii) defined as a 'hazardous substance' in the Comprehensive\n    \n    Environmental  Response, Compensation and Liability  Act  (42\n    \n    U.S.C. 9601 et seq.).\n                ------\n\n\n     1.3  Warranty of Regarding other Debt.  Mortgagor represents\n          ---------------------------------\nand  warrants to Mortgagee that the entering into of the Loan and\n\ngranting  this  Mortgage on the Property  does  not  violate  any\n\ncovenants  or restrictions in any debt instruments or  agreements\n\nwith or obligations to any other lenders.\n\n\n\n                           ARTICLE 2\n                     MORTGAGOR'S COVENANTS\n                     ---------------------\n      \n      \n      2.1   Payment   and  Performance  of  Secured  Obligations.\n            ----------------------------------------------------\nMortgagor  will pay when due all sums which are now or which  may\n\nbecome  owing  on  the Note, and will pay and perform  all  other\n\nSecured Obligations, in accordance with their terms.\n\n\n\n    2.2 Payment of Taxes, Utilities, Liens and Charges.\n        -----------------------------------------------\n         \n         (a)  Taxes  and  Assessments.  Except as  the  same  may\n              -----------------------\n    otherwise  be  paid  under Article 3  relating  to  reserves,\n    \n    Mortgagor will pay when due directly to the payee thereof all\n    \n    taxes   and   assessments   (including   without   limitation\n    \n    non-governmental  levies or assessments such  as  maintenance\n    \n    charges,  owner association dues or charges, or fees,  levies\n    \n    or   charges   resulting   from  covenants,   conditions   or\n    \n    restrictions)  levied, assessed or charged  against  or  with\n    \n    respect  to  the  Property or this Mortgage.   Upon  request,\n    \n    Mortgagor shall promptly furnish to Mortgagee all notices  of\n    \n    amounts   due  under  this  subparagraph  and  all   receipts\n    \n    evidencing such payments.  However, Mortgagor may contest any\n    \n    such  taxes  or  assessments by appropriate proceedings  duly\n    \n    instituted and diligently prosecuted at Mortgagor's  expense.\n    \n    Mortgagor  shall  not  be obligated  to  pay  such  taxes  or\n    \n    assessments while such contest is pending if the Property  is\n    \n    not thereby subjected to imminent loss or forfeiture and,  if\n    \n    Mortgagor has not provided evidence that it has deposited the\n    \n    entire  amount  assessed  with  the  applicable  governmental\n    \n    authority,  it  deposits  the  entire  amount  together  with\n    \n    projected  penalties  and  interest  with  the  Mortgagee  or\n    \n    provides other security satisfactory to the Mortgagee in  its\n    \n    sole discretion.\n\n\n\n         (b)  Utilities.  Mortgagor will pay when due all utility\n              ---------\n    charges and assessments for services furnished the Property.\n\n         \n         \n         (c) Liens and Charges.  Mortgagor will pay when due  the\n             -----------------\n    claims of all persons supplying labor or materials to  or  in\n    \n    connection   with   the   Property.   Without   waiving   the\n    \n    restrictions  of  paragraph  4.1,  Mortgagor  will   promptly\n    \n    discharge  any  lien  or other charge,  whether  superior  or\n    \n    inferior  to this Mortgage, which may be claimed against  the\n    \n    Property.\n\n\n\n    2.3 Insurance.\n        ----------\n          \n          \n          (a)  Coverages  Required.   Mortgagor  will  keep   the\n               -------------------\n    following insurance coverages in effect with respect  to  the\n    \n    Property:\n\n                 \n                 \n                 (i)  Insurance  against loss  by  fire  and  the\n        \n        hazards   now  or  hereafter  embraced  by  the  standard\n        \n        'extended coverage' form of insurance, in an amount equal\n        \n        at   all  times  to  the  full  insurable  value  of  the\n        \n        improvements  then  located on the  Property.   All  such\n        \n        insurance  coverage  shall contain  a  'replacement  cost\n        \n        endorsement' satisfactory to Mortgagee.\n\n\n\n                 (ii)     Flood  risk insurance  in  the  maximum\n        \n        amount  of  insurance  coverage  available  or  the  full\n        \n        replacement   cost  of  the  buildings  on  the   Realty,\n        \n        whichever  is  less, if the Realty is  now  or  hereafter\n        \n        designated as being located within a special flood hazard\n        \n        area under the Flood Disaster Protection Act of 1973  and\n        \n        if flood insurance is available.\n\n\n\n                 (iii)    Loss  of rental value insurance  and\/or\n        \n        business interruption insurance, as follows:  If  all  or\n        \n        any portion of the Property is rented or leased, loss  of\n        \n        rental  value  insurance in an amount equal  to  six  (6)\n        \n        months' aggregate gross rents from the Property as is  so\n        \n        occupied.   If  all  or any portion of  the  Property  is\n        \n        occupied by Mortgagor, business interruption insurance in\n        \n        an  amount equal to six (6) months' net income from  such\n        \n        portion of the Property as is so occupied.  The amount(s)\n        \n        of  such coverage(s) shall be subject to adjustment, from\n        \n        time  to  time at Mortgagee's request, to reflect changes\n        \n        in the rental and\/or income levels during the term of the\n        \n        Loan.\n\n\n\n                 (iv)    Comprehensive public liability insurance\n        \n        against  claims  for  bodily injury,  death  or  property\n        \n        damage  occurring on, in or about the Property (including\n        \n        coverage  for elevators and escalators, if  any,  on  the\n        \n        Property),  with the coverage being in an amount  of  not\n        \n        less  than One Million and No\/100 Dollars ($1,000,000.00)\n        \n        combined  single-limit liability  coverage,  or  in  such\n        \n        greater amount(s) as Mortgagee may reasonably require.\n\n\n\n                 (v)  Boiler  and  machinery  insurance  covering\n        \n        pressure vessels, air tanks, boilers, machinery, pressure\n        \n        piping,  heating,  air  conditioning  and  elevator   and\n        \n        escalator  equipment,  provided the improvements  contain\n        \n        equipment of such nature, and insurance against  loss  of\n        \n        occupancy  or use arising from breakdown of any  of  such\n        \n        items,  in  such  amounts  as  Mortgagee  may  reasonably\n        \n        require.\n\n\n\n                 (vi)     Building ordinance coverage endorsement\n        \n        including contingent liability from operation of building\n        \n        laws, demolition cost and increased cost of construction,\n        \n        if, at any time, the Property constitutes a nonconforming\n        \n        but  permitted  use  under  applicable  zoning  or  other\n        \n        governmental laws.\n\n\n\n                 (vii)   Insurance against such similar or  other\n        \n        hazards,  casualties, liabilities and  contingencies,  in\n        \n        such  forms  and amounts, as Mortgagee may from  time  to\n        \n        time reasonably require.\n\n\n\n                 (viii)   To  the  extent Insurance  required  as\n        \n        referred  to hereinabove covers the Mortgagor's inventory\n        \n        and  other  property not identified  as  a  part  of  the\n        \n        Property  in this Mortgage, then the proceeds  from  such\n        \n        insurance or such other property shall not be payable  to\n        \n        Mortgagee  under  this Mortgage or  the  other  documents\n        \n        executed in connection with this Loan.\n\n\n\n         (b)  Policies.  Each insurance policy will  be  in  form\n              --------\n    acceptable  to  Mortgagee, and will be issued  by  a  company\n    \n    acceptable  to  Mortgagee, which company shall,  among  other\n    \n    things,  be (i) duly authorized to provide such insurance  in\n    \n    the  state  in which the Property is located, and (ii)  rated\n    \n    'A'  or  better with a size rating of 'V' or larger  by  A.M.\n    \n    Best  Company  in  its  most recent  publication  of  ratings\n    \n    (provided,  however,  that if A.M. Best Company  changes  its\n    \n    designations, the basis for its ratings or ceases to  provide\n    \n    ratings,  Mortgagee  shall be entitled to select  replacement\n    \n    ratings in the exercise of its reasonable business judgment).\n    \n    Each  hazard insurance policy will include a Form  438BFU  or\n    \n    equivalent  mortgagee endorsement in favor  of  and  in  form\n    \n    acceptable to Mortgagee, and each liability insurance  policy\n    \n    will  name  Mortgagee as an additional insured. All  required\n    \n    policies will provide for at least thirty (30) days'  written\n    \n    notice  to  Mortgagee  prior to the  effective  date  of  any\n    \n    cancellation or material amendment, which term shall  include\n    \n    any  reduction in the scope or limits of coverage.  Mortgagor\n    \n    shall  furnish  to Mortgagee a certificate  and  evidence  of\n    \n    insurance   setting  forth  the  coverage,  the   limits   of\n    \n    liability,  the carrier, the policy number and the expiration\n    \n    date,  and upon the written request of Mortgagee, a  copy  of\n    \n    the  corresponding policies or sections requested by it.   As\n    \n    security  for  the  Secured  Obligations,  Mortgagor   hereby\n    \n    assigns  to Mortgagee its interest in the insurance  policies\n    \n    but  only to the extent they relate to the Property, together\n    \n    with  all  proceeds thereof, and to the extent applicable  to\n    \n    blanket  policies,  rights thereto and all unearned  premiums\n    \n    returnable upon cancellation.\n\n\n\n         (c) Payment; Renewals.  Mortgagor shall promptly furnish\n             -----------------\n    to  Mortgagee  all  renewal  notices  relating  to  insurance\n    \n    policies.   Except as the same may otherwise  be  paid  under\n    \n    Article  3  relating  to  reserves, Mortgagor  will  pay  all\n    \n    premiums  on insurance policies directly to the carrier.   At\n    \n    least  thirty (30) days prior to the expiration date of  each\n    \n    such  policy, Mortgagor shall furnish to Mortgagee a  renewal\n    \n    policy  or  certificate and evidence of insurance in  a  form\n    \n    acceptable  to  Mortgagee, together with  evidence  that  the\n    \n    renewal  premium  has  been  paid.   However,  in  the  event\n    \n    Mortgagor  provides to Mortgagee an acceptable  certification\n    \n    that  coverage will continue for a period of at least  thirty\n    \n    (30)  days  after written notice of the insurer's  intent  to\n    \n    cancel  or  materially  amend such  insurance  coverage  even\n    \n    though  the  current  terms of the  policy  or  policies  may\n    \n    expire,  Mortgagee  will accept, in lieu of  the  policy,  or\n    \n    certificate and evidence, at least fourteen (14)  days  prior\n    \n    to  the expiration date of each such policy, evidence that it\n    \n    is  processing the renewal of (or obtaining of new)  policies\n    \n    in   a  form  acceptable  to  Mortgagee  in  accordance  with\n    \n    Mortgagor's  customary  practices and Mortgagor  shall,  upon\n    \n    Mortgagee's request, furnish evidence that binds the coverage\n    \n    notwithstanding  that such renewal (or new) premium  has  not\n    \n    then  been  paid.   Within  ninety (90)  days  following  the\n    \n    expiration  date,  Mortgagor  shall  furnish  Mortgagee  with\n    \n    evidence that the renewal (or new) premium has been paid.\n\n\n\n        (d) Insurance Proceeds.\n            ------------------\n                \n                (i) In the event of any loss, Mortgagor will give\n        \n        prompt  written  notice thereof to the insurance  carrier\n        \n        and Mortgagee.  Mortgagor hereby authorizes Mortgagee  as\n        \n        Mortgagor's  attorney-in-fact to make proof of  loss,  to\n        \n        adjust  and compromise any claim, to commence, appear  in\n        \n        and  prosecute, in Mortgagee's or Mortgagor's  name,  any\n        \n        action  relating to any claim, and to collect and receive\n        \n        insurance  proceeds;  provided, however,  that  Mortgagee\n        \n        shall  have  no  obligation to do so.   If  an  event  of\n        \n        default  is not continuing, the preceding sentence  shall\n        \n        apply except that the Mortgagee shall not be entitled  to\n        \n        be  the  Mortgagor's attorney-in-fact and  the  Mortgagor\n        \n        shall  be  entitled  to  jointly  participate  with   the\n        \n        Mortgagee  in  adjusting any loss and  appearing  in  any\n        \n        proceeding.\n\n                 \n                 \n                 (ii)     Except as may otherwise be required  by\n        \n        applicable  law,  Mortgagee  shall  apply  any  insurance\n        \n        proceeds received hereunder first to the payment  of  the\n        \n        costs  and  expenses incurred in the  collection  of  the\n        \n        proceeds  and  shall  then apply the  balance  (the  'Net\n        \n        Proceeds'), in its absolute discretion and without regard\n        \n        to the adequacy of its security, to:\n\n\n\n                         (A)  The payment of indebtedness secured\n            \n            hereby,  whether then due and payable  or  not.   Any\n            \n            such application of proceeds to principal on the Note\n            \n            shall be without the imposition of any prepayment fee\n            \n            otherwise  payable  under the  Note,  but  shall  not\n            \n            extend  or  postpone the due dates of the installment\n            \n            payments  under  the  Note,  or  change  the  amounts\n            \n            thereof; or\n\n\n\n                        (B) The reimbursement of Mortgagor, under\n            \n            Mortgagee's    prescribed    disbursement     control\n            \n            procedures, for the cost of restoration or repair  of\n            \n            the   Property.   Mortgagee  may,  at   its   option,\n            \n            condition  the reimbursement on Mortgagee's  approval\n            \n            of    the    plans   and   specifications   of    the\n            \n            reconstruction,    contractor's    cost    estimates,\n            \n            construction   budget   and   schedule,   architects'\n            \n            certificates,  waivers of liens, sworn statements  of\n            \n            mechanics and materialmen, and such other evidence of\n            \n            costs,   percentage   completion   of   construction,\n            \n            application of payments and satisfaction of liens  as\n            \n            Mortgagee may reasonably require.\n\n                  \n                  \n                  (iii)     Notwithstanding  the  provisions   of\n        \n        paragraph 2.3(d)(ii) above, Mortgagee agrees that the Net\n        \n        Proceeds  from a loss described in this paragraph  2.3(d)\n        \n        will  be  made  available under clause (ii)(B)  above  to\n        \n        reimburse Mortgagor for the cost of restoration or repair\n        \n        of  the  Property,  provided that each of  the  following\n        \n        conditions is satisfied:\n\n\n\n                         (A) No event of default has occurred and\n            \n            is continuing at the time the proceeds are received;\n\n\n                         \n                         \n                         (B)  The Net Proceeds are less than  the\n            \n            indebtedness then secured by this Mortgage;\n\n                         \n                         \n                         (C)  The proceeds are received more than\n            \n            one (1) year prior to the maturity date of the Note;\n\n                         \n                         \n                         (D)  Mortgagor  gives Mortgagee  written\n            \n            notice within thirty (30) days after the proceeds are\n            \n            received  that  it intends to restore or  repair  the\n            \n            Property and requests that the Net Proceeds  be  made\n            \n            available therefor, and Mortgagor thereafter promptly\n            \n            commences the restoration or repair and completes the\n            \n            same  with  reasonable diligence in  accordance  with\n            \n            plans and specifications approved by Mortgagee, which\n            \n            approval shall not be unreasonably withheld;\n\n\n\n                         (E) The Net Proceeds are sufficient,  in\n            \n            Mortgagee's reasonable business judgment, to  restore\n            \n            or repair the Property substantially to its condition\n            \n            prior  to  the  damage  or  destruction  or,  if   in\n            \n            Mortgagee's  reasonable business  judgment  they  are\n            \n            not,  Mortgagor deposits with Mortgagee funds  in  an\n            \n            amount equal to the deficiency, which funds Mortgagee\n            \n            may, at its option, require be expended prior to  use\n            \n            of the Net Proceeds; and\n\n\n\n                           (F)    Mortgagee   receives   evidence\n            \n            reasonably  satisfactory  to  Mortgagee  that,   upon\n            \n            completion of the restoration or repair, the Property\n            \n            can  be  operated substantially as it was before  and\n            \n            will produce substantially as much income from tenant\n            \n            leases as it did before the damage or destruction.\n\n\n\n                 (iv)     Except  to  the extent,  if  any,  that\n        \n        insurance proceeds are applied to payment of the  Secured\n        \n        Obligations,  Mortgagor's obligation to  restore,  repair\n        \n        and  maintain  the Property as provided in paragraph  2.4\n        \n        shall  not  be  excused, regardless of whether  insurance\n        \n        proceeds are available or insufficient.\n\n\n\n         (e) Transfer of Title.  If the Property is sold pursuant\n             -----------------\n    to  Article 8 or if Mortgagee otherwise acquires title to the\n    \n    Property,  Mortgagee shall have all of the right,  title  and\n    \n    interest  of  Mortgagor in and to any insurance policies  and\n    \n    unearned   premiums  thereon  and  in  and  to  the  proceeds\n    \n    resulting from any damage to the Property prior to such  sale\n    \n    or acquisition.\n\n\n\n    2.4 Preservation and Maintenance of Property; Right of Entry.\n        --------------------------------------------------------\n\n        \n        (a) Preservation and Maintenance.  Mortgagor (i) will not\n            -----------------------------\n    commit  or  suffer  any  waste or permit  any  impairment  or\n    \n    deterioration  of  the Property, (ii) will  not  abandon  the\n    \n    Property, (iii) will restore or repair promptly and in a good\n    \n    and workmanlike manner all or any part of the Property to the\n    \n    equivalent of its original condition, or such other condition\n    \n    as  Mortgagee  may approve in writing, in the  event  of  any\n    \n    damage,  injury  or loss thereto, whether  or  not  insurance\n    \n    proceeds are available to cover in whole or in part the costs\n    \n    of  such  restoration or repair, (iv) will keep the Property,\n    \n    including  improvements, fixtures, equipment,  machinery  and\n    \n    appliances  thereon, in good condition and repair  and  shall\n    \n    replace fixtures, equipment, machinery and appliances of  the\n    \n    Property  when necessary to keep such items in good condition\n    \n    and  repair, and (v) will generally operate and maintain  the\n    \n    Property in a commercially reasonable manner.\n\n        \n        \n        (b) Alterations.  No building or other improvement on the\n            -----------\n    Realty  will  be structurally altered, removed or demolished,\n    \n    in  whole  or  in  part,  without Mortgagee's  prior  written\n    \n    consent,  nor  will any fixture or chattel  covered  by  this\n    \n    Mortgage and adapted to the use and enjoyment of the Property\n    \n    be  removed at any time without like consent unless  actually\n    \n    replaced  by  an  article  of  equal  suitability,  owned  by\n    \n    Mortgagor,  free  and clear of any lien or security  interest\n    \n    except such as may be approved in writing by Mortgagee.\n\n\n\n         (c)  Right of Entry.  Mortgagee is hereby authorized  to\n              --------------\n    enter the Property, including the interior of any structures,\n    \n    at  reasonable  times and after reasonable  notice,  for  the\n    \n    purpose  of  inspecting the Property and for the  purpose  of\n    \n    performing  any  of  the  acts it is  authorized  to  perform\n    \n    hereunder.\n\n\n\n    2.5 Hazardous Substances.\n        --------------------\n         \n         (a) No Future Hazardous Substances.  Mortgagor will  not\n             ------------------------------\n    cause  or  permit  the  Property  to  be  used  to  generate,\n    \n    manufacture,   refine,  transport,  treat,   store,   handle,\n    \n    dispose,   transfer,   produce  or  process   any   Hazardous\n    \n    Substance, except in compliance with all applicable  federal,\n    \n    state and local statutes, ordinances, rules, regulations  and\n    \n    other  laws, nor shall Mortgagor cause or permit, as a result\n    \n    of  any  intentional or unintentional act or omission on  the\n    \n    part  of Mortgagor or any tenant, subtenant or other user  or\n    \n    occupier  of  the  Property, a releasing, spilling,  leaking,\n    \n    pumping,  pouring,  emitting,  emptying  or  dumping  of  any\n    \n    Hazardous  Substance onto the Property or any other  property\n    \n    or into any waters, except in compliance with all such laws.\n\n\n         (b)  Notification; Clean Up.  Mortgagor will immediately\n              ----------------------\n    notify  Mortgagee should Mortgagor (i) become  aware  of  any\n    \n    Hazardous   Substance  or  other  environmental  problem   or\n    \n    liability  with  respect to the Property,  (ii)  receive  any\n    \n    notice  of,  or  become  aware  of,  any  actual  or  alleged\n    \n    violation with respect to the Property of any federal,  state\n    \n    or  local  statute, ordinance, rule, regulation or other  law\n    \n    pertaining to Hazardous Substances, or (iii) become aware  of\n    \n    any  lien  or  action with respect to any of  the  foregoing.\n    \n    Mortgagor will, at its sole expense, take all actions as  may\n    \n    be  necessary  or  advisable for the  clean-up  of  Hazardous\n    \n    Substances  on  or  with respect to the  Property,  including\n    \n    without  limitation  all  removal, containment  and  remedial\n    \n    actions  in  accordance with all applicable laws and  in  all\n    \n    events  in  a  manner  satisfactory to Mortgagee,  and  shall\n    \n    further  pay or cause to be paid all clean-up, administrative\n    \n    and  enforcement costs of governmental agencies with  respect\n    \n    to Hazardous Substances on or with respect to the Property if\n    \n    obligated to do so by contract or by law.\n\n\n\n         (c)  Verification.  For the purposes of  inspecting  the\n              ------------\n    Property to ascertain the accuracy of all representations and\n    \n    warranties in this Mortgage relating to Hazardous Substances,\n    \n    and  the  observance  of  all  covenants  contained  in  this\n    \n    paragraph 2.5 (i) Mortgagee is hereby authorized to enter and\n    \n    inspect   the  Property,  including  the  interior   of   any\n    \n    structures, at reasonable times and after reasonable  notice,\n    \n    and  (ii)  if and at any time Hazardous Substances are  being\n    \n    handled  on  the Property, Mortgagor shall furnish  Mortgagee\n    \n    with  such  information and documents as  may  be  reasonably\n    \n    requested   by  Mortgagee  to  confirm  that  such  Hazardous\n    \n    Substances,  are  being  handled  in  compliance   with   all\n    \n    applicable  federal,  state and local  statutes,  ordinances,\n    \n    rules, regulations and other laws.  Mortgagor shall reimburse\n    \n    Mortgagee  upon demand for all costs and expenses,  including\n    \n    without limitation attorneys' fees, incurred by Mortgagee  in\n    \n    connection  with  any  such  entry  and  inspection  and  the\n    \n    obtaining of such information and documents.\n\n\n     \n     2.6  Parking.   If any part of the automobile parking  areas\n          -------\nincluded within the Property is taken by condemnation, or  before\n\nsaid areas are otherwise reduced, Mortgagor will take all actions\n\nas  are necessary to provide parking facilities in kind, size and\n\nlocation  to  comply  with  all  governmental  zoning  and  other\n\nregulations  and  all  leases.  Before making  any  contract  for\n\nsubstitute   parking  facilities,  Mortgagor  will   furnish   to\n\nMortgagee  satisfactory assurance of completion thereof  free  of\n\nliens  and  in  conformity with all government zoning  and  other\n\nregulations.\n\n\n\n     2.7  Use of Property.  Mortgagor will comply with all  laws,\n          ---------------\nordinances,  regulations  and requirements  of  any  governmental\n\nbody,  and  all  other  covenants, conditions  and  restrictions,\n\napplicable  to  the  Property, and pay all fees  and  charges  in\n\nconnection  therewith.   Unless required  by  applicable  law  or\n\nunless Mortgagee has otherwise agreed in writing, Mortgagor  will\n\nnot  allow  changes in the use for which all or any part  of  the\n\nProperty  was  intended at the time this Mortgage  was  executed.\n\nMortgagor  will  not initiate or acquiesce in  a  change  in  the\n\nzoning  classification of the Property without Mortgagee's  prior\n\nwritten consent.\n    \n    \n    2.8 Condemnation.\n        -------------\n          \n\n          (a)   Proceedings.   Mortgagor  will  promptly   notify\n                -----------\n    Mortgagee  of  any  action  or  proceeding  relating  to  any\n    \n    condemnation  or  other taking (including without  limitation\n    \n    change of grade), whether direct or indirect, of the Property\n    \n    or  part  thereof  or  interest therein, and  Mortgagor  will\n    \n    appear  in and prosecute any such action or proceeding unless\n    \n    otherwise   directed  by  Mortgagee  in  writing.   Mortgagor\n    \n    authorizes    Mortgagee,    at   Mortgagee's    option,    as\n    \n    attorney-in-fact for Mortgagor, to commence,  appear  in  and\n    \n    prosecute, in Mortgagee's or Mortgagor's name, any action  or\n    \n    proceeding relating to any such condemnation or other taking,\n    \n    and to settle or compromise any claim in connection with such\n    \n    condemnation   or  other  taking;  provided,  however,   that\n    \n    Mortgagee  shall  have no obligation to do so.   All  awards,\n    \n    payments,   damages,  direct,  consequential  and  otherwise,\n    \n    claims,  and  proceeds thereof, in connection with  any  such\n    \n    condemnation or other taking, or for conveyances in  lieu  of\n    \n    condemnation,  are  hereby assigned  to  Mortgagee,  and  all\n    \n    proceeds  of  any  such awards, payments, damages  or  claims\n    \n    shall be paid to Mortgagee.\n\n         \n         \n         (b) Application of Proceeds.  Mortgagee shall apply  any\n             -----------------------\n    such proceeds in the manner and upon the terms and conditions\n    \n    set forth in paragraph 2.3(d)(ii) relating to the application\n    \n    of  insurance  proceeds, without regard to the provisions  of\n    \n    paragraph 2.3(d)(iii).\n\n\n\n     2.9 Protection of Mortgagee's Security.  Mortgagor will give\n         ----------------------------------\nnotice  to Mortgagee of and will, at its expense, appear  in  and\n\ndefend any action or proceeding that might affect the Property or\n\ntitle thereto or the interests of Mortgagee therein or the rights\n\nor  remedies  of Mortgagee.  If any such action or proceeding  is\n\ncommenced  or if Mortgagee is made a party to any such action  or\n\nproceeding by reason of this Mortgage, or if Mortgagor  fails  to\n\nperform  any  obligation on its part to be  performed  hereunder,\n\nthen  Mortgagee, in its own discretion, may make any appearances,\n\ndisburse  any sums, make any entries upon the Property  and  take\n\nany  actions  as  may  be necessary or desirable  to  protect  or\n\nenforce  the  security  of this Mortgage, to  remedy  Mortgagor's\n\nfailure to perform its obligations (without, however, waiving any\n\ndefault   by  Mortgagor)  or  otherwise  to  protect  Mortgagee's\n\ninterests.  Mortgagor agrees to pay all loss, damage,  costs  and\n\nexpenses, including reasonable attorneys' fees, of Mortgagee thus\n\nincurred.   This  paragraph shall not  be  construed  to  require\n\nMortgagee to incur any expenses, make any appearances or take any\n\nactions.\n\n     \n     \n     2.10     Reimbursement of Mortgagee's Expenses.  All amounts\n              -------------------------------------\ndisbursed  by  Mortgagee pursuant to paragraph 2.9 or  any  other\n\nprovision  of  this  Mortgage, with interest  thereon,  shall  be\n\nadditional  indebtedness of Mortgagor secured by  this  Mortgage.\n\nAll  such amounts shall be immediately due and payable and  shall\n\nbear  interest from the date of disbursement at the interest rate\n\nin  effect on the Note from time to time, or at the maximum  rate\n\nwhich  may  be  collected from Mortgagor on such amounts  by  the\n\npayee thereof under applicable law if that is less.\n\n\n     \n     2.11     Books and Records; Financial Statements.  Mortgagor\n              ---------------------------------------\nwill  keep  and maintain at Mortgagor's address stated above,  or\n\nsuch  other place as Mortgagee may approve in writing,  books  of\n\naccounts and records adequate to reflect correctly the results of\n\nthe   operation  of  the  Property  and  copies  of  all  written\n\ncontracts,   leases  and  other  instruments  which  affect   the\n\nProperty.   Such  books,  records, contracts,  leases  and  other\n\ninstruments  shall  be  subject to  examination,  inspection  and\n\ncopying  at  any  reasonable time by Mortgagee.   Mortgagor  will\n\nfurnish  to  Mortgagee, within twenty (20) days after Mortgagee's\n\nrequest  therefor,  the following documents,  each  certified  to\n\nMortgagee  by  Mortgagor  as being true,  correct  and  complete:\n\n(a)  a  copy of all leases and other agreements for the occupancy\n\nor  use  of all or any part of the Property, (b) a rent roll  for\n\nthe  Property,  showing the name of each  tenant,  and  for  each\n\ntenant, the suite occupied, the number of square feet rented, the\n\nlease  expiration date, the rent payable, the date through  which\n\nrent  has been paid, the amount of any security deposit  and  the\n\nnumber  and term of any renewal options, (c) a copy of  the  most\n\nrecent  real  and  personal  property  tax  statements  for   the\n\nProperty,  (d)  a  copy  of the most recent  statements  for  the\n\ninsurance  coverages maintained under paragraph  2.3(a)  of  this\n\nMortgage,  and  (e)  a statement of income and  expenses  of  the\n\nProperty  for  the most recently ended fiscal year of  Mortgagor.\n\nIn  addition, Mortgagor and any general partner therein  and  any\n\nguarantor   of  the  Loan  will  furnish  to  Mortgagee,   within\n\ntwenty  (20) days after Mortgagee's request therefor, a  complete\n\nand   current  financial  statement,  in  reasonable  detail  and\n\ncertified as correct by Mortgagor or such partner or guarantor.\n\n\n\n                           ARTICLE 3\n                            RESERVES\n                            --------\n\n     \n     3.1  Deposits.  Mortgagor will, at the time of  making  each\n          ---------\ninstallment payment under the Note, deposit with Mortgagee a sum,\n\nas  estimated  by  Mortgagee, equal to (a) the  rents  under  any\n\nground  lease, (b) the taxes and special assessments next due  on\n\nthe  Property, and (c) the premiums that will next become due  on\n\ninsurance  policies as may be required under this Mortgage,  less\n\nall  sums  already deposited therefor, divided by the  number  of\n\nmonths  to  elapse before two (2) months prior to the  date  when\n\nsuch  rents, taxes, special assessments and premiums will  become\n\ndelinquent.   Mortgagee  may require Mortgagor  to  deposit  with\n\nMortgagee,   in  advance,  such  other  sums  for  other   taxes,\n\nassessments, premiums, charges and impositions in connection with\n\nMortgagor or the Property as Mortgagee reasonably deems necessary\n\nto  protect  Mortgagee's interests (herein 'Other  Impositions').\n\nSuch sums for Other Impositions shall be deposited in a lump  sum\n\nor in periodic installments, at Mortgagee's option.  If requested\n\nby  Mortgagee,  Mortgagor will promptly deliver to Mortgagee  all\n\nbills  and notices with respect to any rents, taxes, assessments,\n\npremiums   and  Other  Impositions.   All  sums  deposited   with\n\nMortgagee  under  this  paragraph  3.1  are  hereby  pledged   as\n\nadditional   security   for   the   Secured   Obligations.    The\n\nrequirements  of  this paragraph are subject to  any  conditional\n\nwaiver  executed by Mortgagee, limited to the time when ownership\n\nof the Property is as stated in such waiver.\n\n     \n     \n     3.2  Application of Deposits.  All such deposited sums shall\n          -----------------------\nbe  held  by  Mortgagee and applied in such  order  as  Mortgagee\n\nelects to pay such rents, taxes, assessments, premiums and  Other\n\nImpositions or, in the event of default hereunder, may be applied\n\nin  whole  or  in  part,  to indebtedness  secured  hereby.   The\n\narrangement  provided for in this Article 3  is  solely  for  the\n\nadded  protection  of Mortgagee and entails no responsibility  on\n\nMortgagee's  part  beyond the allowing  of  due  credit,  without\n\ninterest,  for  the  sums  actually received  by  it.   Upon  any\n\nassignment of this Mortgage by Mortgagee, any funds on hand shall\n\nbe  turned  over  to  the  assignee  and  any  responsibility  of\n\nMortgagee with respect thereto shall terminate.  Each transfer of\n\nthe  Property  shall automatically transfer to  the  grantee  all\n\nrights  of  Mortgagor  with  respect  to  any  funds  accumulated\n\nhereunder.   Upon  payment  in full of the  Secured  Obligations,\n\nMortgagee  shall  promptly  refund  to  Mortgagor  the  remaining\n\nbalance of any deposits then held by Mortgagee.\n\n\n\n     3.3 Adjustments to Deposits.  If the total deposits held  by\n         -----------------------\nMortgagee  exceed  the amount deemed necessary  by  Mortgagee  to\n\nprovide  for  the  payment  of  such rents,  taxes,  assessments,\n\npremiums  and Other Impositions as the same fall due,  then  such\n\nexcess shall, provided no event of default then exists hereunder,\n\nbe   credited  by  Mortgagee  on  the  next  due  installment  or\n\ninstallments of such deposits.  If at any time the total deposits\n\nheld  by  Mortgagee is less than the amount deemed  necessary  by\n\nMortgagee  to  provide for the payment thereof as the  same  fall\n\ndue,  then  Mortgagor will deposit the deficiency with  Mortgagee\n\nwithin thirty (30) days after written notice to Mortgagor stating\n\nthe amount of the deficiency.\n\n                           \n                           \n                           ARTICLE 4\n            RESTRICTIONS ON TRANSFER OR ENCUMBRANCE\n            ---------------------------------------\n\n     \n     \n     4.1 Restrictions on Transfer or Encumbrance of the Property.\n         -------------------------------------------------------\nIf  the Property or any part thereof or interest therein shall be\n\nencumbered,  sold  (by  contract  or  otherwise),  conveyed,   or\n\notherwise  transferred  by Mortgagor, or if  without  Mortgagee's\n\nprior  written consent there shall be any change in the ownership\n\nof  any stock interest in a corporate Mortgagor, in the ownership\n\nof  any  general partnership interest in any general  or  limited\n\npartnership  Mortgagor  or  in the ownership  of  any  beneficial\n\ninterest in any other Mortgagor which is not a natural person  or\n\npersons,  or  if without Mortgagee's prior written consent  there\n\nshall  be any change in the ownership of any such stock,  general\n\npartnership  or  other beneficial interest  in  any  corporation,\n\npartnership or other entity, organization or association directly\n\nor  indirectly  owning an interest in Mortgagor,  then  the  same\n\nshall  be  deemed  to  be  a  'Transfer'  for  purposes  of  this\n\nparagraph.   In the event of such a Transfer, Mortgagee  may,  at\n\nits sole option, declare such Transfer to constitute an event  of\n\ndefault  under  this Mortgage and invoke any remedy  or  remedies\n\nprovided for in paragraph 8.1 hereof or may, at its sole  option,\n\nconsent  to such Transfer and increase the interest rate  on  the\n\nindebtedness  secured hereby.  Neither of the  foregoing  options\n\nshall apply, however, in the case of a Transfer (a) by devise  or\n\ndescent  or  operation  of law upon the death  of  an  individual\n\nMortgagor, a partner of a partnership Mortgagor, a shareholder of\n\na  corporate Mortgagor, the owner of a beneficial interest of any\n\nother  Mortgagor which is not a natural person, or the  owner  of\n\nany  stock,  partnership  or  other beneficial  interest  in  any\n\ncorporation,   partnership  or  other  entity,  organization   or\n\nassociation   directly  or  indirectly  owning  an  interest   in\n\nMortgagor,  provided  that following the Transfer  the  person(s)\n\nand\/or  firm(s)  having  effective  managerial  control  of   the\n\nProperty are reasonably satisfactory to Mortgagee, (b) a Transfer\n\nof  the Property or any portion thereof to AnnTaylor, Inc. or any\n\nof  its  subsidiaries, (the 'Permitted Transferees'), so long  as\n\nthe  transfer is subject to this Mortgage in all respects and the\n\nPermitted  Transferee has executed and delivered to the Mortgagee\n\nsuch  documents  as  are  reasonably  requested  to  give  effect\n\nthereto, or (c) transfers of shares of stock in AnnTaylor  Stores\n\nCorporation  so  long  as  its stock  is  publicly  traded  on  a\n\nrecognized stock exchange.\n\n\n\n                           ARTICLE 5\n           UNIFORM COMMERCIAL CODE SECURITY AGREEMENT\n           ------------------------------------------\n\n    \n    \n    5.1 Grant to Mortgagee.  This Mortgage constitutes a security\n        -------------------\nagreement pursuant to the Uniform Commercial Code with respect to\n\nall  Property  constituting 'Property' as  described  herein  and\n\nMortgagor hereby grants Mortgagee a security interest in all such\n\nproperty  as  additional  security for the  Secured  Obligations.\n\nNotwithstanding the foregoing, the Mortgagee agrees that  it  has\n\nno  security interest, lien or claim in, on or to the  inventory,\n\npersonal   property,   computer   equipment,   materials-handling\n\nequipment, or similar personal property or fixtures which may now\n\nor  in  the  future be located on the Realty.   If  requested  by\n\nMortgagor, Mortgagee agrees to execute an instrument in form  and\n\nsubstance reasonably satisfactory to Mortgagee stating that  such\n\nitems  are  free  from  any lien, claim or security  interest  of\n\nMortgagee, certifying that Mortgagor is not in default, (if it is\n\nnot)   and  consenting  to  such  transaction  conditioned   upon\n\nMortgagee  having  no responsibility for such  property  and  the\n\nagreement of the secured party that, in the event Mortgagee takes\n\npossession of the Property through exercise of its remedies as  a\n\nresult  of  a  deed in lieu of foreclosure, it will  remove  such\n\nproperty  upon Mortgagee's request without damaging the Property,\n\nwithin  a  reasonable  time  after Mortgagee's  request  or  such\n\nproperty  shall  be  deemed  abandoned  by  the  secured   party;\n\nprovided,  however, nothing herein shall be construed to  require\n\nany  consent  from  Mortgagee for such  transaction  or  for  the\n\nalteration or replacement of any such items.\n\n\n\n     5.2  Mortgagee's  Rights  and  Remedies.   With  respect  to\n          ----------------------------------\nProperty  subject  to the foregoing security interest,  Mortgagee\n\nhas  all of the rights and remedies (i) of a secured party  under\n\nthe  Uniform  Commercial  Code, (ii) provided  herein,  including\n\nwithout  limitation the right to cause such Property to  be  sold\n\nunder   the   power  of  sale  granted  by  this  Mortgage,   and\n\n(iii) provided by law.  In exercising its remedies, Mortgagee may\n\nproceed  against  the items of real property  and  any  items  of\n\npersonal  property  separately  or  together  and  in  any  order\n\nwhatsoever,  without  in any way affecting  the  availability  of\n\nMortgagee's  remedies.   Upon demand by  Mortgagee  following  an\n\nevent of default hereunder, Mortgagor will assemble any items  of\n\npersonal  property and make them available to  Mortgagee  at  the\n\nProperty,  a  place  which  is hereby  deemed  to  be  reasonably\n\nconvenient  to both parties.  Mortgagee shall give  Mortgagor  at\n\nleast  ten (10) days' prior written notice of the time and  place\n\nof  any public sale or other disposition of such Property  or  of\n\nthe time of or after which any private sale or any other intended\n\ndisposition  is  to  be made.  Any person  permitted  by  law  to\n\npurchase at any such sale may do so.  Such Property may  be  sold\n\nat  any  one  or  more public or private sales  as  permitted  by\n\napplicable  law.   All  expenses incurred in  realizing  on  such\n\nProperty shall be borne by Mortgagor.\n\n\n\n     5.3  Fixture Filing.  THIS MORTGAGE SHALL BE EFFECTIVE AS  A\n          ---------------\nFINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL\n\nGOODS  WHICH  ARE  OR  ARE  TO BECOME  FIXTURES  RELATED  TO  THE\n\nPROPERTY.   FOR  PURPOSES  OF  THE UNIFORM  COMMERCIAL  CODE  THE\n\nFOLLOWING INFORMATION IS FURNISHED:\n\n\n\n         (a) The name and address of the record owner of the real\n    estate described in this instrument is:\n\n            \n            AnnTaylor Distribution Services, Inc.\n            414 Chapel Street\n            New Haven, Connecticut 06511\n\n        \n        (b) the name and address of the Debtor is:\n\n            AnnTaylor Distribution Services, Inc.\n            414 Chapel Street\n            New Haven, Connecticut 06511\n\n        (c) the name and address of the Secured Party is:\n\n            General Electric Capital Assurance Company\n            P. O. Box 490\n            Seattle, Washington 98111-0490\n\n        (d)   Information  concerning  the  security   interest\n    evidenced by this instrument may be obtained from the Secured\n    Party at its address above.\n\n        (e) This document covers goods which are or are to become\n    fixtures.\n\n        (f) Proceeds and products of collateral are also covered.\n\n                           \n                           \n                           ARTICLE 6\n      ASSIGNMENT OF RENTS AND LEASES; LEASES OF PROPERTY;\n      ---------------------------------------------------\n        APPOINTMENT OF RECEIVER; MORTGAGEE IN POSSESSION\n        ------------------------------------------------\n\n     \n     \n     6.1 Mortgagor to Comply with Leases.  Mortgagor will, at its\n         -------------------------------\nown cost and expense:\n\n         \n         (a) Faithfully abide by, perform and discharge each  and\n    every obligation, covenant and agreement under any leases  or\n    other  agreements for the occupancy or use  of  the  Property\n    (collectively  'Leases')  to be  performed  by  the  landlord\n    thereunder;\n\n         (b)  Enforce or secure the performance of each and every\n    material  obligation, covenant, condition  and  agreement  of\n    said Leases by the tenants thereunder to be performed;\n\n         (c)  Not  borrow against, pledge or further  assign  any\n    rentals  due under said Leases (which shall not prohibit  the\n    transfers  referred to in subparagraph (b) of  paragraph  4.1\n    above);\n\n         (d) Not permit the prepayment of any rents due under any\n    of the Leases for more than one month in advance nor for more\n    than  the next accruing installment of rents, nor anticipate,\n    discount, compromise, forgive or waive any such rents;\n\n         (e)  Not waive, excuse, condone or in any manner release\n    or   discharge  any  tenants  of  or  from  the  obligations,\n    covenants,  conditions and agreements by said tenants  to  be\n    performed under the Leases;\n\n         (f)  Not  permit  any  tenant to assign  or  sublet  its\n    interest in any of the Leases unless required to do so by the\n    terms of the Lease and then only if such assignment does  not\n    work  to  relieve the tenant of any liability for payment  of\n    and performance of its obligations under such Lease;\n\n        (g) Not terminate any Lease or accept a surrender thereof\n    or  a  discharge of the tenant providing for a term (assuming\n    that all renewal options, if any, are exercised) of more than\n    five  (5)  years nor shall Mortgagor terminate  or  accept  a\n    surrender  in any single twelve (12) month period  more  than\n    twenty-five percent (25%) of the aggregate total net rentable\n    area without the written consent of the Mortgagee;\n\n        (h) Not consent to a subordination of the interest of any\n    tenant  to  any party other than Mortgagee and then  only  if\n    specifically consented to by the Mortgagee; and\n\n          (i)  Not  amend  or  modify  any  Lease  or  alter  the\n    obligations  of  the  parties thereunder,  excepting  in  the\n    ordinary  and prudent course of business with due regard  for\n    the  security afforded the Mortgagee by the Lease,  and  will\n    not,  without  the Mortgagee's written consent,  enter  into,\n    execute,  modify,  or  extend  any  Lease  now  existing   or\n    hereafter  made  providing  for a  term  (assuming  that  all\n    renewal options, if any, are exercised) of more than five (5)\n    years  unless  the  leased premises is less than  twenty-five\n    percent  (25%)  of  the  net rentable area  of  the  building\n    improvements at the Property.\n\n     \n     \n     6.2  Mortgagee's Right to Perform under Leases.  Should  the\n          -----------------------------------------\nMortgagor   fail  to  perform,  comply  with  or  discharge   any\nobligations of Mortgagor under any lease or should the  Mortgagee\nbecome aware of or be notified by any tenant under any lease of a\nfailure  on the part of Mortgagor to so perform, comply  with  or\ndischarge  its obligations under said lease, Mortgagee  may,  but\nshall  not be obligated to, and without further demand  upon  the\nMortgagor,  and without waiving or releasing Mortgagor  from  any\nobligation  in this Mortgage contained, remedy such failure,  and\nthe  Mortgagor agrees to repay upon demand all sums  incurred  by\nthe  Mortgagee  in  remedying  any  such  failure  together  with\ninterest at the then rate in effect on the Note.  All such  sums,\ntogether  with  interest  as  aforesaid  shall  become  so   much\nadditional  indebtedness secured by this Mortgage,  but  no  such\nadvance shall be deemed to relieve the Mortgagor from any default\nhereunder.\n\n     \n     \n     6.3  Assignment  of  Leases and Rents.  The  Mortgagor  does\n          --------------------------------\nhereby  sell,  assign  and transfer unto  Mortgagee  all  of  the\nleases,  rents, issues, income and profits now due and which  may\nhereafter  become due under or by virtue of the Leases  including\nthose,  if  any, described on Exhibit B attached hereto,  whether\nwritten  or verbal, or any agreement for the use or occupancy  of\nthe  Property,  it  being  the  intention  of  this  Mortgage  to\nestablish  an  absolute present transfer and  assignment  of  the\nLeases and all of the rents, issues, income and profits from  the\nProperty  unto  the Mortgagee, and not merely the granting  of  a\nsecurity   interest,  and  the  Mortgagor  does  hereby   appoint\nirrevocably  the  Mortgagee its true and lawful attorney  in  its\nname and stead, which appointment is coupled with an interest, to\ncollect all of said rents and profits; provided, Mortgagee grants\nthe  Mortgagor  the privilege, revocable, to collect  and  retain\nsuch  rents,  income, and profits unless and until  an  event  of\ndefault exists under this Mortgage.  Upon an event of default and\nwhether  before or after the institution of proceedings  to  sell\nthe  Property or foreclose this Mortgage or during any period  of\nredemption  the Mortgagee, and without regard to waste,  adequacy\nof  the  security or solvency of the Mortgagor,  may  revoke  the\nprivilege  granted  Mortgagor hereunder  to  collect  the  rents,\nissues,  income  and profits of the Property,  and  may,  at  its\noption, without notice:\n\n         (a)  in  person  or  by agent, with  or  without  taking\n    possession  of  or  entering the Property,  with  or  without\n    bringing any action or proceeding, give, or require Mortgagor\n    to  give,  notice  to  any  or all tenants  under  any  lease\n    authorizing  and  directing the tenant  to  pay  such  rents,\n    issues, income and profits to Mortgagee; collect all  of  the\n    rents,  issues and profits; enforce the payment  thereof  and\n    exercise  all of the rights of the landlord under  any  lease\n    and  all  of  the rights of Mortgagee hereunder; enter  upon,\n    take possession of, manage and operate said Property, or  any\n    part  thereof; cancel, enforce or modify any leases, and  fix\n    or  modify  rents, and do any acts which the Mortgagee  deems\n    proper  to protect the security hereof with or without taking\n    possession of said Property; or\n\n        (b) apply for the appointment of a receiver in accordance\n    with  the  statutes  and  law made and  provided  for,  which\n    receivership Mortgagor hereby consents to, who shall  collect\n    the  rents, profits and all other income of any kind;  manage\n    the  Property  so  as  to prevent waste; and  execute  leases\n    within or beyond the period of receivership.\n\n     The  rents, issues, income and profits may be applied,  less\ncosts  and  expenses  of  operation, management  and  collection,\nincluding attorneys fees and the payment of the fees and expenses\nof  any  agent or receiver, to the payment of taxes, assessments,\ninsurance  premiums  and expenditures for the management,  repair\nand  upkeep  of  the Property, to the performance  of  landlord's\nobligations under any Leases and to the Secured Obligations,  all\nin  such order as the Mortgagee may determine.  The entering upon\nand  taking  possession of the Property, the collection  of  such\nrents  and profits and the application thereof as aforesaid shall\nnot cure or waive any defaults under this Mortgage nor in any way\noperate  to prevent the Mortgagee from pursuing any other  remedy\nwhich  it  may  now  or hereafter have under the  terms  of  this\nMortgage  nor  shall it in any way be deemed  to  constitute  the\nMortgagee  a mortgagee-in-possession.  The rights and  powers  of\nthe  Mortgagee  hereunder shall remain in full force  and  effect\nboth  prior to and after any foreclosure of the Mortgage and  any\nsale pursuant thereto.\n\n     \n     \n     6.4 Leases of the Property.  Without the Mortgagee's written\n         -----------------------\nconsent,  the Mortgagor will not enter into, execute, modify,  or\nextend any Lease now existing or hereafter made providing a  term\n(assuming  that  all renewal options, if any, are  exercised)  of\nmore  than five (5) years unless the leased premises is less than\ntwenty-five  percent  (25%)  of the  net  rentable  area  of  the\nbuilding  improvements  at  the Property.   Mortgagor  shall  not\nsurrender  or terminate any Lease now existing or hereafter  made\nproviding a term (assuming that all renewal options, if any,  are\nexercised)  of  more  than  five (5) years  nor  shall  Mortgagor\nsurrender  or  terminate in any single twelve-month  period  more\nthan  twenty-five  percent  (25%)  of  the  aggregate  total  net\nrentable area without the written consent of the Mortgagee.  Each\nlease of the Property, at the election of the Mortgagee, will  be\neither  superior or subordinate to the lien of the Mortgage,  and\neach  tenant  shall  execute  an  appropriate  subordination   or\nattornment agreement as required by the Mortgagee.  Also, to  the\nextent  required by the Mortgagee, each tenant shall  execute  an\nestoppel certificate and acknowledge receipt of a notice  of  the\nassignment of its lease, all satisfactory in form and content  to\nthe Mortgagee.\n\n\n\n                           ARTICLE 7\n                       EVENTS OF DEFAULT\n                       -----------------\n\n     \n     \n     7.1 Events of Default.  Any one or more of the following  is\n         -------------------\nan event of default hereunder:\n\n         \n         \n         (a) Failure to make any payment when due under the Note,\n    this Mortgage or any of the other Loan Documents, followed by\n    the  failure to make such payment within ten (10) days  after\n    written  notice  thereof  given to  Mortgagor  by  Mortgagee;\n    provided,  however, that Mortgagee shall not be obligated  to\n    give  Mortgagor  written  notice  prior  to  exercising   its\n    remedies with respect to such default if Mortgagee had  twice\n    previously given Mortgagor during that calendar year a notice\n    of default for failure to make a payment of similar type.\n\n         (b) Failure to perform any other covenant, agreement  or\n    obligation under the Note, this Mortgage or any of the  other\n    Loan  Documents, followed by the failure to cure such default\n    within thirty (30) days after written notice thereof given to\n    Mortgagor  by Mortgagee (or if such cure cannot be  completed\n    within  such  thirty (30) day period through the exercise  of\n    diligence, the failure by Mortgagor to commence the  required\n    cure  within  such thirty (30) day period and  thereafter  to\n    continue  the  cure with diligence and to complete  the  cure\n    within  ninety  (90)  days following  Mortgagee's  notice  of\n    default).\n\n         (c)  Mortgagor  or  any trustee  of  Mortgagor  files  a\n    petition  in bankruptcy or for an arrangement, reorganization\n    or  any  other form of debtor relief; or such a  petition  is\n    filed  against Mortgagor or any trustee of Mortgagor and  the\n    petition  is not dismissed within forty-five (45) days  after\n    filing.\n\n        (d) A decree or order is entered for the appointment of a\n    trustee,  receiver or liquidator for Mortgagor or Mortgagor's\n    property,  and  such  decree or order is not  vacated  within\n    forty-five (45) days after the date of entry.\n\n        (e) Mortgagor commences any proceeding for dissolution or\n    liquidation;  or  any  such proceeding is  commenced  against\n    Mortgagor   and  the  proceeding  is  not  dismissed   within\n    forty-five (45) days after the date of commencement.\n\n         (f) Mortgagor makes an assignment for the benefit of its\n    creditors,  or  admits in writing its inability  to  pay  its\n    debts generally as they become due.\n\n         (g)  There is an attachment, execution or other judicial\n    seizure of any portion of Mortgagor's assets and such seizure\n    is not discharged within ten (10) days.\n\n        (h) Any representation or disclosure made to Mortgagee by\n    Mortgagor  or  any  guarantor  of  the  Loan  proves  to   be\n    materially false or misleading when made, whether or not that\n    representation or disclosure is contained herein.\n\n                           \n                           \n                           \n                           ARTICLE 8\n                            REMEDIES\n                            --------\n\n    8.1 Acceleration Upon Default; Additional Remedies.  Upon the\n        -------------------------\noccurrence  and  continuance of an event  of  default  hereunder,\nMortgagee may, at its option and without notice to or demand upon\nMortgagor, take any one or more of the following actions:\n\n         \n        (a)  Declare  any or all indebtedness  secured  by  this\n    Mortgage to be due and payable immediately.\n\n         \n        (b)  Bring  a court action to enforce the provisions  of\n    this  Mortgage  or  any  of the indebtedness  or  obligations\n    secured by this Mortgage.\n\n        \n        (c) Bring a court action to foreclose this Mortgage.\n\n        \n        (d)  Foreclose  this Mortgage under the  power  of  sale\n    granted   by  this  Mortgage  in  any  manner  permitted   by\n    applicable law.\n\n        \n        (e)  Exercise  any  or all of the  rights  and  remedies\n    provided for herein in the event of default hereunder.\n\n        \n        (f)  Exercise any other right or remedy available  under\n    law or in equity.\n\n     \n     \n     8.2 Right to Foreclose.  If an event of default shall occur,\n         -------------------\nthe  Mortgagee  may,  either  with or  without  entry  or  taking\npossession,  proceed by suit or suits at law or in equity  or  by\nany other appropriate proceedings or remedy to enforce payment of\nthe  Secured  Obligations or the performance of  any  other  term\nhereof or any other right and the Mortgagor hereby authorizes and\nfully  empowers  the  Mortgagee to foreclose  this  Mortgage  and\ngrants  to  the Mortgagee full authority to sell the Property  at\npublic auction and convey title to the Property to the purchaser,\neither  in  one  parcel  or separate lots  and  parcels,  all  in\naccordance with and in the manner prescribed by law, and  out  of\nthe  proceeds  arising from sale and foreclosure  to  retain  the\nprincipal   and  interest  due  on  the  Note  and  the   Secured\nObligations  together with all such sums of  money  as  Mortgagee\nshall  have  expended or advanced pursuant to  this  Mortgage  or\npursuant to statute together with interest thereon at the rate of\ninterest  provided for in the Note and all costs and expenses  of\nsuch  foreclosure,  including lawful attorney's  fees,  with  the\nbalance,  if any, to be paid to the persons entitled  thereto  by\nlaw.   In any such proceeding the Mortgagee may apply all or  any\nportion  of the Secured Obligations to the amount of the purchase\nprice.\n\n     \n     \n     8.3  Application  of  Proceeds  of  Foreclosure  Sale.   The\n          ------------------------------------------------\nproceeds  of  any  foreclosure sale  of  the  Property  shall  be\ndistributed and applied in the following order of priority unless\notherwise provided by law: (a) to all costs and expenses incident\nto the foreclosure proceedings and in all prior efforts to effect\ncollection  of  the  Secured  Obligations,  including  all   such\nallowable  items  as  are  mentioned in the  preceding  paragraph\nhereof;  (b)  all  other  items  which  under  the  terms  hereof\nconstitute  Secured Obligations additional to that  evidenced  by\nthe  Note,  with interest thereon as provided herein  or  in  the\nNote;  (c)  all  interest remaining unpaid on the Note;  (d)  all\nprincipal  remaining unpaid on the Note, to be applied  first  to\nprincipal  which is not the subject of any guaranty by any  third\nparty and thereafter, after all such non-guaranteed principal has\nbeen  repaid,  to  principal that is  the  subject  of  any  such\nguaranty; and (e) the balance, if any, shall be paid over to  the\nMortgagor  or  its  successors and assigns.  In  any  event,  the\npurchaser under any foreclosure sale shall be under no obligation\nto see to the proper application of the purchase money.\n\n    \n    \n    8.4 Waiver of Order of Sale and Marshaling.  Mortgagor waives\n        --------------------------------------\nall  rights to direct the order in which any of the Property will\nbe  sold  in the event of any sale under this Mortgage, and  also\nany right to have any of the Property marshaled upon any sale.\n\n     \n     \n     8.5  Non-Waiver of Defaults.  The entering upon  and  taking\n          ----------------------\npossession  of  the  Property, the collection  of  Rents  or  the\nproceeds of fire and other insurance policies or compensation  or\nawards  for  any  taking  or  damage of  the  Property,  and  the\napplication or release thereof as herein provided, shall not cure\nor waive any default or notice of default hereunder or invalidate\nany act done pursuant to such notice.\n\n     \n     \n     8.6  Foreclosure Subject to Tenancies.  Mortgagee shall have\n          --------------------------------\nthe right at its option to foreclose this Mortgage subject to the\nrights of any tenant or tenants of the Property.\n\n     \n     \n     8.7  Evasion  of Prepayment Terms.  If an event  of  default\n          ----------------------------\nhereunder has occurred and is continuing, a tender of payment  of\nthe  amount necessary to satisfy the entire indebtedness  secured\nhereby made at any time prior to foreclosure sale (including sale\nunder  power of sale) by Mortgagor, its successors or assigns  or\nby  anyone  in  behalf of Mortgagor, its successors  or  assigns,\nshall  constitute an evasion of the prepayment terms of the  Note\nand  be  deemed to be a voluntary prepayment thereunder  and  any\nsuch  payment  to  the extent permitted by law, will,  therefore,\ninclude  the  additional payment required  under  the  prepayment\nprivilege, if any, contained in the Note.\n\n     \n     \n     8.8  Remedies Cumulative.  To the extent permitted  by  law,\n          --------------------\nevery right and remedy provided in this Mortgage is distinct  and\ncumulative to all other rights or remedies under this Mortgage or\nafforded  by  law  or  equity  or  any  other  agreement  between\nMortgagee  and  Mortgagor,  and may  be  exercised  concurrently,\nindependently   or   successively,  in  any   order   whatsoever.\nMortgagee  may  exercise any of its rights and  remedies  at  its\noption without regard to the adequacy of its security.\n\n      \n      \n      8.9  Mortgagee's  Expenses.   Mortgagor  will  pay  all  of\n           ---------------------\nMortgagee's expenses incurred in any efforts to enforce any terms\nof  this  Mortgage, whether or not any suit is  filed,  including\nwithout  limitation  legal  fees and  disbursements,  foreclosure\ncosts  and title charges.  All such sums, with interest  thereon,\nshall  be  additional indebtedness of Mortgagor secured  by  this\nMortgage.   Such  sums shall be immediately due and  payable  and\nshall  bear interest from the date of disbursement at the default\nrate  of  interest stated in the Note, or the maximum rate  which\nmay  be collected from Mortgagor under applicable law if that  is\nless.\n\n     \n     \n     8.10     Right  to Discontinue Proceedings.   In  the  event\n              ---------------------------------\nMortgagee  shall  have proceeded to invoke any right,  remedy  or\nrecourse permitted under this Mortgage and shall thereafter elect\nto  discontinue  or  abandon the same for any  reason,  Mortgagee\nshall  have  the  unqualified right to do so and  in  such  event\nMortgagor  and  Mortgagee  shall  be  restored  to  their  former\npositions  with  respect  to  the indebtedness  secured  by  this\nMortgage.   This Mortgage, the Property and all rights,  remedies\nand  recourse of the Mortgagee shall continue as if the same  had\nnot been invoked.\n\n                           \n                           \n                           \n                           ARTICLE 9\n                            GENERAL\n                            -------\n\n     \n     \n     9.1  Application of Payments.  Except as applicable  law  or\n          ------------------------\nthis  Mortgage  may otherwise provide, all payments  received  by\nMortgagee  under the Note or this Mortgage shall  be  applied  by\nMortgagee  in  the following order of priority:  (a)  Mortgagee's\nexpenses  incurred in any efforts to enforce any  terms  of  this\nMortgage;  (b)  amounts payable to Mortgagee by  Mortgagor  under\nArticle 3 for reserves; (c) interest and late charges payable  on\nthe  Note;  (d)  principal of the Note; (e) interest  payable  on\nadvances   made  to  protect  the  security  of  this   Mortgage;\n(f) principal of such advances; and (g) any other sums secured by\nthis  Mortgage  in such order as Mortgagee, at  its  option,  may\ndetermine; provided, however, that Mortgagee may, at its  option,\napply any such payments received to interest on and principal  of\nadvances  made to protect the security of this Mortgage prior  to\napplying such payments to interest on or principal of the Note.\n\n    \n    \n    9.2 Release of Mortgage.  Upon payment of all sums secured by\n        -------------------\nthis Mortgage, this Mortgage and all assignments contained herein\nshall  be  void,  and  this Mortgage shall  be  released  by  the\nMortgagee at the cost and expense of the Mortgagor, otherwise  to\nremain in full force and effect.\n\n     \n     \n     9.3 Mortgagee's Powers.  Without affecting the liability  of\n         ------------------\nany person for payment or performance of the Secured Obligations,\nMortgagee, at its option, may extend the time for payment of  the\nindebtedness  secured hereby or any part thereof, reduce  payment\nthereon,  release  anyone  liable on any  of  said  indebtedness,\naccept  a  renewal note or notes therefor, modify the  terms  and\ntime  of  payment of the indebtedness, release the lien  of  this\nMortgage  on any part of the Property, take or release  other  or\nadditional security, release or cause to be released all  or  any\npart of the Property, or consent to the making of any map or plat\nof  the  Property, or consent to the granting of any easement  or\ncreating  of  any restriction on the Property,  or  join  in  any\nsubordination or other agreement affecting this Mortgage  or  the\nlien   or  charge  hereof.   Mortgagor  shall  pay  Mortgagee   a\nreasonable  service  charge, together with such  title  insurance\npremiums  and  attorneys' fees as may be incurred at  Mortgagee's\noption, for any such action if taken at Mortgagor's request.\n\n     \n     \n     9.4  Subrogation.  Mortgagee shall be subrogated for further\n          ------------\nsecurity to the lien, although released of record, of any and all\nencumbrances discharged, in whole or in part, by the proceeds  of\nthe Loan or any other indebtedness secured hereby.\n\n     \n     \n     9.5  No Violation of Usury Laws.  Interest, fees and charges\n          --------------------------\ncollected  or to be collected in connection with the indebtedness\nsecured hereby shall not exceed the maximum, if any, permitted by\nany  applicable law.  If any such law is interpreted so that said\ninterest,  fees and\/or charges would exceed any such maximum  and\nMortgagor is entitled to the benefit of such law, then:  (a) such\ninterest,  fees  and\/or charges shall be reduced  by  the  amount\nnecessary  to  reduce  the  same to the  permitted  maximum;  and\n(b)  any  sums  already  paid  to Mortgagee  which  exceeded  the\npermitted maximum will be refunded.  Mortgagee may choose to make\nthe  refund either by treating the payments, to the extent of the\nexcess, as prepayments of principal or by making a direct payment\nto  the person(s) entitled thereto.  No prepayment premium  shall\nbe  assessed on prepayments under this paragraph.  The provisions\nof  this  paragraph shall control over any inconsistent provision\nof this Mortgage or the Note or any other Loan Documents.\n\n    \n    \n    9.6 Additional Documents; Power of Attorney.  Mortgagor, from\n        ---------------------------------------\ntime  to time, will execute, acknowledge and deliver to Mortgagee\nupon  request,  and  hereby irrevocably  appoints  Mortgagee  its\nattorney-in-fact  to  execute,  acknowledge,   deliver   and   if\nappropriate   file   and   record,  such   security   agreements,\nassignments   for   security  purposes,   assignments   absolute,\nfinancing   statements,   affidavits,  certificates   and   other\ndocuments,  in  form and substance satisfactory to Mortgagee,  as\nMortgagee  may  request in order to perfect, preserve,  continue,\nextend or maintain the assignments herein contained, the lien and\nsecurity  interest under this Mortgage, and the priority thereof,\nbut  for no other purposes.  Mortgagor will pay to Mortgagee upon\nrequest  therefor all costs and expenses incurred  in  connection\nwith the preparation, execution, recording and filing of any such\ndocument.\n\n     \n     \n     9.7  Waiver  of Statute of Limitations.  To the full  extent\n          ----------------------------------\nMortgagor may do so, Mortgagor hereby waives the right to  assert\nany statute of limitations as a defense to the enforcement of the\nlien  of  this Mortgage or to any action brought to  enforce  the\nNote or any other obligation secured by this Mortgage.\n     \n     \n     \n     9.8  Forbearance by Mortgagee Not a Waiver.  Any forbearance\n          -------------------------------------\nby  Mortgagee  in  exercising any right or remedy  hereunder,  or\notherwise afforded by applicable law, shall not be a waiver of or\npreclude  the exercise of any right or remedy, and no  waiver  by\nMortgagee of any particular default by Mortgagor shall constitute\na  waiver of any other default or of any similar default  in  the\nfuture.   Without limiting the generality of the  foregoing,  the\nacceptance  by  Mortgagee of payment of any sum secured  by  this\nMortgage  after  the due date thereof shall not be  a  waiver  of\nMortgagee's  right to either require prompt payment when  due  of\nall other sums so secured or to declare a default for failure  to\nmake prompt payment.  The procurement of insurance or the payment\nof  taxes or other liens or charges by Mortgagee shall not  be  a\nwaiver  of  Mortgagee's right to accelerate the maturity  of  the\nindebtedness  secured  by this Mortgage,  nor  shall  Mortgagee's\nreceipt  of any awards, proceeds or damages under paragraphs  2.3\nand  2.8  hereof operate to cure or waive Mortgagor's default  in\npayment of sums secured by this Mortgage.\n\n     \n     \n     9.9  Modifications  and Waivers.  This  Mortgage  cannot  be\n          --------------------------\nwaived, changed, discharged or terminated orally, but only by  an\ninstrument   in  writing  signed  by  the  party   against   whom\nenforcement  of  any waiver, change, discharge or termination  is\nsought.\n\n     \n     \n     9.10     Notice.   Except as applicable  law  may  otherwise\n              ------\nrequire, all notices and other communications shall be in writing\nand  shall be deemed given when delivered by personal service  or\nwhen  mailed,  by certified or registered mail, postage  prepaid,\naddressed  to  the  address set forth at the  beginning  of  this\nMortgage.  Any party may at any time change its address for  such\npurposes by delivering or mailing to the other parties hereto  as\naforesaid a notice of such change.\n\n    \n    \n    9.11    Governing Law; Severability; Captions.  This Mortgage\n            -------------------------------------\nshall  be governed by the laws of the State of Kentucky.  If  any\nprovision  or  clause of this Mortgage conflicts with  applicable\nlaw,  such conflicts shall not affect other provisions or clauses\nhereof   which  can  be  given  effect  without  the  conflicting\nprovision, and to this end the provisions hereof are declared  to\nbe  severable.   The captions and headings of the paragraphs  and\narticles of this Mortgage are for convenience only and are not to\nbe used to interpret or define the provisions hereof.\n\n     \n     \n     9.12     Definitions.  As used herein:  the term 'Mortgagor'\n              -----------\nmeans  the  Mortgagor herein named, together with any  subsequent\nowner  of  the Property or any part thereof or interest  therein,\nand  the  term  'Mortgagee'  means the  Mortgagee  herein  named,\ntogether with any subsequent owner or holder of the Note  or  any\ninterest therein, including pledgees, assignees and participants.\n\n     \n     \n\n     9.13     Successors  and Assigns Bound;  Joint  and  Several\n              -----------------------------\nLiability;  Agents.  This Mortgage shall bind and  inure  to  the\n- - --------    -----\nbenefit  of  the  parties  hereto  and  their  respective  heirs,\ndevisees,  legatees,  administrators, executors,  successors  and\nassigns,  subject  to the provisions of Article  4  hereof.   All\nobligations  of  Mortgagor hereunder are joint and  several.   In\nexercising  any rights hereunder or taking actions  provided  for\nherein,  Mortgagee  may  act through  its  employees,  agents  or\nindependent contractors as authorized by Mortgagee.\n\n     \n     \n     9.14    Number; Gender.  This Mortgage shall be construed so\n             --------------\nthat  wherever  applicable the use of the singular  number  shall\ninclude  the plural number, and vice versa, and the  use  of  any\ngender shall be applicable to all genders.\n\n     \n     \n     9.15    Time.  Time is of the essence in connection with all\n             ----\nobligations of Mortgagor herein.\n\n     \n     \n     IN  WITNESS  WHEREOF, Mortgagor and Mortgagee have  executed\nthis Mortgage as of the day and year first above written.\n\n\n                              ANNTAYLOR DISTRIBUTION SERVICES, INC.,\n                                a Delaware corporation\n\n\n                                By: \/s\/ Walter J. Parks\n                                    --------------------\n\n                                Its:  Vice President\n\n\n\n\n\nSTATE OF New York  )\n                                    )SS\nCOUNTY OF New York   )\n\n    The foregoing instrument was acknowledged before me this 20th\nday  of  November,  1995,  by  Walter J. Parks, the Vice President\nof  ANNTAYLOR  DISTRIBUTION   SERVICES, INC., a Delaware \ncorporation, on behalf of the corporation.\n\n\n\n                                Notary Public \/s\/ Jocelyn F.L. Barandiaran\n                                My Commission Expires  Nov. 30, 1996\n\n\n\n\nTHIS DOCUMENT WAS DRAFTED BY:\n\n\nDuane L. Paulson\nOppenheimer Wolff &amp; Donnelly\nPlaza VII, Suite 3400\n45 South Seventh Street\nMinneapolis, Minnesota 55402\n\n=======================================================================\n                           EXHIBIT A\n                               TO\n                            MORTGAGE\n                            --------\n\n\n                       PROPERTY SCHEDULE\n                       -----------------\n\nLEGAL DESCRIPTION\n- - ------------------\n\n\nBeing LOT 49, as shown on the plat of RIVERPORT, SECTION 2,  plat\nof  which is of record in Plat and Subdivision Book 34, Page  50,\nin the Office of the Clerk of Jefferson County, Kentucky.\n\n\nBeing  the  same  property  acquired  by  ANNTAYLOR  DISTRIBUTION\nSERVICES,  INC., a Delaware corporation, by Deed  dated  June  1,\n1994, of record in Deed Book 6460, Page 547, in the Office of the\nClerk of Jefferson County, Kentucky.\n\n\n\n\n\n\n\nBeing the same property acquired  by _________________________  by  Deed\n\ndated _______________  of record in Deed Book _______, Page______ in\n\nthe Office of the Clerk of Jefferson, County, Kentucky.\n\n\n\n\n\n\n                            Z3484\\11269\\498\\MORTGAGE\\11-21-95\\DLP\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,7615],"corporate_contracts_industries":[9494,9452],"corporate_contracts_types":[9560,9570],"class_list":["post-41170","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-retail__clothing","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41170","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41170"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41170"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41170"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41170"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}