Form of Mortgage Or Deed

EXHIBIT E


[State]


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[MORTGAGE] [DEED OF TRUST],
ASSIGNMENT OF LEASES, RENTS AND REVENUES
AND FIXTURE FILING


made by


[__________________],


as Grantor,


to


[________________],


as Trustee


for the benefit of


THE CHASE MANHATTAN BANK,
as Administrative Agent for the Lenders


Dated as of the __ day of ____________, 2001


After recording please return to:


[Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: __________________]


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Table of Contents


Page


Section 1. DEFINITIONS................................................... 5
1.1 Definitions........................................................ 5
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1.2 Other Definitional Provisions...................................... 7
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Section 2. COVENANTS..................................................... 7
2.1 Payment of Taxes................................................... 7
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2.2 Alterations........................................................ 8
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[2.6 Ground Lease......................................................... 10
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Grantor hereby represents, warrants and covenants the following with
respect to the Ground Lease:.............................................. 10


Section 3. FORECLOSURE................................................... 10
3.1 Foreclosure........................................................ 10
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3.2 Grantor's Waivers.................................................. 11
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3.3 Recovery of Advances............................................... 12
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3.4 Sale............................................................... 12
----
3.5 Several Parcels.................................................... 12
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3.6 Beneficiary Authorized to Execute Instruments...................... 12
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3.7 Purchase of Mortgaged Property by Beneficiary...................... 13
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3.8 Receipt a Sufficient Discharge to Purchaser........................ 13
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3.9 Waiver of Marshaling, Appraisement, Valuation...................... 13
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3.10 Sale Shall be a Bar Against Grantor................................ 13
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3.11 Application of Sale Proceeds....................................... 14
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Section 4. [THE TRUSTEE.................................................. 14
4.1 Acceptance; Standard of Conflict................................... 14
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4.2 Fees and Expenses.................................................. 14
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4.3 Resignation........................................................ 14
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4.4 Acts of Trustee.................................................... 14
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4.5 Successor Trustee; Substitution.................................... 14
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Section 5. APPOINTMENT OF RECEIVER....................................... 15


Section 6. POSSESSION, MANAGEMENT AND INCOME UPON DEFAULT................ 15


Section 7. RIGHT OF BENEFICIARY TO PERFORM GRANTOR'S COVENANTS........... 16


Section 8. REMEDIES CUMULATIVE........................................... 16


Section 9. GOVERNING LAW................................................. 16


Section 10. NO WAIVER..................................................... 17


Section 11. FINANCING STATEMENT........................................... 17


Section 12. EXPENSES OF BENEFICIARY....................................... 17
12.1 Expenses of Defending the Mortgage................................. 17
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12.2 Expenses of Collection............................................. 18
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Section 13. MISCELLANEOUS................................................. 18


Section 14. NON-MERGER.................................................... 18


Section 15. ASSIGNMENT OF RENTS AND GRANTOR'S INTEREST IN LEASES.......... 18
15.1 Assignment of Leases, Operating Agreements and Tenant Guaranties... 18
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15.2 Application of Proceeds............................................ 19
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15.3 Present Assignment; License of Grantor............................. 20
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15.4 Payment by Tenants................................................. 21
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15.5 No Release......................................................... 21
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15.6 Rights, Powers and Privileges of Beneficiary Irrevocable........... 21
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15.7 No Subordination or Amendment...................................... 22
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15.8 Termination of Assignment.......................................... 22
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15.9 Beneficiary Not Obligated Under Lease, Operating Agreement or
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Tenant Guaranty.................................................... 22
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15.10 Subrogation..................................................... 22
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15.11 Bankruptcy...................................................... 23
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Section 16. STATE SPECIFIC PROVISIONS..................................... 23
16.1 Maximum Amount................................................... 23
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Section 17. NOTICES....................................................... 24


Section 18. WAIVER OF JURY TRIAL; WAIVER OF CLAIMS........................ 25
18.1 Trial by Jury...................................................... 25
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18.2 Submission To Jurisdiction; Waivers................................ 25
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Section 19. SEVERABILITY.................................................. 25


Section 20. LAST DOLLARS SECURED.......................................... 25


Section 21. RELEASES OR RECONVEYANCES..................................... 26


Section 22. FURTHER ASSURANCES............................................ 26


Section 23. [PRIORITY OF FIRST MORTGAGE].................................. 26


Section 24. CONFLICTS WITH CREDIT AGREEMENT............................... 26


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[MORTGAGE] [DEED OF TRUST], ASSIGNMENT OF LEASES, RENTS, AND
REVENUES AND FIXTURE FILING


THIS [MORTGAGE] [DEED OF TRUST], ASSIGNMENT OF LEASES, RENTS, AND REVENUES AND FIXTURE FILING (this "Mortgage") is dated as of the __ day of
-------- ___________, 2001 and is made by [Federal-Mogul Corporation, a Michigan corporation] "Grantor"), in consideration of the premises and covenants
------- hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to [_____________], a [____________] ("Trustee") for the benefit of Wilmington Trust Company, a
------- Delaware banking corporation, not individually but solely as trustee ( herein referred to as "Beneficiary") under the Trust Agreement dated as of December 29,
----------- 2000 (as amended, supplemented and otherwise modified from time to time, the


"New Trust Agreement"), among Grantor, the Subsidiaries (as defined in the ------------------- Credit Agreement) of Grantor a party thereto and Beneficiary.


W I T N E S S E T H:/1/
-------------------


WHEREAS, the Grantor was a party to the Third Amended and Restated Credit Agreement, dated as of February 24, 1999 (as amended, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"), among
------------------------- the Grantor, each Foreign Subsidiary Borrower (as defined in the Existing Credit Agreement) party thereto, the banks and other financial institutions from time to time party thereto as lenders (the "Lenders") and The Chase Manhattan Bank,
------- as Administrative Agent;


WHEREAS, pursuant to the Fourth Amended and Restated Credit Agreement, dated as of December 29, 2000 (as amended, modified, supplemented, extended or renewed from time to time, including pursuant to any amendment and restatement thereof, the "Credit Agreement"), among the Grantor, each Foreign Subsidiary
---------------- Borrower (as defined in the Credit Agreement) party thereto, the Lenders parties thereto and The Chase Manhattan Bank, as Administrative Agent, the Existing Credit Agreement was amended and restated in its entirety, and the Lenders have agreed to make further extensions of credit to the Borrowers (as defined in the Credit Agreement) thereunder, including, without limitation, Grantor;


WHEREAS, pursuant to the Credit Agreement, Grantor is required to execute and deliver this Mortgage to the Beneficiary, for the benefit of the Secured Parties (as hereinafter defined);


WHEREAS, pursuant to the terms of the Credit Agreement, the First Priority Secured Obligations [the Other Secured Obligations](as defined in the Security Agreement) of Grantor shall be secured by, among other things, a lien upon and perfected security interest in all estate, right, title and interest of the Grantor in and to the Mortgaged Property (as defined below) pursuant to the terms hereof; and


__________________________ /1/ Note: Mortgage form, including the preamble and the granting clauses, will
be modified for execution by the Domestic Subsidiaries.


WHEREAS, Grantor is, or in the case of Mortgaged Property hereafter acquired will be, the [fee] [leasehold] owner of the Mortgaged Property (as hereinafter defined);


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor agrees that to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of Grantor with respect to the First Priority Secured Obligations [Other Secured Obligations] which may arise under the Credit Agreement and any other Loan Document or Surety Bond Document to which Grantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise to the extent contemplated by the Credit Agreement or any other Loan Document or Surety Bond Document to which Grantor is a party (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by Grantor pursuant to the terms of the Credit Agreement or any other Loan Document to which Grantor is a party) and in each case relating to the First Priority Secured Obligations [the Other Secured Obligations] (the "Secured
------- Obligations"; provided that, to the extent the Mortgaged Property constitutes - - ----------- -------- Restricted Collateral (as defined in the Security Agreement), the "Secured
------- Obligations" shall include only Restricted Collateral Secured Obligations (as - - ----------- defined in the Security Agreement));


GRANTOR, UPON THE TERMS AND CONDITIONS SET FORTH HEREIN, HEREBY IRREVOCABLY GRANTS, BARGAINS, SELLS, PLEDGES, CONVEYS, TRANSFERS, MORTGAGES AND ASSIGNS unto Trustee, for the benefit of Beneficiary, its successors and assigns, with power of sale, and grants a security interest to Beneficiary in, all of the following property (such property being referred to collectively herein as the "Mortgaged Property"):
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(a) all estate, right, title and interest of Grantor, now owned or
hereafter acquired, in and to those certain tracts or parcels of
land as described in Exhibit A hereto, together with all rights
---------
of way or use, sidewalks, alleys, strips, gores, rights
(including rights in streets (including those vacated or to be
vacated), privileges, air rights and development rights, sewer
rights, waters, water courses, water rights and powers,
servitudes, estates, licenses, easements, tenements,
hereditaments and appurtenances incident, belonging or
pertaining to such land, including any mineral, mining, oil and
gas rights and rights to produce or share in the production of
anything related thereto and similar or comparable rights of any
nature whatsoever now or hereafter appurtenant thereto)
(collectively, the "Land"), and all estate, right, title and
----
interest of Grantor in the buildings, structures, fixtures and
improvements now or hereafter located or erected thereon (which
buildings and improvements, together with any additions thereto
or alterations or replacements thereof, being referred to herein
as the "Improvements");
------------


(b) all right, title and interest of Grantor in and to all
machinery, apparatus, equipment, materials, fittings, fixtures,
chattels, and all other real property, and all appurtenances and
additions thereto and betterments, renewals, substitutions and
replacements thereof, now or hereafter owned by Grantor or in
which Grantor has or shall acquire an interest (to the extent of
such interest), and now or hereafter


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located on, attached to or contained in or used in connection with the
Land or the Improvements, or placed on any part thereof though not
attached thereto, including all indoor and outdoor furniture,
landscaping, indoor plants, tools, screens, awnings, shades, blinds,
curtains, draperies, partitions, carpets, rugs, furniture and
furnishings, heating, lighting, plumbing, water heating, cooking,
monitoring, ventilating, air conditioning, refrigerating, sanitation,
waste removal, incinerating or compacting plants, systems, fixtures
and equipment, elevators, escalators, stoves, ranges, vacuum systems,
window washing and other cleaning systems, call systems, sprinkler
systems and other fire prevention and extinguishing apparatus and
materials, alarms, telecommunications, entertainment, recreational or
security systems and equipment, motors, machinery, pipes, ducts,
conduits, dynamos, engines, compressors, generators, boilers, stokers,
furnaces, pumps, tanks, and appliances, in each case to the extent a
lien is perfected thereon by a fixture filing (collectively,
"Equipment");
---------


(c) all right, title and interest of Grantor in and to all real estate tax
refunds and credits and all awards or payments, including interest on
any of them, and any right to receive the same which Grantor may have,
which may be made with respect to any of the Premises (as hereinafter
defined) whether from a condemnation thereof or for any other injury
to, decrease in the value of, or other occurrence affecting any of the
Premises, subject, in each case, to the rights of Tenants (as
hereinafter defined) under Leases (as hereinafter defined) or parties
under Operating Agreements to the extent such Leases or Operating
Agreements are not subordinate to the terms of this Mortgage;


(d) all estate, right, title and interest of Grantor in and to all Leases,
Operating Agreements and other agreements for, affecting or related to
the use and occupancy of the Premises, now or hereafter entered into
(including any use or occupancy arrangements created pursuant to
Section 365(d) of Title 11 of the United States Code (the "Bankruptcy
----------
Code") or otherwise in connection with the commencement or continuance
----
of any bankruptcy, reorganization, arrangement, insolvency,
dissolution, receivership or similar proceedings, or any assignment
for the benefit of creditors, in respect of any Tenant or occupant of
any portion of the Mortgaged Property and all extensions, amendments
and modifications thereto heretofore or hereafter entered into), and
all rents, incomes, issues, royalties, revenues and profits derived by
Grantor from the Premises and, subject to the terms and conditions of
the Credit Agreement, the right to apply such rents, incomes, issues,
royalties, revenues and profits to the obligations secured by this
Mortgage, together with the security deposits or other payments or
instruments delivered as security under such Leases, Operating
Agreements and agreements (the grant of such security deposits and
other security being subject to application in accordance with the
express requirements of such Leases, Operating Agreements and any
other agreements applicable thereto); and


(e) any of the foregoing to the extent acquired from and after the date
hereof;


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TO HAVE AND TO HOLD the above granted and described property, unto and to the proper use and benefit of Beneficiary, its successors and assigns, forever, upon the terms and conditions set forth herein.


To protect the security of this Mortgage, Grantor covenants and agrees with and represents and warrants to Beneficiary as follows:


Section 1. DEFINITIONS


1.1 Definitions.
-----------


Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. As used in this Mortgage the following terms have the following respective meanings:


"Bankruptcy Code" shall have the meaning stated in the introduction
---------------
hereof.
"Casualty" shall mean a fire, explosion, flood, collapse or other
--------
casualty affecting any part of the Premises.


"Condemnation" shall mean a taking or voluntary conveyance during the
------------
term hereof of all or any part of the Premises or any interest therein or
any right accruing thereto or use thereof, as a result of, or in settlement
of, any condemnation or other eminent domain proceeding by any Governmental
Authority, whether or not the same have been actually commenced.


"Default Rate" shall mean, if a default has occurred with respect to
------------
only one Tranche of Loans, the interest rate applicable to Base Rate Loans
of such Tranche, plus 2% and in all other cases, the interest rate
applicable to Base Rate Loans that are Tranche C Term Loans as provided for
in the Credit Agreement, plus 2%.


"Equipment" shall have the meaning stated in the introduction hereof.
---------


"Grantor" shall mean [Federal-Mogul Corporation]for the period during
-------
which the same shall own the Mortgaged Property, and following any
conveyance of the Mortgaged Property which is permitted by the terms of
this Mortgage, shall mean the transferee for the period during which each
transferee shall own the Mortgaged Property.


"Grantor's Contest Right" shall mean Grantor's right to contest
-----------------------
certain matters pursuant to the Credit Agreement, subject to all of the
terms and conditions set forth in the Credit Agreement.


["Ground Lease" incorporate details of Ground Lease as applicable.]
------------
"Improvements" shall have the meaning stated in the introduction
------------
hereof.
"Land" shall have the meaning stated in the introduction hereof.
----


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"Leases" shall mean any lease, sublease, sub-sublease, license,
------
letting, concession, occupancy agreement or other agreement (whether
written or oral and whether now or hereafter in effect) pursuant to which
any person is granted a possessory interest in, or right to use or occupy
all or any portion of any space in any Mortgaged Property, and every
modification, amendment or other agreement relating to such lease,
sublease, sub-sublease, or other agreement entered into, in accordance with
the terms of the Loan Documents, in connection with such lease, sublease,
sub-sublease, or other agreements and all agreements related thereto, and
every guarantee of the performance and observance of the covenants,
conditions and agreements to be performed and observed by the other party
thereto.


"Mortgage" shall mean this [Mortgage] [Deed of Trust], Assignment of
--------
Leases, Rents and Revenues and Fixture Filing, as amended, supplemented,
restated or otherwise modified from time to time pursuant to the provisions
hereof.


"Mortgaged Property" shall have the meaning stated in the introduction
------------------
hereof.


"Operating Agreements" shall mean all reciprocal easements and/or
--------------------
operating agreements, covenants, conditions and restrictions and similar
agreements affecting the Mortgaged Property and binding upon Grantor,
and/or any Affiliate or Subsidiary and/or any other third party.


"Other Charges": all ground rents, maintenance charges, impositions
-------------
other than Taxes, and any other charges, including vault charges and
license fees for the use of vaults and similar areas adjoining the
Premises, now or hereafter levied or assessed or imposed against the
Premises or any part thereof.


"Other Mortgaged Property": property constituting Mortgaged Property
------------------------ under (and as defined in) any Other Mortgage.


"Other Mortgages" shall mean those other mortgages and deeds of trust
---------------
made by Grantor, or an Affiliate or Subsidiary of Grantor, in favor of
Beneficiary pursuant to the terms of the Credit Agreement, a Domestic
Subsidiary Guarantee, or any other Loan Document, as amended, supplemented,
restated or otherwise modified from time to time pursuant to the provisions
thereof.


"Permitted Lien" any Lien permitted pursuant to Section 11.4 of the
--------------
Credit Agreement.


"Premises" shall mean the Land, Improvements and Equipment and all
--------
accessions and additions thereto which constitute a part of the Land,
Improvements and/or Equipment.


"Proceeds" shall mean amounts, awards or payments payable to
--------
Beneficiary, Administrative Agent, Grantor, or any Affiliate or Subsidiary
of Grantor in respect to all or any part of the Premises in connection with
a casualty or condemnation thereof (after the deduction therefrom and
payment to such Beneficiary, Administrative Agent, Grantor, or any
Affiliate or Subsidiary of Grantor of any and all reasonable expenses


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incurred by such entity in the recovery thereof, including all attorneys'
fees and disbursements, the fees of insurance experts and adjusters and the
costs incurred in any litigation or arbitration with respect to such
casualty or condemnation).


"Secured Obligations" shall have the meaning stated in the
-------------------
introduction hereof.


"Secured Parties" shall mean (i) the Surety Parties (as defined in the
---------------
Security Agreement), (ii) the Lenders (including Lender Affiliates, to the
extent such Lender Affiliates hold Secured Obligations) and the
Administrative Agent and (iii) the Beneficiary.


"Taxes": all real estate and personal property taxes, assessments,
-----
fees, taxes on rents or rentals, water rates or sewer rents, and other
governmental charges now or hereafter levied or assessed or imposed against
the Grantor or any Mortgaged Property or rents therefrom


"Tenant": any Person liable by contract or otherwise to pay monies
------
(including a percentage of gross income, revenue or profits) pursuant to a
Lease.


1.2 Other Definitional Provisions. The words ...