Mortgage

Exhibit 10.9

MORTGAGE


THIS DOCUMENT SECURES FUTURE ADVANCES AND IS INTENDED

TO BE A FUTURE ADVANCE MORTGAGE, AS BOTH OF

THOSE PHRASES ARE DEFINED IN 1990 MICH. PUB. ACTS 348, AS AMENDED.

THIS DOCUMENT COVERS FIXTURES AND IS INTENDED

FOR FILING WITH THE OAKLAND COUNTY, MICHIGAN

REGISTER OF DEEDS


THIS MORTGAGE (this " Mortgage" ) is made as of , 2007, by Wheel to Wheel, LLC, an Indiana limited liability company (" Borrower" ), having its principal offices at 570 Executive Drive, Troy, Michigan 48083, in favor of WB QT, LLC, a Delaware limited liability company, as Agent for the Lenders (collectively, " Lender" ), having its principal offices at Suite 300, 3033 Excelsior Boulevard, Minneapolis, Minnesota 55416.

RECITALS

A. Lender has lent, or agreed to lend, to Borrower the principal sum of thirty million, six hundred thirty-seven thousand, five hundred dollars and no one hundredths, ($30,637,500.00) (the " Loan" ), to be repaid with interest thereon, as evidenced by those certain Revolving Credit Notes and Term Notes (collectively, the " Note" ), a Credit Agreement between Borrower and Lender of even date herewith (the " Credit Agreement" ). The Note, the Credit Agreement and any other Loan Document (as defined in the Credit Agreement) are each dated the same date as this Mortgage, are hereby incorporated by reference, and, together with this Mortgage, are sometimes collectively referred to as the " Loan Documents" .

B. The Obligations secured by this Mortgage (the " Obligations" ) are as follows:

(i) the principal amount of $30,637,500.00 or so much thereof as may be advanced by Lender under the Note and pursuant to the Credit Agreement; plus

(ii) interest on the amount advanced and unrepaid, at the interest rate or rates provided in the Note; plus

(iii) all other amounts payable by Borrower and all other agreements of Borrower under the Loan Documents as the same now exist or may hereafter be amended.

C. The Obligations shall mature on or before January , 2010 (the " Maturity Date" ).

NOW, THEREFORE, Borrower, in consideration of Lender making the Loan, and to secure the Loan and payment and performance of the Obligations, hereby grants, bargains, sells, conveys, mortgages and warrants to Lender, its successors and assigns, forever, with power of sale, and grants to Lender, its successors and assigns, a security interest in, the following, all of which is called the " Mortgaged Property" :

A. LAND AND IMPROVEMENTS The land described in Exhibit A attached hereto and all mineral rights, hereditaments, easements and appurtenances thereto (collectively the " Land" ), and all improvements and structures thereon (the " Improvements" ); and

B. FIXTURES AND PERSONAL PROPERTY

All fixtures (the " Fixtures" ), and all machinery, equipment and personal property (collectively the " Personal Property" ) now or hereafter located on, in or under the Land and the Improvements, or usable in connection with the Land or the Improvements, and which are owned by Borrower or in which Borrower has an interest, including any construction and building materials stored on and to be included in the Improvements, and also including those specific items, if any, described in Exhibit B attached hereto, plus any repairs, replacements and betterments to any of the foregoing and the proceeds and products thereof; and

C. LEASES AND RENTS

All rights of Borrower with respect to tenants or occupants now or hereafter occupying any part of the Land or the Improvements, if any, including all leases and licenses and rights in connection therewith, whether oral or written (collectively the " Leases" ), and, subject and pursuant to Act 210 of the Public Acts of Michigan of 1953, as amended, and Act 228 of the Public Acts of Michigan, as amended, as applicable, all rents, income, both from services and occupation, royalties, revenues and payments, including prepayments and security deposits, payments for the rental or sale or use of rooms, for goods sold or leased, for food or beverage sold on or from the Land and the Improvements, for any entertainment offered on the Land and the Improvements, for services rendered, whether or not yet earned by performance, for the


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rental, sale or use of any equipment, from vending machines, and all payments from any consumer credit/charge card organization, whether or not now existing or owned or hereinafter credited or owed (collectively the " Rents" ), which are now or hereafter due or to be paid in connection with the Land, the Improvements, the Fixtures or the Personal Property; and D. GENERAL INTANGIBLES

All general intangibles of Borrower which relate to any of the Land, the Improvements, the Fixtures, the Personal Property, the Leases or the Rents, including proceeds of insurance and condemnation or conveyance of the Land and the Improvements, accounts, trade names, contract rights, accounts receivable, bank accounts and all rights of Borrower to any splits or divisions of land permitted with respect to the Land; and

E. AFTER ACQUIRED PROPERTY AND PROCEEDS

All after acquired property similar to the property herein described and conveyed which may be subsequently acquired by Borrower and used in connection with the Land, the Improvements, the Fixtures, the Personal Property and other property; and all cash and non-cash proceeds and products of all of the foregoing property.

TO HAVE AND TO HOLD the same, and all estate therein, together with all the rights, privileges and appurtenances thereunto belonging, to the use and benefit of Lender, its successors and assigns, forever.

PROVIDED NEVERTHELESS, should Borrower pay and perform all the Obligations, then these presents will be of no further force and effect, and this Mortgage shall be satisfied by Lender, at the expense of Borrower.

BORROWER FURTHER agrees as follows:

ARTICLE I AGREEMENTS

Section 1.1 Performance of Obligations; Incorporation by Reference . Borrower shall pay and perform the Obligations. Time is of the essence hereof. All of the covenants, obligations, agreements, warranties and representations of Borrower contained in the Credit Agreement and the other Loan Documents (which include, without limitation, covenants, obligations, agreements, warranties and representations with respect to the maintenance and repair of the Mortgaged Property, compliance with laws and regulations, including environmental laws and regulations, pertaining to the Mortgaged Property, payment of taxes and assessments levied against the Mortgaged Property, payment of utilities and services supplied to the Mortgaged Property, procuring of insurance with respect to the Mortgaged Property and payment of insurance premiums therefor, leasing of the Mortgaged Property, and the use and application of insurance and condemnation proceeds), and all of the terms and provisions thereof, are hereby incorporated herein and made a part hereof by reference as if fully set forth herein.


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Section 1.2 Further Assurances . If Lender requests, Borrower shall sign and deliver and cause to be recorded as Lender shall direct any further mortgages, instruments of further assurance, certificates and other documents as Lender reasonably may consider necessary or desirable in order to perfect, continue and preserve the Obligations and Lender' s rights, title, estate, liens and interests under the Loan Documents. Borrower further agrees to pay to Lender, upon demand, all costs and expenses incurred by Lender in connection with the preparation, execution, recording, filing and refiling of any such documents, including attorneys' fees and title insurance costs.

Section 1.3 Sale, Transfer, Encumbrance . If Borrower sells, conveys, transfers or otherwise disposes of, or encumbers, any part of its interest in the Mortgaged Property, whether voluntarily, involuntarily or by operation of law, unless allowed pursuant to Section 6.5 of the Credit Agreement, it will be a default hereunder.

ARTICLE II REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties:

Section 2.1 Ownership, Liens, Compliance with Laws . Borrower owns the Mortgaged Property free from all liens and encumbrances except those listed on Exhibit A attached hereto or the Permitted Liens as defined in the Credit Agreement (the " Permitted Encumbrances" ). All applicable zoning, environmental, land use, subdivision, building, fire, safety and health laws, statutes, ordinances, codes and regulations affecting the Mortgaged Property permit the current use and occupancy thereof, and Borrower has obtained all consents, permits and licenses required for such use.

Section 2.2 Use . The Mortgaged Property is not homestead property nor is it agricultural property or in agricultural use.

ARTICLE III

DEFAULTS AND REMEDIES

Section 3.1 Events of Default . An Event of Default, as defined in the Credit Agreement, shall constitute an Event of Default hereunder.

Section 3.2 Remedies . Upon the occurrence of an Event of Default described in Section 7.1 of the Credit Agreement, all of the Obligations shall be accelerated and become immediately due and payable without notice or declaration to Borrower. Upon the occurrence of one or more other Events of Default, all of the Obligations, at the option of Lender, shall be accelerated and become immediately due and payable upon notice to Borrower. In either event, the Obligations shall be due and payable without presentment, demand or further notice of any kind. Lender shall have the right to proceed to protect and enforce its rights by one or more of the following remedies: (A) LENDER SHALL HAVE THE RIGHT TO BRING SUIT either for damages, for specific performance of any agreement contained in any Loan Document, or for the enforcement of any other appropriate legal or equitable remedy.


-4- (B) LENDER SHALL HAVE THE RIGHT TO IMMEDIATELY COMMENCE FORECLOSURE PROCEEDINGS AGAINST THE MORTGAGED PROPERTY PURSUANT TO THE APPLICABLE LAWS, Borrower to remain liable for any deficiency. Said sale may be as one tract or otherwise, at the sole option of Lender. In the event of any sale of the Mortgaged Property pursuant to any judgment or decree of any court or at public auction or venue or otherwise in connection with the enforcement of any of the terms of this Mortgage, Lender, its successors or assigns, may become the purchaser, and for the purpose of making settlement for or payment of the purchase price, shall be entitled to deliver over and use the Note and any claims for interest accrued and unpaid thereon, together with all other sums, with interest, advanced or secured hereby and unpaid hereunder, in order that there may be credited as paid on the purchase price the total amount of the Obligations then due, including principal and interest on the Note and all other sums, with interest, advanced or secured hereby and unpaid hereunder or under any of the other Loan Documents. The commencement by Lender of foreclosure proceedings by advertisement or in equity shall be deemed an exercise by Lender of its option set forth in Section 3.2(A) to accelerate the due date of all sums secured hereby. Borrower hereby grants power to Lender, in the event of the occurrence of an Event of Default hereunder, to grant, bargain, sell, release and convey the Mortgaged Property at public auction or vendue, and upon such sale to execute and deliver to the purchaser(s) instruments of conveyance pursuant to the terms hereof and to the applicable laws. Borrower acknowledges that the foregoing sentence confers a power of sale upon Lender, and that upon an Event of Default this Mortgage may be foreclosed by advertisement as described below and in the applicable Michigan statutes. Borrower understands that upon an Event of Default, Lender is hereby authorized and empowered to sell the Mortgaged Property, or cause the same to be sold and to convey the same to the purchaser in any lawful manner, including but not limited to that provided by Chapter 32 of the Revised Judicature Act of Michigan, entitled " Foreclosure of Mortgage by Advertisement" , which permits Lender to sell the Mortgaged Property without affording Borrower a hearing, or giving Borrower actual personal notice. The only notice required under such Chapter 32 is to publish notice in a local newspaper and to post a copy of the notice on the Mortgaged Property.

WAIVER : By conferring this power of sale upon Lender, Borrower, for itself, its successors and assigns, after an opportunity for consultation with its legal counsel, hereby voluntarily, knowingly and intelligently waives all rights under the Constitution and Laws of the United States and under the Constitution and Laws of the State of Michigan, both to a hearing on the right to exercise and the exercise of the power of sale, and


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to notice except as required by the Michigan statute which provides for Foreclosure of Mortgages by Advertisement. However, Borrower reserves the right to timely contest the exercise of the power of sale by instituting suit against Lender in the circuit court of the county in which the Mortgaged Property is located or any other court of competent jurisdiction. In the event of any sale of the Mortgaged Property by foreclosure, through suit in equity, by publication or otherwise, the proceeds of any such sale shall be applied in the following order of priority: (1) to all expenses incurred for the collection of Borrower' s indebtedness and the foreclosure of this Mortgage, including reasonable attorneys' fees as are permitted by law; (2) to all sums expended or incurred by Lender directly or indirectly in carrying out the covenants and agreements of Bor ...