DEED
      OF
      TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING

     

    This
      Instrument Prepared By and When Recorded and Return to:

    


    Winston
      & Strawn LLP

    200
      Park
      Avenue

    New
      York,
      New York 10166

    Attn:
      Corey A. Tessler, Esq.

    Oakview
      Plaza

    Loan
      No.
      502858289

     

    LVP
      OAKVIEW STRIP CENTER LLC,

    as
      Trustor

     

    to

     

    ROBERT
      M. GONDERINGER, a member of

    the
      Nebraska State Bar Association,

    as
      Trustee

     

    For
      the benefit of


     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

    as
      Beneficiary

    


    County:
      Douglas

    State:
      Nebraska

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      DEED
      OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (this
      “Security
      Instrument”)
      dated
      as of December 20, 2006, by
      LVP
      OAKVIEW STRIP CENTER LLC, a Delaware limited liability company, as
      trustor
      (hereinafter, “Borrower”),
      having its chief executive offices c/o The Lightstone Group, 326 Third Street,
      Lakewood, New Jersey 08701, ”),
      to
      Robert
      M. Gonderinger, a member of the Nebraska State Bar Association, as Trustee
      (“Trustee”),
      whose
      address is 2120 South 72nd
      Street,
      Suite 1200, Omaha, Nebraska 68124, for the benefit of
      WACHOVIA
      BANK, NATIONAL ASSOCIATION, a national banking association, as beneficiary
      (“Lender”),
      whose
      address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC
      1075, Charlotte, North Carolina 28262.

     

    WITNESSETH:

     

    WHEREAS,
      Lender has authorized a loan (hereinafter referred to as the “Loan”)
      to
      Borrower in the maximum principal sum of TWENTY-SEVEN MILLION FIVE HUNDRED
      THOUSAND AND 00/100
      DOLLARS ($27,500,000.00)
      (hereinafter referred to as the “Loan
      Amount”),
      which
      Loan is evidenced by that certain promissory note, dated the date hereof
      (together with any supplements, amendments, modifications or extensions thereof,
      hereinafter referred to as the “Note”)
      given
      by Borrower, as maker, to Lender, as payee;

     

    WHEREAS,
      in consideration of the Loan, the Borrower has agreed to make payments in
      amounts sufficient to pay and redeem, and provide for the payment and redemption
      of the principal of, premium, if any, and interest on the Note when
      due;

     

    WHEREAS,
      Borrower desires by this Security Instrument to provide for, among other things,
      the issuance of the Note and for the deposit, deed and pledge by Borrower with,
      and the creation of a security interest in favor of, Lender, as security for
      Borrower’s obligations to Lender from time to time pursuant to the Note and the
      other Loan Documents, but specifically excluding the Guaranty (as hereinafter
      defined); and

     

    WHEREAS,
      Borrower and Lender intend these recitals to be a material part of this Security
      Instrument.

     

    WHEREAS,
      all things necessary to make this Security Instrument the valid and legally
      binding obligation of Borrower in accordance with its terms, for the uses and
      purposes herein set forth, have been done and performed. 

     

    NOW
      THEREFORE, to secure the payment of the principal of, prepayment premium (if
      any) and interest on the Note and all other obligations, liabilities or sums
      due
      or to become due under, or advanced in accordance herewith to protect the
      security of, this Security Instrument, the Note or any other Loan Document,
      including, without limitation, interest on said obligations, liabilities or
      sums
      (said principal, premium, interest and other sums being hereinafter referred
      to
      as the “Debt”)
      (provided, however upon
      request of Borrower, Lender, at Lender's option, prior to full reconveyance
      of
      the Property by Trustee to Borrower, may make future advances to Borrower.
      Such
      future advances, with interest thereon, shall be secured by this Security
      Instrument. At no time shall the principal amount of the indebtedness secured
      by
      this Security Instrument, not including sums advanced to protect the security,
      exceed the total sum of $27,075,000.00.
      Advances of disbursements made by Lender to protect the security, under the
      terms hereof, while discretionary, shall not be deemed to be optional
      advances),
      and the
      performance of all other covenants, obligations and liabilities of the Borrower
      pursuant to the Loan Documents but specifically excluding the Guaranty, and
      any
      and all other indebtedness now owing or which may hereafter be owing by Borrower
      to Lender, now existing or hereafter coming into existence, however and whenever
      incurred or evidenced, whether express or implied, direct or indirect, absolute
      or contingent, or due or to become due, and all renewals, modifications,
      consolidations, replacements and extensions thereof, Borrower has executed
      and
      delivered this Security Instrument; and Borrower has irrevocably granted, and
      by
      these presents and by the execution and delivery hereof does hereby irrevocably
      grant, bargain, sell, alien, demise, release, convey, assign, transfer, deed,
      hypothecate, pledge, set over, warrant, mortgage, forever in trust WITH POWER
      OF
      SALE, all right, title and interest of Borrower in and to all of the following
      property, rights, interests and estates, whether now owned or hereafter
      acquired, together with the rights, privileges and appurtenances thereto
      belonging:

     

    (a) the
      plot(s), piece(s) or parcel(s) of real property described in Exhibit
      A attached
      hereto and made a part hereof (individually and collectively, hereinafter
      referred to as the “Premises”);

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (b) (i)
      all
      buildings, foundations, structures, fixtures, additions, enlargements,
      extensions, modifications, repairs, replacements and improvements of every
      kind
      or nature now or hereafter located on the Premises (hereinafter collectively
      referred to as the “Improvements”);
      and
      (ii) to the extent permitted by law, the name or names, if any, as may now
      or hereafter be used for each Improvement, and the goodwill associated
      therewith;

     

    (c) all
      easements, servitudes, rights-of-way, strips and gores of land, streets, ways,
      alleys, passages, sewer rights, water, water courses, water rights and powers,
      ditches, ditch rights, reservoirs and reservoir rights, air rights and
      development rights, lateral support, drainage, gas, oil and mineral rights,
      tenements, hereditaments and appurtenances of any nature whatsoever, in any
      way
      belonging, relating or pertaining to the Premises or the Improvements and the
      reversion and reversions, remainder and remainders, whether existing or
      hereafter acquired, and all land lying in the bed of any street, road or avenue,
      opened or proposed, in front of or adjoining the Premises to the center line
      thereof and any and all sidewalks, drives, curbs, passageways, streets, spaces
      and alleys adjacent to or used in connection with the Premises and/or
      Improvements and all the estates, rights, titles, interests, property,
      possession, claim and demand whatsoever, both in law and in equity, of Borrower
      of, in and to the Premises and Improvements and every part and parcel thereof,
      with the appurtenances thereto;

     

    (d) all
      machinery, equipment, fittings, apparatus, appliances, furniture, furnishings,
      tools, fixtures (including, but not limited to, all heating, air conditioning,
      ventilating, waste disposal, sprinkler and fire and theft protection equipment,
      plumbing, lighting, communications and elevator fixtures) and other property
      of
      every kind and nature whatsoever owned by Borrower, or in which Borrower has
      or
      shall have an interest, now or hereafter located upon, or in, and located on
      the
      Premises or the Improvements, or appurtenant thereto, and all building
      equipment, materials and supplies of any nature whatsoever owned by Borrower,
      or
      in which Borrower has or shall have an interest, now or hereafter located upon,
      or in the Premises or the Improvements or appurtenant thereto (hereinafter,
      all
      of the foregoing items described in this paragraph (d), along with all
      replacement and additional items installed as contemplated in Section 8.01(e),
      are collectively called the “Equipment”),
      all
      of which, and any replacements, modifications, alterations and additions
      thereto, to the extent permitted by applicable law, shall be deemed to
      constitute fixtures (herein, collectively, the “Fixtures”),
      and
      are part of the real estate and security for the payment of the Debt and the
      performance of Borrower’s obligations. To the extent any portion of the
      Equipment is not real property or Fixtures under applicable law, it shall be
      deemed to be personal property, and this Security Instrument shall constitute
      a
      security agreement creating a security interest therein in favor of Lender
      under
      the UCC;

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (e) all
      awards or payments, including interest thereon, which may hereafter be made
      with
      respect to the Premises, the Improvements, the Fixtures, or the Equipment,
      whether from the exercise of the right of eminent domain (including but not
      limited to any transfer made in lieu of or in anticipation of the exercise
      of
      said right), or for a change of grade, or for any other injury to or decrease
      in
      the value of the Premises, the Improvements or the Equipment or refunds with
      respect to the payment of property taxes and assessments, and all other proceeds
      of the conversion, voluntary or involuntary, of the Premises, Improvements,
      Equipment, Fixtures or any other Property or part thereof into cash or
      liquidated claims;

     

    (f) all
      leases, tenancies, licenses and other agreements affecting the use, enjoyment
      or
      occupancy of the Premises, the Improvements, the Fixtures, or the Equipment
      or
      any portion thereof now or hereafter entered into, whether before or after
      the
      filing by or against Borrower of any petition for relief under the Bankruptcy
      Code and all reciprocal easement agreements, license agreements and other
      agreements with Pad Owners (hereinafter collectively referred to as the
“Leases”),
      together with all cash or security deposits, lease termination payments, advance
      rentals and payments of similar nature and guarantees or other security held
      by,
      or issued in favor of, Borrower in connection therewith to the extent of
      Borrower’s right or interest therein and all remainders, reversions and other
      rights and estates appurtenant thereto, and all base, fixed, percentage or
      additional rents, and other rents, oil and gas or other mineral royalties,
      and
      bonuses, issues, profits and rebates and refunds or other payments made by
      any
      Governmental Authority from or relating to the Premises, the Improvements,
      the
      Fixtures or the Equipment plus all rents, common area charges and other payments
      now existing or hereafter arising, whether paid or accruing before or after
      the
      filing by or against Borrower of any petition for relief under the Bankruptcy
      Code (herein, collectively, the “Rents”)
      and
      all proceeds from the sale or other disposition of the Leases and the right
      to
      receive and apply the Rents to the payment of the Debt;

     

    (g) all
      proceeds of and any unearned premiums on any insurance policies covering the
      Premises, the Improvements, the Fixtures, the Rents or the Equipment, including,
      without limitation, the right to receive and apply the proceeds of any
      insurance, judgments, or settlements made in lieu thereof, for damage to the
      Premises, the Improvements, the Fixtures or the Equipment and all refunds or
      rebates of Impositions, and interest paid or payable with respect
      thereto;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (h) all
      deposit accounts, securities accounts, funds or other accounts maintained or
      deposited with Lender, or its assigns, in connection herewith, including,
      without limitation, the Security Deposit Account (to the extent permitted by
      law), the Central Account, the Basic Carrying Costs Sub-Account, the Basic
      Carrying Costs Escrow Account, the Debt Service Payment Sub-Account, the
      Recurring Replacement Reserve Sub-Account, the Recurring Replacement Reserve
      Escrow Account, the Reletting Reserve Sub-Account, the Reletting Reserve Escrow
      Account, the Operation and Maintenance Expense Sub-Account, the Operation and
      Maintenance Expense Escrow Account, the Curtailment Reserve Escrow Account,
      the
      Curtailment Reserve Sub-Account, and all monies and investments deposited or
      to
      be deposited in such accounts;

     

    (i) all
      accounts receivable, contract rights, franchises, interests, estate or other
      claims, both at law and in equity, now existing or hereafter arising, and
      relating to the Premises, the Improvements, the Fixtures or the Equipment,
      not
      included in Rents;

     

    (j) all
      now
      existing or hereafter arising claims against any Person with respect to any
      damage to the Premises, the Improvements, the Fixtures or the Equipment,
      including, without limitation, damage arising from any defect in or with respect
      to the design or construction of the Improvements, the Fixtures or the Equipment
      and any damage resulting therefrom;

     

    (k) all
      deposits or other security or advance payments, including rental payments now
      or
      hereafter made by or on behalf of Borrower to others, with respect to (i)
      insurance policies, (ii) utility services, (iii) cleaning, maintenance, repair
      or similar services, (iv) refuse removal or sewer service, (v) parking or
      similar services or rights and (vi) rental of Equipment, if any, relating to
      or
      otherwise used in the operation of the Premises, the Improvements, the Fixtures
      or the Equipment;

     

    (l) all
      intangible property now or hereafter relating to the Premises, the Improvements,
      the Fixtures or the Equipment or its operation, including, without limitation,
      software, letter of credit rights, trade names, trademarks (including, without
      limitation, any licenses of or agreements to license trade names or trademarks
      now or hereafter entered into by Borrower), logos, building names and
      goodwill;

     

    (m) all
      now
      existing or hereafter arising advertising material, guaranties, warranties,
      building permits, other permits, licenses, plans and specifications, shop and
      working drawings, soil tests, appraisals and other documents, materials and/or
      personal property of any kind now or hereafter existing in or relating to the
      Premises, the Improvements, the Fixtures, and the Equipment;

     

    (n) all
      now
      existing or hereafter arising drawings, designs, plans and specifications
      prepared by architects, engineers, interior designers, landscape designers
      and
      any other consultants or professionals for the design, development,
      construction, repair and/or improvement of the Property, as amended from time
      to
      time;

     

    (o) the
      right, in the name of and on behalf of Borrower, to appear in and defend any
      now
      existing or hereafter arising action or proceeding brought with respect to
      the
      Premises, the Improvements, the Fixtures or the Equipment as set forth herein
      and to commence any action or proceeding to protect the interest of Lender
      in
      the Premises, the Improvements, the Fixtures or the Equipment as set forth
      herein;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (p) all
      agreements, grants of easements and/or rights-of-way, reciprocal easement
      agreements, permits, declarations of covenants, conditions and restrictions,
      disposition and development agreements, planned unit development agreements,
      management or parking agreements, party wall agreements or other instruments
      affecting the Property and all proceeds or income received with respect thereto;
      and

     

    (q) all
      proceeds, products, substitutions and accessions (including claims and demands
      therefor) of each of the foregoing.

    

      All
        of
        the foregoing items (a) through (q), together with all of the right, title
        and
        interest of Borrower therein, are collectively referred to as the “Property”.

       

      TO
        HAVE
        AND TO HOLD the above granted and described Property unto Trustee, in trust,
        for
        the proper use and benefit of Lender and the successors and assigns of Lender
        and/or Trustee, as applicable, in fee simple, forever.

       

      PROVIDED,
        ALWAYS, and these presents are upon this express condition, if Borrower shall
        well and truly pay and discharge the Debt and perform and observe the terms,
        covenants and conditions set forth in the Loan Documents, Lender
        shall request Trustee to reconvey the Property without warranty to the persons
        legally entitled thereto at the expense of Borrower.

       

      AND
        Borrower covenants with and warrants to Lender that:

       

      ARTICLE
        I: DEFINITIONS

       

      Section
        1.01. Certain
        Definitions. 

       

      For
        all
        purposes of this Security Instrument, except as otherwise expressly provided
        or
        unless the context clearly indicates a contrary intent:

       

      (i) the
        capitalized terms defined in this Section have the meanings assigned to them
        in
        this Section, and include the plural as well as the singular;

       

      (ii) all
        accounting terms not otherwise defined herein have the meanings assigned
        to them
        in accordance with GAAP; and

       

      (iii) the
        words
“herein”, “hereof”, and “hereunder” and other words of similar import refer to
        this Security Instrument as a whole and not to any particular Section or
        other
        subdivision.

       

      “Adjusted
        Net Cash Flow”
shall
        mean on any determination date, the Pro-Forma Net Operating Income less (a)
        the
        Recurring Replacement Monthly Installment for the Property multiplied by
        twelve
        (12), (b) the Reletting Reserve Monthly Installment for the Property multiplied
        by twelve (12), and (c) Net Capital Expenditures for the Property to be incurred
        (as estimated by Lender, in its reasonable discretion) for the subsequent
        twelve
        (12) month period. The Adjusted Net Cash Flow shall be calculated by Lender
        in
        accordance with the terms of this Security Instrument. 

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      “Affiliate”
of
        any
        specified Person shall mean any other Person directly or indirectly Controlling
        or Controlled by or under direct or indirect common Control with such specified
        Person.

       

      “Annual
        Budget”
shall
        mean an annual budget submitted by Borrower to Lender in accordance with
        the
        terms of Section 2.09 hereof.

       

      “Appraisal”
shall
        mean the appraisal of the Property and all supplemental reports or updates
        thereto previously delivered to Lender in connection with the Loan.

       

      “Appraiser”
shall
        mean the Person who prepared the Appraisal.

       

      “Approved
        Annual Budget”
shall
        mean each Annual Budget approved or deemed approved by Lender in accordance
        with
        terms hereof.

       

      “Approved
        Manager Standard”
shall
        mean the standard of business operations, practices and procedures customarily
        employed by entities which possess the Minimum Manager Credentials.

       

      “Architect”
shall
        have the meaning set forth in Section 3.04(b)(i) hereof.

       

      “Assignment”
shall
        mean the Assignment of Leases and Rents and Security Deposits of even date
        herewith relating to the Property given by Borrower to Lender.

       

      “Bank”
shall
        mean the bank, trust company, savings and loan association or savings bank
        designated by Lender, in its sole and absolute discretion, in which the Central
        Account shall be located.

       

      “Bankruptcy
        Code”
shall
        mean 11 U.S.C. §101 et seq., as amended from time to time.

       

      “Basic
        Carrying Costs”
shall
        mean the sum of the following costs associated with the Property: (a) Real
        Estate Taxes and (b) insurance premiums.

       

      “Basic
        Carrying Costs Escrow Account”
shall
        mean the Escrow Account maintained pursuant to Section 5.06 hereof.


       

      “Basic
        Carrying Costs Monthly Installment”
shall
        mean Lender’s reasonable estimate of one-twelfth (1/12th) of the annual amount
        for Basic Carrying Costs. “Basic Carrying Costs Monthly Installment” shall also
        include, if required by Lender, a sum of money which, together with such
        monthly
        installments, will be sufficient to make the payment of each such Basic Carrying
        Cost at least thirty (30) days prior to the date initially due. Should such
        Basic Carrying Costs not be ascertainable at the time any monthly deposit
        is
        required to be made, the Basic Carrying Costs Monthly Installment shall be
        determined by Lender in its reasonable discretion on the basis of the aggregate
        Basic Carrying Costs for the prior Fiscal Year or month or the prior payment
        period for such cost. As soon as the Basic Carrying Costs are fixed for the
        then
        current Fiscal Year, month or period, the next ensuing Basic Carrying Costs
        Monthly Installment shall be adjusted to reflect any deficiency or surplus
        in
        prior monthly payments. If at any time during the term of the Loan Lender
        determines that there will be insufficient funds in the Basic Carrying Costs
        Escrow Account to make payments when they become due and payable, Lender
        shall
        have the right to adjust the Basic Carrying Costs Monthly Installment such
        that
        there will be sufficient funds to make such payments.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      “Basic
        Carrying Costs Sub-Account”
shall
        mean the Sub-Account of the Central Account established pursuant to Section
        5.02
        into which the Basic Carrying Costs Monthly Installments shall be
        deposited.

       

      “Borrower
        Account”
shall
        mean an Eligible Account maintained in the name of Borrower.

       

      "Budget"
        shall
        have the meaning ascribed to such term in Section 5.07 hereof.

       

      “Business
        Day”
shall
        mean any day other than (a) a Saturday or Sunday, or (b) a day on which banking
        and savings and loan institutions in the State of New York or the State of
        North
        Carolina are authorized or obligated by law or executive order to be closed,
        or
        at any time during which the Loan is an asset of a Securitization, the cities,
        states and/or commonwealths used in the comparable definition of “Business Day”
in the Securitization documents.

       

      “Capital
        Expenditures”
shall
        mean for any period, the amount expended for items capitalized under GAAP
        including expenditures for building improvements or major repairs, leasing
        commissions and tenant improvements.

       

      “Cash
        Expenses”
shall
        mean for any period, the operating expenses for the Property as set forth
        in an
        Approved Annual Budget to the extent that such expenses are actually incurred
        by
        Borrower minus payments into the Basic Carrying Costs Sub-Account, the Debt
        Service Payment Sub-Account, the Reletting Reserve Sub-Account and the Recurring
        Replacement Reserve Sub-Account.

       

      “Central
        Account”
shall
        mean an Eligible Account, maintained at the Bank, in the name of Lender or
        its
        successors or assigns (as secured party) as may be designated by
        Lender.

       

      “Closing
        Date”
shall
        mean the date of the Note.

       

      “Code”
shall
        mean the Internal Revenue Code of 1986, as amended and as it may be further
        amended from time to time, any successor statutes thereto, and applicable
        U.S.
        Department of Treasury regulations issued pursuant thereto.

       

      “Condemnation
        Proceeds”
shall
        mean all of the proceeds in respect of any Taking or purchase in lieu
        thereof.

       

      “Contractual
        Obligation”
shall
        mean, as to any Person, any provision of any security issued by such Person
        or
        of any agreement, instrument or undertaking to which such Person is a party
        or
        by which it or any of the property owned by it is bound.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      “Control”
means,
        when used with respect to any specific Person, the possession, directly or
        indirectly, of the power to direct or cause the direction of the management
        and
        policies of such Person whether through ownership of voting securities,
        beneficial interests, by contract or otherwise. The definition is to be
        construed to apply equally to variations of the word “Control” including
“Controlled,” “Controlling” or “Controlled by.” 

       

      “CPI”
shall
        mean “The Consumer Price Index (New Series) (Base Period 1982-84=100) (all items
        for all urban consumers)” issued by the Bureau of Labor Statistics of the United
        States Department of Labor (the “Bureau”).
        If
        the CPI ceases to use the 1982-84 average equaling 100 as the basis of
        calculation, or if a change is made in the term, components or number of
        items
        contained in said index, or if the index is altered, modified, converted
        or
        revised in any other way, then the index shall be adjusted to the figure
        that
        would have been arrived at had the change in the manner of computing the
        index
        in effect at the date of this Security Instrument not been altered. If at
        any
        time during the term of this Security Instrument the CPI shall no longer
        be
        published by the Bureau, then any comparable index issued by the Bureau or
        similar agency of the United States issuing similar indices shall be used
        in
        lieu of the CPI.

       

      “Current
        Month”
shall
        mean the period from the eleventh (11th)
        day of
        each month through and including the tenth (10th)
        day of
        the following month.

       

      "Curtailment
        Reserve Escrow Account"
        shall
        mean the Escrow Account maintained pursuant to Section 5.11 hereof into which
        sums shall be deposited during an O&M Operative Period.

       

      "Curtailment
        Reserve Sub-Account"
        shall
        mean the Sub-Account of the Central Account established pursuant to Section
        5.02
        hereof.

       

      “Debt”
shall
        mean the principal of, prepayment premium (if any) and interest on the Note
        and
        all other obligations, liabilities or sums due or to become due under, or
        advanced in accordance herewith to protect the security of, the Security
        Instrument, the Note or any other Loan Document, including, without limitation,
        interest on said obligations, liabilities or sums.

       

      “Debt
        Service Coverage”
shall
        mean the quotient obtained by dividing Adjusted Net Cash Flow for the Property
        for the specified period by the sum of the aggregate payments of interest
        and
        principal due for such specified period under the Note (determined as of
        the
        date the calculation of Debt Service Coverage is required or requested
        hereunder). 

       

      “Debt
        Service Payment Sub-Account”
shall
        mean the Sub-Account of the Central Account established pursuant to Section
        5.02
        hereof into which the Required Debt Service Payment shall be
        deposited.

       

      “Default”
shall
        mean any Event of Default or event which would constitute an Event of Default
        if
        all requirements in connection therewith for the giving of notice, the lapse
        of
        time, and the happening of any further condition, event or act, had been
        satisfied.

       

      "Default
        Collateral"
        shall
        have the meaning ascribed to such term in Section 18.32 hereof.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      “Default
        Rate”
shall
        mean the lesser of (a) the highest rate allowable at law and (b) five percent
        (5%) above the interest rate set forth in the Note.

       

      “Default
        Rate Interest”
shall
        mean, to the extent the Default Rate becomes applicable, interest in excess
        of
        the interest which would have accrued on (a) the Principal Amount and (b)
        any
        accrued but unpaid interest, if the Default Rate was not
        applicable.

       

      “Development
        Laws”
shall
        mean all applicable subdivision, zoning, environmental protection, wetlands
        protection, or land use laws or ordinances, and any and all applicable rules
        and
        regulations of any Governmental Authority promulgated thereunder or related
        thereto.

       

      “Eligible
        Account”
shall
        mean a segregated account which is either (a) an account or accounts maintained
        with a federal or state chartered depository institution or trust company
        the
        long term unsecured debt obligations of which are rated by each of the Rating
        Agencies (or, if not rated by Fitch, Inc. (“Fitch”),
        otherwise acceptable to Fitch, as confirmed in writing that such account
        would
        not, in and of itself, result in a downgrade, qualification or withdrawal
        of the
        then current ratings assigned to any certificates issued in connection with
        a
        Securitization) in its second highest rating category at all times (or, in
        the
        case of the Basic Carrying Costs Escrow Account, the long term unsecured
        debt
        obligations of which are rated at least “AA” (or its equivalent)) by each of the
        Rating Agencies (or, if not rated by Fitch, otherwise acceptable to Fitch,
        as
        confirmed in writing that such account would not, in and of itself, result
        in a
        downgrade, qualification or withdrawal of the then current ratings assigned
        to
        any certificates issued in connection with a Securitization) or, if the funds
        in
        such account are to be held in such account for less than thirty (30) days,
        the
        short term obligations of which are rated by each of the Rating Agencies
        (or, if
        not rated by Fitch, otherwise acceptable to Fitch, as confirmed in writing
        that
        such account would not, in and of itself, result in a downgrade, qualification
        or withdrawal of the then current ratings assigned to any certificates issued
        in
        connection with a Securitization) in its second highest rating category at
        all
        times or (b) a segregated trust account or accounts maintained with a federal
        or
        state chartered depository institution or trust company acting in its fiduciary
        capacity which, in the case of a state chartered depository institution is
        subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in
        either case a combined capital and surplus of at least $100,000,000 and subject
        to supervision or examination by federal and state authority, or otherwise
        acceptable (as evidenced by a written confirmation from each Rating Agency
        that
        such account would not, in and of itself, cause a downgrade, qualification
        or
        withdrawal of the then current ratings assigned to any certificates issued
        in
        connection with a Securitization) to each Rating Agency, which may be an
        account
        maintained by Lender or its agents. Eligible Accounts may bear interest.
        The
        title of each Eligible Account shall indicate that the funds held therein
        are
        held in trust for the uses and purposes set forth herein.

      

        “Engineer”
shall
          have the meaning set forth in Section 3.04(b)(i) hereof.

         

        “Engineering
          Report”
shall
          mean the engineering report for the Property and any supplements or updates
          thereto, previously delivered to Lender in connection with the
          Loan.

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

         

        “Environmental
          Problem”
shall
          mean any of the following:

         

        (a) the
          presence of any Hazardous Material on, in, under, or above all or any portion
          of
          the Property;

         

        (b) the
          release or threatened release of any Hazardous Material from or onto the
          Property;

         

        (c) the
          violation or threatened violation of any Environmental Statute with respect
          to
          the Property; or

         

        (d) the
          failure to obtain or to abide by the terms or conditions of any permit
          or
          approval required under any Environmental Statute with respect to the
          Property.

         

        A
          condition described above shall be an Environmental Problem regardless
          of
          whether or not any Governmental Authority has taken any action in connection
          with the condition and regardless of whether that condition was in existence
          on
          or before the date hereof.

         

        “Environmental
          Report”
shall
          mean the environmental audit report for the Property and any supplements
          or
          updates thereto, previously delivered to Lender in connection with the
          Loan.

         

        “Environmental
          Statute”
shall
          mean any federal, state or local statute, ordinance, rule or regulation,
          any
          judicial or administrative order (whether or not on consent) or judgment
          applicable to Borrower or the Property including, without limitation, any
          judgment or settlement based on common law theories, and any provisions
          or
          condition of any permit, license or other authorization binding on Borrower
          relating to (a) the protection of the environment or the health of persons
          (including employees) from actual or potential exposure (or effects of
          exposure)
          to any actual or potential release, discharge, disposal or emission (whether
          past or present) of any Hazardous Materials or (b) the manufacture, processing,
          distribution, use, treatment, storage, disposal, transport or handling
          of any
          Hazardous Materials, including, but not limited to, the Comprehensive
          Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”),
          as
          amended by the Superfund Amendments and Reauthorization Act of 1986, 42
          U.S.C.
§9601 et seq.,
          the
          Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
          Act of 1976, as amended by the Solid and Hazardous Waste Amendments of
          1984, 42
          U.S.C. §6901 et seq.,
          the
          Federal Water Pollution Control Act, as amended by the Clean Water Act
          of 1977,
          33 U.S.C. §1251 et seq.,
          the
          Toxic Substances Control Act of 1976, 15 U.S.C. §2601 et seq.,
          the
          Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §1101
et seq.,
          the
          Clean Air Act of 1966, as amended, 42 U.S.C. §7401 et seq.,
          the
          National Environmental Policy Act of 1975, 42 U.S.C. §4321, the Rivers and
          Harbors Act of 1899, 33 U.S.C. §401 et seq.,
          the
          Endangered Species Act of 1973, as amended, 16 U.S.C. §1531 et seq.,
          the
          Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §651
et seq.,
          and the
          Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §300(f) et seq.,
          and all
          rules, regulations and guidance documents promulgated or published
          thereunder.

         

        “Equipment”
shall
          have the meaning set forth in granting clause (d) of this Security
          Instrument.

         

        “ERISA”
shall
          mean the Employee Retirement Income Security Act of 1974, as amended from
          time
          to time, and the regulations promulgated thereunder. Section references
          to ERISA
          are to ERISA, as in effect at the date of this Security Instrument and,
          as of
          the relevant date, any subsequent provisions of ERISA, amendatory thereof,
          supplemental thereto or substituted therefor.

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        


        “ERISA
          Affiliate”
shall
          mean any corporation or trade or business that is a member of any group
          of
          organizations (a) described in Section 414(b) or (c) of the Code of which
          Borrower or Guarantor is a member and (b) solely for purposes of potential
          liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the
          Code
          and the lien created under Section 302(f) of ERISA and Section 412(n) of
          the
          Code, described in Section 414(m) or (o) of the Code of which Borrower
          or
          Guarantor is a member.

         

        “Escrow
          Account”
shall
          mean each of the Basic Carrying Costs Escrow Account, the Recurring Replacement
          Reserve Escrow Account, the Reletting Reserve Escrow Account, the Operation
          and
          Maintenance Expense Escrow Account and the Curtailment Reserve Escrow Account,
          each of which shall be an Eligible Account or book entry sub-account of
          an
          Eligible Account.

         

        “Event
          of Default”
shall
          have the meaning set forth in Section 13.01 hereof.

         

        “Extraordinary
          Expense”
shall
          mean an extraordinary operating expense or capital expense not set forth
          in the
          Approved Annual Budget or allotted for in the Recurring Replacement Reserve
          Sub-Account or the Reletting Reserve Sub-Account.

         

        “Fiscal
          Year”
shall
          mean the twelve (12) month period commencing on January 1 and ending on
          December
          31 during each year of the term of this Security Instrument, or such other
          fiscal year of Borrower as Borrower may select from time to time with the
          prior
          written consent of Lender.

         

        “Fixtures”
shall
          have the meaning set forth in granting clause (d) of this Security
          Instrument.

         

        “Force
          Majeure”
shall
          mean strikes, lockouts, labor disputes, acts of God, governmental restrictions,
          regulations or controls, enemy or hostile governmental actions, terrorist
          acts,
          civil commotion, insurrection, revolution, sabotage or fire or other casualty
          or
          other events beyond the reasonable control of Borrower and/or its Affiliates,
          but Borrower’s and/or its Affiliates’ lack of funds in and of itself shall not
          be deemed a cause beyond the control of Borrower and/or its
          Affiliates.

         

        “GAAP”
shall
          mean generally accepted accounting principles in the United States of America,
          as of the date of the applicable financial report, consistently
          applied.

         

        “General
          Partner”
shall
          mean, if Borrower is a partnership, each general partner of Borrower and,
          if
          Borrower is a limited liability company, each managing member of Borrower
          and in
          each case, if applicable, each general partner or member of such general
          partner
          or managing member. 

         

        “Governmental
          Authority”
shall
          mean, with respect to any Person, any federal or State government or other
          political subdivision thereof and any entity, including any regulatory
          or
          administrative authority or court, exercising executive, legislative, judicial,
          regulatory or administrative or quasi-administrative functions of or pertaining
          to government, and any arbitration board or tribunal, in each case having
          jurisdiction over such applicable Person or such Person’s property and any stock
          exchange on which shares of capital stock of such Person are listed or
          admitted
          for trading. 

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

         

        “Guarantor”
shall
          mean any Person guaranteeing, in whole or in part, the obligations of Borrower
          under the Loan Documents.

         

        “Guaranty”
shall
          mean that certain Indemnity and Guaranty executed and delivered by Lightstone
          Value Plus Real Estate Investment Trust, Inc., dated as of the date
          hereof.

         

        “Hazardous
          Material”
shall
          mean any flammable, explosive or radioactive materials, hazardous materials
          or
          wastes, hazardous or toxic substances, pollutants, asbestos or any material
          containing asbestos, molds, spores and fungus which may pose a risk to
          human
          health or the environment or any other substance or material as defined
          in or
          regulated by any Environmental Statutes.

         

        “Impositions”
shall
          mean all taxes (including, without limitation, all real estate, ad valorem,
          sales (including those imposed on lease rentals), use, single business,
          gross
          receipts, value added, intangible, transaction, privilege or license or
          similar
          taxes), assessments (including, without limitation, all assessments for
          public
          improvements or benefits, whether or not commenced or completed prior to
          the
          date hereof and whether or not commenced or completed within the term of
          this
          Security Instrument), ground rents, water, sewer or other rents and charges,
          excises, levies, fees (including, without limitation, license, permit,
          inspection, authorization and similar fees), and all other governmental
          charges,
          in each case whether general or special, ordinary or extraordinary, or
          foreseen
          or unforeseen, of every character in respect of the Property and/or any
          Rent
          (including all interest and penalties thereon), which at any time prior
          to,
          during or in respect of the term hereof may be assessed or imposed on or
          in
          respect of or be a lien upon (a) Borrower (including, without limitation,
          all
          franchise, single business or other taxes imposed on Borrower for the privilege
          of doing business in the jurisdiction in which the Property or any other
          collateral delivered or pledged to Lender in connection with the Loan is
          located) or Lender, (b) the Property or any part thereof or any Rents therefrom
          or any estate, right, title or interest therein, or (c) any occupancy,
          operation, use or possession of, or sales from, or activity conducted on,
          or in
          connection with the Property, or any part thereof, or the leasing or use
          of the
          Property, or any part thereof, or the acquisition or financing of the
          acquisition of the Property, or any part thereof, by Borrower.

         

        “Improvements”
shall
          have the meaning set forth in granting clause (b) of this Security
          Instrument.


        “Indemnified
          Parties”
shall
          have the meaning set forth in Section 12.01 hereof.

         

        “Independent”
shall
          mean, when used with respect to any Person, a Person who (a) is in fact
          independent, (b) does not have any direct financial interest or any material
          indirect financial interest in Borrower, or in any Affiliate of Borrower
          or any
          constituent partner, shareholder, member or beneficiary of Borrower, (c)
          is not
          connected with Borrower or any Affiliate of Borrower or any constituent
          partner,
          shareholder, member or beneficiary of Borrower as an officer, employee,
          promoter, underwriter, trustee, partner, director or person performing
          similar
          functions and (d) is not a member of the immediate family of a Person defined
          in
          (b) or (c) above.

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

         

        "Independent
          Director"
          shall
          have the meaning ascribed to such term in Section 2.02 hereof.

         

        “Initial
          Recurring Reserve Deposit”
shall
          equal the amount required to be deposited by Borrower into the Recurring
          Replacement Reserve Escrow Account on the Closing Date as set forth on
          Exhibit
          B.

         

        “Initial
          Reletting Reserve Deposit”
shall
          equal the amount set forth on Exhibit B attached hereto and made a part
          hereof.

         

        “Insolvency
          Opinion”
shall
          have the meaning set forth in Section 2.02(g)(xix) hereof.

         

        “Institutional
          Lender”
shall
          mean any of the following Persons: (a) any bank, savings and loan
          association, savings institution, trust company or national banking association,
          acting for its own account or in a fiduciary capacity, (b) any charitable
          foundation, (c) any insurance company or pension and/or annuity company,
          (d) any fraternal benefit society, (e) any pension, retirement or
          profit sharing trust or fund within the meaning of Title I of ERISA or for
          which any bank, trust company, national banking association or investment
          adviser registered under the Investment Advisers Act of 1940, as amended,
          is
          acting as trustee or agent, (f) any investment company or business
          development company, as defined in the Investment Company Act of 1940,
          as
          amended, (g) any small business investment company licensed under the Small
          Business Investment Act of 1958, as amended, (h) any broker or dealer
          registered under the Securities Exchange Act of 1934, as amended, or any
          investment adviser registered under the Investment Adviser Act of 1940,
          as
          amended, (i) any government, any public employees’ pension or retirement
          system, or any other government agency supervising the investment of public
          funds, or (j) any other entity all of the equity owners of which are
          Institutional Lenders; provided that each of said Persons shall have net
          assets
          in excess of $1,000,000,000 and a net worth in excess of $500,000,000,
          be in the
          business of making commercial mortgage loans, secured by properties of
          like
          type, size and value as the Property and have a long term credit rating
          which is
          not less than “BBB-” (or its equivalent) from the Rating Agency.

         

        “Insurance
          Proceeds”
shall
          mean all of the proceeds received under the insurance policies required
          to be
          maintained by Borrower pursuant to Article III hereof. 

         

        “Insurance
          Requirements”
shall
          mean all terms of any insurance policy required by this Security Instrument,
          all
          requirements of the issuer of any such policy, and all regulations and
          then
          current standards applicable to or affecting the Property or any use or
          condition thereof, which may, at any time, be recommended by the Board
          of Fire
          Underwriters, if any, having jurisdiction over the Property, or such other
          Person exercising similar functions.

         

        “Interest
          Rate”
shall
          have the meaning set forth in the Note.

         

        “Late
          Charge”
shall
          have the meaning set forth in Section 13.09 hereof.

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

         

        “Leases”
shall
          have the meaning set forth in granting clause (f) of this Security
          Instrument.

         

        “Legal
          Requirement”
shall
          mean as to any Person, the certificate of incorporation, by-laws, certificate
          of
          limited partnership, agreement of limited partnership or other organization
          or
          governing documents of such Person, and any law, statute, order, code,
          ordinance, judgment, decree, injunction, treaty, rule or regulation (including,
          without limitation, Environmental Statutes, Development Laws and Use
          Requirements) or determination of an arbitrator or a court or other Governmental
          Authority and all covenants, agreements, restrictions and encumbrances
          contained
          in any instruments, in each case applicable to or binding upon such Person
          or
          any of its property or to which such Person or any of its property is
          subject.


        “Lender”
shall
          mean the Lender named herein and its successors or assigns.

         

        “Loan”
shall
          have the meaning set forth in the Recitals hereto.

         

        “Loan
          Amount”
shall
          have the meaning set forth in the Recitals hereto.

         

        “Loan
          Documents”
shall
          mean this Security Instrument, the Note, the Guaranty, the Assignment,
          and any
          and all other agreements, instruments, certificates or documents executed
          and
          delivered by Borrower, Borrower or any Affiliate of Borrower in connection
          with
          the Loan.

         

        “Loan
          Year”
shall
          mean each 365 day period (or 366 day period if the month of February in
          a leap
          year is included) commencing on the first day of the month following the
          Closing
          Date (provided, however, that the first Loan Year shall also include the
          period
          from the Closing Date to the end of the month in which the Closing Date
          occurs).


         

        “Loss
          Proceeds”
shall
          mean, collectively, all Insurance Proceeds and all Condemnation Proceeds.
          

         

        “Major
          Space Lease”
shall
          mean any Space Lease of a tenant or Affiliate of such tenant where such
          tenant
          or such Affiliate leases, in the aggregate, five percent (5%) or more of
          177,075
          square feet.

         

        “Management
          Agreement”
shall
          have the meaning set forth in Section 7.02 hereof.

         

        “Manager”
shall
          mean Borrower and any other Person, other than Borrower, which manages
          the
          Property on behalf of Borrower.

         

        “Manager
          Certification”
shall
          have the meaning set forth in Section 2.09 hereof.

         

        "Manager
          Control Notice"
          shall
          have the meaning ascribed to such term in Section 7.02 hereof.

         

        “Material
          Adverse Effect”
shall
          mean any event or condition that has a material adverse effect on (a) the
          Property, (b) the business, profits, management, operations or condition
          (financial or otherwise) of Borrower, (c) the enforceability, validity,
          perfection or priority of the lien or security interest of any Loan Document
          or
          (d) the ability of Borrower to perform any material obligations under any
          Loan
          Document.

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

         

        “Maturity”,
          when
          used with respect to the Note, shall mean the Maturity Date set forth in
          the
          Note, as same may be extended in accordance with the Note, or such other
          date
          pursuant to the Note on which the final payment of principal, and premium,
          if
          any, on the Note becomes due and payable as therein or herein provided,
          whether
          at Stated Maturity or by declaration of acceleration, or otherwise.

         

        “Maturity
          Date”
shall
          mean the Maturity Date set forth in the Note.

         

        “Minimum
          Manager Credentials”
shall
          mean (i) the employment of a senior executive who has the responsibility
          for
          oversight of the Property and has at least seven (7) years’ experience in the
          management of outlet shopping centers and (ii) the management of not less
          than
          five (5) shopping center properties (excluding the Property) having an
          aggregate
          leasable square footage of not less than the lesser of (a) one million
          leasable
          square feet and (b) five (5) times the leasable square feet of the
          Property.

         

        “Multiemployer
          Plan”
shall
          mean a multiemployer plan defined as such in Section 3(37) of ERISA to
          which
          contributions have been, or were required to have been, made by Borrower,
          Guarantor or any ERISA Affiliate and which is covered by Title IV of
          ERISA.

         

        “Net
          Capital Expenditures”
shall
          mean for any period the amount by which Capital Expenditures during such
          period
          exceeds reimbursements for such items during such period from any fund
          established pursuant to the Loan Documents.

         

        “Net
          Operating Income”
shall
          mean in each Fiscal Year or portion thereof during the term hereof, Operating
          Income less Operating Expenses.

         

        “Net
          Proceeds”
shall
          mean the excess of (a)(i) the purchase price (at foreclosure or otherwise)
          actually received by Lender with respect to the Property as a result of
          the
          exercise by Lender of its rights, powers, privileges and other remedies
          after
          the occurrence of an Event of Default, or (ii) in the event that Lender
          (or
          Lender’s nominee) is the purchaser at foreclosure by credit bid, then the amount
          of such credit bid, in either case, over (b) all costs and expenses, including,
          without limitation, all attorneys’ fees and disbursements and any brokerage
          fees, if applicable, incurred by Lender in connection with the exercise
          of such
          remedies, including the sale of such Property after a foreclosure against
          the
          Property.

         

        “Note”
shall
          have the meaning set forth in the Recitals hereto.

         

        "O&M
          Operative Period"
          shall
          mean the period of time commencing upon the determination by Lender that
          the
          Debt Service Coverage (tested quarterly except during the continuance of
          an
          O&M Operative Period, in which event Debt Service Coverage shall be tested
          monthly and shall be calculated based upon information contained in the
          reports
          furnished to Lender pursuant to Section 2.09 hereof) is less than 1.05:1.0
          for
          the preceding fiscal quarter and terminating, in each case, on the Payment
          Date
          next succeeding the date upon which Lender has determined that the Debt
          Service
          Coverage has been 1.05:1 or greater for the immediately preceding two fiscal
          quarters.

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        

         

        “OFAC
          List”
means
          the list of specially designated nationals and blocked persons subject
          to
          financial sanctions that is maintained by the U.S. Treasury Department,
          Office
          of Foreign Assets Control and accessible through the internet website
www.treas.gov/ofac/t11sdn.pdf.

         

        “Officer’s
          Certificate”
shall
          mean a certificate delivered to Lender by Borrower which is signed on behalf
          of
          Borrower by an authorized representative of Borrower which states that
          the items
          set forth in such certificate are true, accurate and complete in all
          respects.

         

        “Operating
          Expenses”
shall
          mean, in each Fiscal Year or portion thereof during the term hereof, all
          expenses directly attributable to the operation, repair and/or maintenance
          of
          the Property including, without limitation, (a) Impositions, (b) insurance
          premiums, (c) management fees, whether or not actually paid, equal to the
          greater of the actual management fees or expenses and four percent (4%)
          of
          annual “base” or “fixed” Rent due under the Leases and (d) costs attributable to
          the operation, repair and maintenance of the systems for heating, ventilating
          and air conditioning the Improvements and actually paid for by Borrower.
          Operating Expenses shall not include interest, principal and premium, if
          any,
          due under the Note or otherwise in connection with the Debt, income taxes,
          Capital Expenditures, any non-cash charge or expense such as depreciation,
          amortization or any item of expense otherwise includable in Operating Expenses
          which is paid directly by any tenant except real estate taxes paid directly
          to
          any taxing authority by any tenant or contributions by Borrower to any
          reserve
          funds required under the Loan Documents.

         

        “Operating
          Income”
shall
          mean, in each Fiscal Year or portion thereof during the term hereof, all
          revenue
          derived by Borrower arising from the Property including, without limitation,
          rental revenues (whether denominated as basic rent, additional rent, escalation
          payments, electrical payments or otherwise) and other fees and charges
          payable
          pursuant to Leases or otherwise in connection with the Property, and the
          proceeds of business interruption, rent or other similar insurance. Operating
          Income shall not include (a) Insurance Proceeds (other than proceeds of
          rent, business interruption or other similar insurance allocable to the
          applicable period) and Condemnation Proceeds (other than Condemnation Proceeds
          arising from a temporary taking or the use and occupancy of all or part
          of the
          applicable Property allocable to the applicable period), or interest accrued
          on
          such Condemnation Proceeds, (b) proceeds of any financing, (c) proceeds
          of any
          sale, exchange or transfer of the Property or any part thereof or interest
          therein, (d) capital contributions or loans to Borrower or an Affiliate
          of
          Borrower, (e) any item of income otherwise includable in Operating Income
          but
          paid directly by any tenant to a Person other than Borrower except for
          real
          estate taxes paid directly to any taxing authority by any tenant, (f) any
          other
          extraordinary, non-recurring revenues, (g) Rent paid by or on behalf of
          any
          lessee under a Space Lease which is the subject of any proceeding or action
          relating to its bankruptcy, reorganization or other arrangement pursuant
          to the
          Bankruptcy Code or any similar federal or state law or which has been
          adjudicated a bankrupt or insolvent unless such Space Lease has been affirmed
          by
          the trustee in such proceeding or action, (h) Rent paid by or on behalf
          of any
          lessee under a Space Lease the demised premises of which are not occupied
          either
          by such lessee or by a sublessee thereof, (i) Rent paid by or on behalf
          of any
          lessee under a Space Lease in whole or partial consideration for the termination
          of any Space Lease, (j) rent paid by or on behalf of lessees under
          month-to-month Space Leases for lessees which have been in occupancy for
          less
          than six (6) months, (k) rent paid by or on behalf of any lessee under
          a Space
          Lease that is more than thirty (30) days in arrears in its obligations
          under
          such Space Lease, (l) Rents paid by or on behalf of lessees who have given
          notice that they will be vacating the premises demised under their respective
          Space Leases more than thirty (30) days prior to the stated expiration
          date set
          forth in such Space Leases, or (l) sales tax rebates from any Governmental
          Authority.

         

        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

         

        “Operation
          and Maintenance Expense Escrow Account”
shall
          mean the Escrow Account maintained pursuant to Section 5.09 hereof relating
          to
          the payment of Operating Expenses (exclusive of Basic Carrying
          Costs).


        “Operation
          and Maintenance Expense Sub-Account”
shall
          mean the Sub-Account of the Central Account established pursuant to Section
          5.02
          hereof into which sums allocated for the payment of Cash Expenses, Net
          Capital
          Expenditures and approved Extraordinary Expenses shall be
          deposited.

         

        “Pad
          Owners”
shall
          mean any owner of any fee interest in property contiguous to or surrounded
          by
          the Property who has entered into or is subject to a reciprocal easement
          agreement or other agreement or agreements with Borrower either (a) in
          connection with an existing or potential improvement on such property or
          (b)
          relating to or affecting the Property. 

         

        “Payment
          Date”
shall
          have the meaning set forth in the Note.

         

        “PBGC”
shall
          mean the Pension Benefit Guaranty Corporation established under ERISA,
          or any
          successor thereto.

         

        “Permitted
          Encumbrances”
shall
          have the meaning set forth in Section 2.05(a) hereof.

         

        “Person”
shall
          mean any individual, corporation, limited liability company, partnership,
          joint
          venture, estate, trust, unincorporated association, any federal, state,
          county
          or municipal government or any bureau, department or agency thereof and
          any
          fiduciary acting in such capacity on behalf of any of the
          foregoing.

         

        “Plan”
shall
          mean an employee benefit or other plan established or maintained by Borrower,
          Guarantor or any ERISA Affiliate during the five-year period ended prior
          to the
          date of this Security Instrument or to which Borrower, Guarantor or any
          ERISA
          Affiliate makes, is obligated to make or has, within the five year period
          ended
          prior to the date of this Security Instrument, been required to make
          contributions (whether or not covered by Title IV of ERISA or Section 302
          of
          ERISA or Section 401(a) or 412 of the Code), other than a Multiemployer
          Plan.

         

        “Premises”
shall
          have the meaning set forth in granting clause (a) of this Security
          Instrument.

         

        “Principal
          Amount”
shall
          mean the Loan Amount as such amount may be reduced from time to time pursuant
          to
          the terms of this Security Instrument, the Note or the other Loan
          Documents.

         

        “Pro-Forma
          Net Operating Income”
shall
          mean Pro-Forma Operating Income less Pro-Forma Operating Expenses.

         

        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

         

        “Pro-Forma
          Operating Expenses”
shall
          mean projected aggregate annualized Operating Expenses for the Property
          based on
          a trailing twelve (12)-month period as reasonably adjusted by Lender to
          take
          into account, among other things, anticipated increases or decreases in
          Operating Expenses. 

         

        “Pro-Forma
          Operating Income”
shall
          mean the lesser of (i) projected aggregate Operating Income for the Property
          for
          the immediately subsequent 12-month period and (ii) actual aggregate Operating
          Income for the Property for the immediately preceding 12-month period,
          as
          increased by scheduled rent increases set forth in the Space Leases and
          rent
          anticipated from tenants under Space Leases relating to any portion of
          the
          Premises which was previously not occupied provided such tenants are then
          in
          occupancy pursuant to Space Leases entered into in accordance with the
          terms of
          this Security Instrument and have paid all rents due under the Space Lease
          without abatement, suspension, deferment, diminution, reduction or other
          allowances for at least one full calendar month, in each case as determined
          by
          Lender based on the most recent rent roll and such other information as
          is
          required to be delivered by Borrower pursuant to Section 2.09 hereof and
          as
          reasonably adjusted by Lender to take into account, among other things,
          a
          vacancy factor equal to the greater of (x) anticipated vacancies for the
          succeeding 12-month period and (b) actual vacancies during the immediately
          preceding 12-month period.

         

        “Prohibited
          Person”
means
          any Person identified on the OFAC List or any other Person with whom a
          U.S.
          Person may not conduct business or transactions by prohibition of Federal
          law or
          Executive Order of the President of the United States of America. 

         

        “Property”
shall
          have the meaning set forth in the granting clauses of this Security
          Instrument.

         

        “Property
          Agreements”
shall
          mean all agreements, grants of easements and/or rights-of-way, reciprocal
          easement agreements, permits, declarations of covenants, conditions and
          restrictions, disposition and development agreements, planned unit development
          agreements, management or parking agreements, party wall agreements or
          other
          instruments affecting the Property, including, without limitation any agreements
          with Pad Owners, but not including any brokerage agreements, management
          agreements, service contracts, Space Leases or the Loan Documents.

         

        “Rating
          Agency”
shall
          mean Standard & Poor’s Ratings Services, Inc., a division of The McGraw-Hill
          Company, Inc. (“Standard
          & Poor’s”),
          Fitch, Inc., and Moody’s Investors Service, Inc. (“Moody’s”),
          collectively, and any successor to any of them; provided, however, that
          at any
          time after a Securitization, “Rating Agency” shall mean those of the foregoing
          rating agencies that from time to time rate the securities issued in connection
          with such Securitization.

         

        “Real
          Estate Taxes”
shall
          mean all real estate taxes, assessments (including, without limitation,
          all
          assessments for public improvements or benefits, whether or not commenced
          or
          completed prior to the date hereof and whether or not commenced or completed
          within the term of this Security Instrument), water, sewer or other rents
          and
          charges, and all other governmental charges, in each case whether general
          or
          special, ordinary or extraordinary, or foreseen or unforeseen, of every
          character in respect of the Property (including all interest and penalties
          thereon), which at any time prior to, during or in respect of the term
          hereof
          may be assessed or imposed on or in respect of or be a lien upon the Property
          or
          any part thereof or any estate, right, title or interest therein.

         

        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

         

        “Realty”
shall
          have the meaning set forth in Section 2.05(b) hereof.

         

        "Recourse
          Distributions
          " shall
          have the meaning ascribed to such term in Section 18.32 hereof.

         

        “Recurring
          Replacement Expenditures”
shall
          mean expenditures related to capital repairs, replacements and improvements
          performed at the Property from time to time. 

         

        “Recurring
          Replacement Monthly Installment”
shall
          mean the amount per month as set forth on Exhibit B attached hereto and
          made a
          part hereof.

         

        “Recurring
          Replacement Reserve Escrow Account”
shall
          mean the Escrow Account maintained pursuant to Section 5.08 hereof relating
          to
          the payment of Recurring Replacement Expenditures.

         

        “Recurring
          Replacement Reserve Sub-Account”
shall
          mean the Sub-Account of the Central Account established pursuant to Section
          5.02
          hereof into which the Recurring Replacement Monthly Installment shall be
          deposited.

         

        “Reletting
          Expenditures”
shall
          mean reasonable and actual out-of-pocket expenditures payable to bona-fide
          third
          parties incurred by Borrower relating to reletting of space at the Property
          and
          in connection with any brokerage commissions due and payable, or any
          improvements and replacements required to be made by Borrower (or reasonable
          and
          actual out-of-pocket expenditures paid to tenants in connection with any
          improvements and replacements made by tenants at the Property) under the
          terms
          of any Lease to prepare the relevant space for occupancy by the tenant
          thereunder.

         

        “Reletting
          Reserve Escrow Account”
shall
          mean the Escrow Account maintained pursuant to Section 5.07 hereof relating
          to
          the payment of Reletting Expenditures.

         

        “Reletting
          Reserve Monthly Installment”
shall
          mean (a) the amount set forth on Exhibit B attached hereto and made a part
          hereof plus (b) all sums received by Borrower in connection with any
          cancellation, termination or surrender of any Lease, including, without
          limitation, any surrender or cancellation fees, buy-out fees, or reimbursements
          for tenant improvements and leasing commissions.

         

        “Reletting
          Reserve Sub-Account”
shall
          mean the Sub-Account of the Central Account established pursuant to Section
          5.02
          hereof into which the Reletting Reserve Monthly Installment shall be
          deposited.

         

        “Rents”
shall
          have the meaning set forth in granting clause (f) of this Security
          Instrument.

         

        “Rent
          Account”
shall
          mean an Eligible Account, maintained at the Bank, in the joint names of
          Borrower
          and Lender or its successors or assigns (as secured party) as may be designated
          by Lender.

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

         

        “Rent
          Roll”
shall
          have the meaning set forth in Section 2.05 (o) hereof.

         

        “Required
          Debt Service Coverage”
shall
          mean a Debt Service Coverage of not less than 1.15:1.0.

         

        “Required
          Debt Service Payment”
shall
          mean, as of any Payment Date, the amount of interest and principal then
          due and
          payable pursuant to the Note, together with any other sums due thereunder,
          including, without limitation, any prepayments required to be made or for
          which
          notice has been given under this Security Instrument, Default Rate Interest
          and
          premium, if any, paid in accordance therewith.


        “Retention
          Amount”
shall
          have the meaning set forth in Section 3.04(b)(vii) hereof.

         

        “Securities
          Act”
shall
          mean the Securities Act of 1933, as the same shall be amended from time
          to
          time.

         

        “Securitization”
shall
          mean a public or private offering of securities by Lender or any of its
          Affiliates or their respective successors and assigns which are collateralized,
          in whole or in part, by this Security Instrument. 

         

        “Security
          Deposit Account”
shall
          have the meaning set forth in Section 5.01 hereof.

         

        “Security
          Instrument”
shall
          mean this Security Instrument as originally executed or as it may hereafter
          from
          time to time be supplemented, amended, modified or extended by one or more
          indentures supplemental hereto.

         

        "Servicer"
          shall
          have the meaning ascribed to such term in Section 5.04 hereof.

         

        “Single
          Purpose Entity”
shall
          mean a corporation, partnership, joint venture, limited liability company,
          trust
          or unincorporated association, which is formed or organized solely for
          the
          purpose of holding, directly, an ownership interest in the Property or
          a general
          partner interest in a Person, does not engage in any business unrelated
          to the
          Property, does not have any assets other than those related to its interest
          in
          the Property or a general partner interest in such Person, or any indebtedness,
          other than as permitted by this Security Instrument or the other Loan Documents,
          has its own separate books and records and has its own accounts, in each
          case
          which are separate and apart from the books and records and accounts of
          any
          other Person, holds itself out as being a Person separate and apart from
          any
          other Person and which otherwise satisfies the criteria of the Rating Agency,
          as
          in effect on the Closing Date, for a special-purpose bankruptcy-remote
          entity.


         

        “SNDA”
shall
          have the meaning set forth in Section 7.02 hereof.

         

        “Solvent”
shall
          mean, as to any Person, that (a) the sum of the assets of such Person,
          at a fair
          valuation, exceeds its liabilities, including contingent liabilities, (b)
          such
          Person has sufficient capital with which to conduct its business as presently
          conducted and as proposed to be conducted and (c) such Person has not incurred
          debts, and does not intend to incur debts, beyond its ability to pay such
          debts
          as they mature. For purposes of this definition, “debt”
means
          any liability on a claim, and “claim”
means
          (a) a right to payment, whether or not such right is reduced to judgment,
          liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
          undisputed, legal, equitable, secured or unsecured, or (b) a right to an
          equitable remedy for breach of performance if such breach gives rise to
          a
          payment, whether or not such right to an equitable remedy is reduced to
          judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
          secured,
          or unsecured. With respect to any such contingent liabilities, such liabilities
          shall be computed in accordance with GAAP at the amount which, in light
          of all
          the facts and circumstances existing at the time, represents the amount
          which
          can reasonably be expected to become an actual or matured
          liability.

         

        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

         

        “Space
          Leases”
shall
          mean any Lease or sublease thereunder (including, without limitation, any
          Major
          Space Lease) or any other agreement providing for the use and occupancy
          of a
          portion of the Property as the same may be amended, renewed or
          supplemented.

         

        “State”
shall
          mean any of the states which are members of the United States of
          America.

         

        “Stated
          Maturity”,
          when
          used with respect to the Note or any installment of interest and/or principal
          payment thereunder, shall mean the date specified in the Note as the fixed
          date
          on which a payment of principal and/or interest is due and payable.

         

        “Sub-Accounts”
shall
          have the meaning set forth in Section 5.02 hereof. 

         

        “Substantial
          Casualty”
shall
          have the meaning set forth in Section 3.04(a)(iv) hereof.

         

        “Sweep
          Period”
shall
          mean the period of time during which either an Event of Default or an O&M
          Operative Period shall have occurred and is continuing.

         

        “Taking”
shall
          mean a condemnation or taking pursuant to the lawful exercise of the power
          of
          eminent domain.

         

        "Termination
          Payment"
          shall
          have the meaning ascribed to such term in Section 5.07(b) hereof.

         

        “Transfer”
shall
          mean the conveyance, assignment, sale, mortgaging, encumbrance, pledging,
          hypothecation, granting of a security interest in, granting of options
          with
          respect to, or other disposition of (directly or indirectly, voluntarily
          or
          involuntarily, by operation of law or otherwise, and whether or not for
          consideration or of record) all or any portion of any legal or beneficial
          interest (a) in all or any portion of the Property; (b) if Borrower or,
          if
          Borrower is a partnership, any General Partner, is a corporation, in the
          stock
          of Borrower or any General Partner; (c) if Borrower is a limited or general
          partnership, joint venture, limited liability company, trust, nominee trust,
          tenancy in common or other unincorporated form of business association
          or form
          of ownership interest, in any Person having a legal or beneficial ownership
          in
          Borrower, excluding any legal or beneficial interest in any constituent
          limited
          partner, if Borrower is a limited partnership, or in any non-managing member,
          if
          Borrower is a limited liability company, unless such interest would, or
          together
          with all other direct or indirect interests in Borrower which were previously
          transferred, aggregate 49% or more of the partnership or membership, as
          applicable, interests in Borrower or would result in any Person who, as
          of the
          Closing Date, did not own, directly or indirectly, 49% or more of the
          partnership or membership, as applicable, interests in Borrower, owning,
          directly or indirectly, 49% or more of the partnership or membership, as
          applicable, interests in Borrower and excluding any legal or beneficial
          interest
          in any General Partner unless such interest would, or together with all
          other
          direct or indirect interest in the General Partner which were previously
          transferred, aggregate 49% or more of the partnership or membership, as
          applicable, interests in the General Partner (or result in a change in
          control
          of the management of the General Partner from the individuals exercising
          such
          control immediately prior to the conveyance or other disposition of such
          legal
          or beneficial interest) and shall also include, without limitation to the
          foregoing, the following: an installment sales agreement wherein Borrower
          agrees
          to sell the Property or any part thereof or any interest therein for a
          price to
          be paid in installments; an agreement by Borrower leasing all or substantially
          all of the Property to one or more Persons pursuant to a single or related
          transactions, or a sale, assignment or other transfer of, or the grant
          of a
          security interest in, Borrower’s right, title and interest in and to any Leases
          or any Rent; any instrument subjecting the Property to a condominium regime
          or
          transferring ownership to a cooperative corporation; and the dissolution
          or
          termination of Borrower or the merger or consolidation of Borrower with
          any
          other Person. 

         

        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        


        “Trustee”
shall
          mean the Person or Persons identified in this Security Instrument as the
          Trustee
          hereunder and its or their successors and assigns.

         

        “UCC”
shall
          mean the Uniform Commercial Code as in effect from time to time in the
          State in
          which the Property is located. 

         

        “Unscheduled
          Payments”
shall
          mean (a) all Loss Proceeds that Borrower has elected or is required to
          apply to
          the repayment of the Debt pursuant to this Security Instrument, the Note
          or any
          other Loan Documents, (b) any funds representing a voluntary or involuntary
          principal prepayment and (c) any Net Proceeds.

         

        “Use
          Requirements”
shall
          mean any and all building codes, permits, certificates of occupancy or
          compliance, laws, regulations, or ordinances (including, without limitation,
          health, pollution, fire protection, medical and day-care facilities, waste
          product and sewage disposal regulations), restrictions of record, easements,
          reciprocal easements, declarations or other agreements affecting the use
          of the
          Property or any part thereof.

         

        “Welfare
          Plan”
shall
          mean an employee welfare benefit plan as defined in Section 3(1) of ERISA
          established or maintained by Borrower, Guarantor or any ERISA Affiliate
          or that
          covers any current or former employee of Borrower, Guarantor or any ERISA
          Affiliate.

         

        “Work”
shall
          have the meaning set forth in Section 3.04(a)(i) hereof.

         

        ARTICLE
          II: REPRESENTATIONS,
          WARRANTIES

        AND
          COVENANTS OF BORROWER

         

        Section
          2.01. Payment
          of Debt.
          Borrower will pay the Debt at the time and in the manner provided in the
          Note
          and the other Loan Documents, all in lawful money of the United States
          of
          America in immediately available funds.

         

        Section
          2.02. Representations,
          Warranties and Covenants of Borrower.
          Borrower represents, warrants and covenants to Lender:

         

        (a) Organization
          and Authority.
          Borrower (i) is a limited liability company, general partnership, limited
          partnership or corporation, as the case may be, duly organized, validly
          existing
          and in good standing under the laws of the jurisdiction of its formation,
          (ii) has all requisite power and authority and all necessary licenses and
          permits to own and operate the Property and to carry on its business as
          now
          conducted and as presently proposed to be conducted and (iii) is duly qualified,
          authorized to do business and in good standing in the jurisdiction where
          the
          Property is located and in each other jurisdiction where the conduct of
          its
          business or the nature of its activities makes such qualification necessary.
          If
          Borrower is a limited liability company, limited partnership or general
          partnership, each general partner or managing member, as applicable, of
          Borrower
          which is a corporation is duly organized, validly existing, and in good
          standing
          under the laws of the jurisdiction of its incorporation.

         

        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

         

        (b) Power.
          Borrower and, if applicable, each General Partner has full power and authority
          to execute, deliver and perform, as applicable, the Loan Documents to which
          it
          is a party, to make the borrowings thereunder, to execute and deliver the
          Note
          and to grant to Lender a first lien on and security interest in the Property,
          subject only to the Permitted Encumbrances.

         

        (c) Authorization
          of Borrowing.
          The
          execution, delivery and performance of the Loan Documents to which Borrower
          and/or
          Borrower is
          a
          party, the making of the borrowings thereunder, the execution and delivery
          of
          the Note, the grant of the liens on the Property pursuant to the Loan Documents
          to which Borrower and/or Borrower is a party and the consummation of the
          Loan
          are within the powers of Borrower and/or Borrower and have been duly authorized
          by Borrower and/or Borrower and, if applicable, the General Partners, by
          all
          requisite action (and Borrower hereby represents that no approval or action
          of
          any member, limited partner or shareholder, as applicable, of Borrower
          is
          required to authorize any of the Loan Documents to which Borrower is a
          party
          other than such approval or action that has already been granted or taken)
          and
          will constitute the legal, valid and binding obligation of Borrower, enforceable
          against Borrower in accordance with their terms, except as enforcement
          may be
          stayed or limited by bankruptcy, insolvency or similar laws affecting the
          enforcement of creditors’ rights generally and by general principles of equity
          (whether considered in proceedings at law or in equity) and will not (i)
          violate
          any provision of its partnership agreement or partnership certificate or
          certificate of incorporation or by-laws, or operating agreement, or articles
          of
          organization, as applicable, or, to its knowledge, any law, judgment, order,
          rule or regulation of any court, arbitration panel or other Governmental
          Authority, domestic or foreign, or other Person affecting or binding upon
          Borrower or the Property, or (ii) violate any provision of any indenture,
          agreement, mortgage, deed of trust, contract or other instrument to which
          Borrower or, if applicable, any General Partner is a party or by which
          any of
          their respective property, assets or revenues are bound, or be in conflict
          with,
          result in an acceleration of any obligation or a breach of or constitute
          (with
          notice or lapse of time or both) a default or require any payment or prepayment
          under, any such indenture, agreement, mortgage, deed of trust, contract
          or other
          instrument, or (iii) result in the creation or imposition of any lien,
          except
          those in favor of Lender as provided in the Loan Documents to which it
          is a
          party.

         

        (d) Consent.
          Neither
          Borrower nor, if applicable, any General Partner, is required to obtain
          any
          consent, approval or authorization from, or to file any declaration or
          statement
          with, any Governmental Authority or other agency in connection with or
          as a
          condition to the execution, delivery or performance of this Security Instrument,
          the Note or the other Loan Documents which has not been so obtained or
          filed.

         

        
          
            
            

          

          
            -23-

            
              

            

          

          
            
            

          

        

         

        (e) Intentionally
          Deleted.

         

        (f) Other
          Agreements.
          Borrower is not a party to nor is otherwise bound by any agreements or
          instruments which, individually or in the aggregate, are reasonably likely
          to
          have a Material Adverse Effect. Neither Borrower nor, if applicable, any
          General
          Partner, is in violation of its organizational documents or other restriction
          or
          any agreement or instrument by which it is bound, or any judgment, decree,
          writ,
          injunction, order or award of any arbitrator, court or Governmental Authority,
          or any Legal Requirement, in each case, applicable to Borrower or the Property,
          except for such violations that would not, individually or in the aggregate,
          have a Material Adverse Effect.

         

        (g) Maintenance
          of Existence.
          Borrower and, if applicable, General Partner at all times since their formation
          have been duly formed and existing and shall preserve and keep in full
          force and
          effect their existence as a Single Purpose Entity.

         

        (ii) Borrower
          and, if applicable, General Partner, at all times since their organization
          have
          complied, and will continue to comply, with the provisions of its certificate
          and agreement of partnership or certificate of incorporation and by-laws
          or
          articles of organization and operating agreement, as applicable, and the
          laws of
          its jurisdiction of organization relating to partnerships, corporations
          or
          limited liability companies, as applicable.

         

        (iii) Borrower
          and, if applicable, General Partner have done or caused to be done and
          will do
          all things necessary to observe organizational formalities and preserve
          their
          existence and each Borrower and, if applicable, General Partner will not
          amend,
          modify or otherwise change the certificate and agreement of partnership
          or
          certificate of incorporation and by-laws or articles of organization and
          operating agreement, as applicable, or other organizational documents of
          Borrower and, if applicable, General Partner without the prior written
          consent
          of Lender. 

         

        (iv) Borrower
          and, if applicable, General Partner, have at all times accurately maintained,
          and will continue to accurately maintain, their respective financial statements,
          accounting records and other partnership, company or corporate documents
          separate from those of any other Person, and Borrower will file its own
          tax
          returns or, if Borrower and/or, if applicable, General Partner is part
          of a
          consolidated group for purposes of filing tax returns, Borrower and General
          Partner, as applicable will be shown as separate members of such group.
          Borrower
          and, if applicable, General Partner have not at any time since their formation
          commingled, and will not commingle, their respective assets with those
          of any
          other Person and will maintain their assets in such a manner such that
          it will
          not be costly or difficult to segregate, ascertain or identify their individual
          assets from those of any other Person. Borrower and, if applicable, General
          Partner will not permit any Affiliate independent access to their bank
          accounts.
          Borrower and, if applicable, General Partner have at all times since their
          formation accurately maintained and utilized, and will continue to accurately
          maintain and utilize, their own separate bank accounts, payroll and separate
          books of account, stationery, invoices and checks.

         

        
          
            
            

          

          
            -24-

            
              

            

          

          
            
            

          

        

         

        (v) Borrower
          and, if applicable, General Partner, have at all times paid, and will continue
          to pay, their own liabilities from their own separate assets and shall
          each
          allocate and charge fairly and reasonably any overhead which Borrower and,
          if
          applicable, General Partner, shares with any other Person, including, without
          limitation, for office space and services performed by any employee of
          another
          Person.

         

        (vi) Borrower
          and, if applicable, General Partner, have at all times identified themselves,
          and will continue to identify themselves, in all dealings with the public,
          under
          their own names and as separate and distinct entities and shall correct
          any
          known misunderstanding regarding their status as separate and distinct
          entities.
          Borrower and, if applicable, General Partner, have not at any time identified
          themselves, and will not identify themselves, as being a division of any
          other
          Person.

         

        (vii) Borrower
          and, if applicable, General Partner, have been at all times, and will continue
          to use commercially reasonable efforts to be, adequately capitalized in
          light of
          the nature of their respective businesses; provided, however, in no event
          shall
          any direct or indirect member, partner or principal of Borrower be required
          to
          make additional capital contributions to any Borrower.

         

        (viii) Borrower
          and, if applicable, General Partner, (A) have not owned, do not own and
          will not
          own any assets or property other than the Property and any incidental personal
          property necessary for the ownership, management or operation of the Property,
          (B) have not engaged and will not engage in any business other than the
          ownership, management and operation of the Property, (C) have not incurred
          and
          will not incur any debt, secured or unsecured, direct or contingent (including
          guaranteeing any obligation), other than (X) the Loan, and (Y) unsecured
          trade
          and operational debt which (1) is not evidenced by a note, (2) is incurred
          in
          the ordinary course of the operation of the Property, (3) does not exceed
          in the
          aggregate two percent (2%) of the Loan Amount for the Property and (4)
          which is,
          unless being contested in accordance with the terms of this Security Instrument,
          paid prior to the earlier to occur of the forty-fifth (45th) day after
          the date
          incurred and the date when due, (D) have not and will not pledge their
          assets
          for the benefit of any other Person, and (E) have not made and will not
          make any
          loans or advances to any Person (including any Affiliate).

         

        (ix) Neither
          Borrower nor, if applicable, any General Partner will change its name or
          principal place of business without giving Lender at least thirty (30)
          days
          prior written notice thereof.

         

        (x) Neither
          Borrower nor, if applicable, any General Partner have, and neither of such
          Persons will have, any subsidiaries.

         

        (xi) Borrower
          will preserve and maintain its existence as a general partnership, limited
          partnership or limited liability company, as applicable as of the Closing
          Date,
          which is organized and existing under the laws of the State in which it
          is
          organized as of the Closing Date and all material rights, privileges, tradenames
          and franchises.

         

        
          
            
            

          

          
            -25-

            
              

            

          

          
            
            

          

        

         

        (xii) Neither
          Borrower, nor, if applicable, any General Partner, will merge or consolidate
          with, or sell all or substantially all of its respective assets to any
          Person,
          or liquidate, wind up or dissolve itself (or suffer any liquidation, winding
          up
          or dissolution). Neither any Borrower, nor, if applicable, any General
          Partner
          will acquire any business or assets from, or capital stock or other ownership
          interest of, or be a party to any acquisition of, any Person.

         

        (xiii) Borrower
          and, if applicable, General Partner, have not at any time since their formation
          assumed, guaranteed or held themselves out to be responsible for, and will
          not
          assume, guarantee or hold themselves out to be responsible for the liabilities
          or the decisions or actions respecting the daily business affairs of their
          partners, shareholders or members or any predecessor company, corporation
          or
          partnership, each as applicable, any Affiliates, or any other Persons.
          Borrower
          has not at any time since its formation acquired, and will not acquire,
          obligations or securities of its partners or shareholders, members or any
          predecessor company, corporation or partnership, each as applicable, or
          any
          Affiliates. Borrower and, if applicable, General Partner, have not at any
          time
          since their formation made, and will not make, loans to its partners, members
          or
          shareholders or any predecessor company, corporation or partnership, each
          as
          applicable, or any Affiliates of any of such Persons. Borrower and, if
          applicable, General Partner, have no known contingent liabilities nor do
          they
          have any material financial liabilities under any indenture, mortgage,
          deed of
          trust, loan agreement or other agreement or instrument to which such Person
          is a
          party or by which it is otherwise bound other than under the Loan
          Documents.

         

        (xiv) Borrower
          has not at any time since its formation entered into and was not a party
          to,
          and, will not enter into or be a party to, any transaction with its Affiliates,
          members, partners or shareholders, as applicable, or any Affiliates thereof
          except in the ordinary course of business of Borrower on terms which are
          no less
          favorable to Borrower than would be obtained in a comparable arm’s length
          transaction with an unrelated third party.

         

        (xv) If
          Borrower is a limited partnership or a limited liability company, the General
          Partner shall be a corporation or limited liability company whose sole
          asset is
          its interest in Borrower and the General Partner will at all times comply,
          and
          will cause Borrower to comply, with each of the representations, warranties,
          and
          covenants contained in this Section 2.02(g) as if such representation,
          warranty
          or covenant was made directly by such General Partner.

         

        (xvi) Borrower
          shall at all times cause there to be at least two (2) duly appointed members
          of
          the board of directors or board of managers or other governing board or
          body, as
          applicable (an “Independent
          Director”),
          of,
          if Borrower is a corporation or single member limited liability company
          formed
          in the State of Delaware, Borrower, and, if Borrower is a limited partnership
          or
          multi-member limited liability company, of the General Partner, reasonably
          satisfactory to Lender who shall not have been at the time of such individual’s
          appointment, and may not be or have been at any time (A) a shareholder,
          officer,
          director, attorney, counsel, partner, member or employee of Borrower or
          any of
          the foregoing Persons or Affiliates thereof, (B) a customer or creditor
          of, or
          supplier or service provider to, Borrower or any of its shareholders, partners,
          members or their Affiliates, (C) a member of the immediate family of any
          Person
          referred to in (A) or (B) above, D) a Person Controlling, Controlled by
          or under
          common Control with any Person referred to in (A) through (C) above. A
          natural
          person who otherwise satisfies the foregoing definition except for being
          the
          Independent Director of a Single Purpose Entity Affiliated with Borrower
          or
          General Partner shall not be disqualified from serving as an Independent
          Director if such individual is at the time of initial appointment, or at
          any
          time while serving as the Independent Director, an Independent Director
          of a
          Single Purpose Entity Affiliated with Borrower or General Partner if such
          individual is an independent director provided by a nationally-recognized
          company that provides professional independent directors.

         

        
          
            
            

          

          
            -26-

            
              

            

          

          
            
            

          

        

         

        (xvii)
           Borrower
          and, if applicable, General Partner, shall not cause or permit the board
          of
          directors or board of managers or other governing board or body, as applicable,
          of each Borrower or, if applicable, General Partner, to take any action
          which,
          under the terms of any certificate of incorporation, by-laws or articles
          of
          organization with respect to any common stock, requires a unanimous vote
          of the
          board of directors of Borrower, or, if applicable, the General Partner,
          unless
          at the time of such action there shall be at least two members who are
          Independent Directors.

         

        (xviii) Borrower
          and, if applicable, General Partner shall pay the salaries of their own
          employees and maintain a sufficient number of employees in light of their
          contemplated business operations.

         

        (xix) Borrower
          shall, and shall cause its Affiliates to, conduct its business so that
          the
          assumptions made with respect to Borrower in that certain opinion letter
          relating to substantive non-consolidation dated the date hereof (the
“Insolvency
          Opinion”)
          delivered in connection with the Loan shall be true and correct in all
          respects.

         

        Notwithstanding
          anything to the contrary contained in this Section 2.02(g), provided Borrower
          is
          a Delaware single member limited liability company which satisfies the
          single
          purpose bankruptcy remote entity requirements of each Rating Agency for
          a single
          member limited liability company, the foregoing provisions of this Section
          2.02(g) shall not apply to the General Partner.


        (h) No
          Defaults.
          No
          Default or Event of Default has occurred and is continuing or would occur
          as a
          result of the consummation of the transactions contemplated by the Loan
          Documents. To the best of Borrower’s knowledge, Borrower is not in default
          beyond any applicable notice and/or grace periods in the payment or performance
          of any of its Contractual Obligations in any respect.

         

        (i) Consents
          and Approvals.
          Borrower and, if applicable, each General Partner, have obtained or made
          all
          necessary (i) consents, approvals and authorizations, and registrations
          and
          filings of or with all Governmental Authorities and (ii) consents,
          approvals, waivers and notifications of partners, stockholders, creditors,
          lessors and other nongovernmental Persons, in each case, which are required
          to
          be obtained or made by Borrower or, if applicable, the General Partner,
          in
          connection with the execution and delivery of, and the performance by Borrower
          of its obligations under, the Loan Documents.

         

        
          
            
            

          

          
            -27-

            
              

            

          

          
            
            

          

        

         

        (j) Investment
          Company Act Status, etc.
          Borrower is not (i) an “investment company,” or a company “controlled” by an
“investment company,” as such terms are defined in the Investment Company Act of
          1940, as amended, (ii) a “holding company” or a “subsidiary company” of a
“holding company” or an “affiliate” of either a “holding company” or a
“subsidiary company” within the meaning of the Public Utility Holding Company
          Act of 1935, as amended, or (iii) subject to any other federal or state
          law or
          regulation which purports to restrict or regulate its ability to borrow
          money.

         

        (k) Compliance
          with Law.
          (i)
          Except as previously disclosed to Lender in writing, Borrower has received
          no
          notice of violation of any Legal Requirements and (ii) except for such
          violations which would not, individually or in the aggregate, have a Material
          Adverse Effect, Borrower is in compliance in all material respects with
          all
          Legal Requirements to which it or the Property is subject, including, without
          limitation, all Environmental Statutes, the Occupational Safety and Health
          Act
          of 1970, the Americans with Disabilities Act and ERISA. No portion of the
          Property has been or will be purchased, improved, fixtured, equipped or
          furnished with proceeds of any illegal activity and to the best of Borrower’s
          knowledge, no illegal activities are being conducted at or from the
          Property.

         

        (l) Financial
          Information.
          To the
          best of Borrower’s knowledge, all financial data that has been delivered by
          Borrower to Lender (i) is true, complete and correct in all material respects,
          (ii) accurately represents the financial condition and results of operations
          of
          the Persons covered thereby as of the date on which the same shall have
          been
          furnished in all material respects, and (iii) to the extent prepared by
          an
          independent certified public accounting firm, has been prepared in accordance
          with GAAP (or such other accounting basis as is reasonably acceptable to
          Lender)
          throughout the periods covered thereby except as disclosed therein. As
          of the
          date hereof, neither Borrower nor, if applicable, any General Partner,
          has any
          contingent liability, liability for taxes or other unusual or forward commitment
          not reflected in such financial statements delivered to Lender. Since the
          date
          of the last financial statements delivered by Borrower to Lender except
          as
          otherwise disclosed in such financial statements or notes thereto, there
          has
          been no change in the assets, liabilities or financial position of Borrower
          nor,
          if applicable, any General Partner, or in the results of operations of
          Borrower
          which would have a Material Adverse Effect. Neither Borrower nor, if applicable,
          any General Partner, has incurred any obligation or liability, contingent
          or
          otherwise not reflected in such financial statements which would have a
          Material
          Adverse Effect.

         

        (m) Transaction
          Brokerage Fees.
          Neither
          Borrower nor Lender have dealt with any financial advisors, brokers,
          underwriters, placement agents, agents or finders in connection with the
          transactions contemplated by this Security Instrument. BORROWER
          HEREBY AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS FOR, FROM AND AGAINST
          ANY
          AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES OF ANY KIND IN ANY WAY
          RELATING
          TO OR ARISING FROM (I) A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON
          BEHALF OF
          BORROWER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN OR (II)
          ANY
          BREACH OF THE FOREGOING REPRESENTATION. THE PROVISIONS OF THIS SUBSECTION
          (M)
          SHALL SURVIVE THE REPAYMENT OF THE DEBT.

         

        
          
            
            

          

          
            -28-

            
              

            

          

          
            
            

          

        

         

        (n) Federal
          Reserve Regulations.
          No part
          of the proceeds of the Loan will be used for the purpose of purchasing
          or
          acquiring any “margin stock” within the meaning of Regulations T, U or X of the
          Board of Governors of the Federal Reserve System or for any other purpose
          which
          would be inconsistent with such Regulations T, U or X or any other Regulations
          of such Board of Governors, or for any purposes prohibited by Legal Requirements
          or by the terms and conditions of the Loan Documents.

         

        (o) Pending
          Litigation.
          Except
          as previously disclosed in writing to Lender, there are no actions, suits
          or
          proceedings pending or, to the knowledge of Borrower, threatened against
          or
          affecting Borrower or the Property in any court or before any Governmental
          Authority which if adversely determined either individually or collectively
          has
          or is reasonably likely to have a Material Adverse Effect. 

         

        (p) Solvency;
          No Bankruptcy.
          Borrower and, if applicable, the General Partner, (i) is and has at all
          times
          been Solvent and will remain Solvent immediately upon the consummation
          of the
          transactions contemplated by the Loan Documents and (ii) is free from
          bankruptcy, reorganization or arrangement proceedings or a general assignment
          for the benefit of creditors and is not contemplating the filing of a petition
          under any state or federal bankruptcy or insolvency laws or the liquidation
          of
          all or a major portion of such Person’s assets or property and Borrower has no
          knowledge of any Person contemplating the filing of any such petition against
          it
          or, if applicable, the General Partner. None of the transactions contemplated
          hereby will be or have been made with an intent to hinder, delay or defraud
          any
          present or future creditors of Borrower and Borrower has received reasonably
          equivalent value in exchange for its obligations under the Loan Documents.
          Borrower’s assets do not, and immediately upon consummation of the transaction
          contemplated in the Loan Documents will not, constitute unreasonably small
          capital to carry out its business as presently conducted or as proposed
          to be
          conducted. Borrower does not intend to, nor believe that it will, incur
          debts
          and liabilities beyond its ability to pay such debts as they may
          mature.

         

        (q) Use
          of
          Proceeds.
          The
          proceeds of the Loan shall be applied by Borrower to, inter alia,
          (i)
          satisfy certain secured loans presently encumbering all or a part of the
          Property and (ii) pay certain transaction costs incurred by Borrower in
          connection with the Loan. No portion of the proceeds of the Loan will be
          used by
          Borrower for family, personal, agricultural or household use.

         

        (r) Tax
          Filings.
          Borrower and, if applicable, each General Partner, have filed all federal,
          state
          and local tax returns required to be filed and have paid or made adequate
          provision for the payment of all federal, state and local taxes, charges
          and
          assessments payable by Borrower and, if applicable, each General Partner.
          Borrower and, if applicable, each General Partner, believe that their respective
          tax returns properly reflect the income and taxes of Borrower and said
          General
          Partner, if any, for the periods covered thereby, subject only to reasonable
          adjustments required by the Internal Revenue Service or other applicable
          tax
          authority upon audit.

         

        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

        

         

        (s) Not
          Foreign Person.
          Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the
          Code.

         

        (t) ERISA.
          (i)
The
          assets of Borrower and Guarantor are not and will not become treated as
“plan
          assets”, whether by operation of law or under regulations promulgated under
          ERISA. Each Plan and Welfare Plan, and, to the knowledge of Borrower, each
          Multiemployer Plan, is in compliance in all material respects with, and
          has been
          administered in all material respects in compliance with, its terms and
          the
          applicable provisions of ERISA, the Code and any other applicable Legal
          Requirement, and no event or condition has occurred and is continuing as
          to
          which Borrower would be under an obligation to furnish a report to Lender
          under
          clause (ii)(A) of this Section. Other than an application for a favorable
          determination letter with respect to a Plan, there are no pending issues
          or
          claims before the Internal Revenue Service, the United States Department
          of
          Labor or any court of competent jurisdiction related to any Plan or Welfare
          Plan
          under which Borrower, Guarantor or any ERISA Affiliate, directly or indirectly
          (through an indemnification agreement or otherwise), could be subject to
          any
          material risk of liability under Section 409 or 502(i) of ERISA or Section
          4975
          of the Code. No Welfare Plan provides or will provide benefits, including,
          without limitation, death or medical benefits (whether or not insured)
          with
          respect to any current or former employee of Borrower, Guarantor or any
          ERISA
          Affiliate beyond his or her retirement or other termination of service
          other
          than (A) coverage mandated by applicable law, (B) death or disability benefits
          that have been fully provided for by fully paid up insurance or (C) severance
          benefits.

         

        (ii) Borrower
          will furnish to Lender as soon as possible, and in any event within ten
          (10)
          days after Borrower knows or has reason to believe that any of the events
          or
          conditions specified below with respect to any Plan, Welfare Plan or
          Multiemployer Plan has occurred or exists, an Officer’s Certificate setting
          forth details respecting such event or condition and the action, if any,
          that
          Borrower or its ERISA Affiliate proposes to take with respect thereto (and
          a
          copy of any report or notice required to be filed with or given to PBGC
          (or any
          other relevant Governmental Authority)) by Borrower or an ERISA Affiliate
          with
          respect to such event or condition, if such report or notice is required
          to be
          filed with the PBGC or any other relevant Governmental Authority:

         

        (A) any
          reportable event, as defined in Section 4043 of ERISA and the regulations
          issued
          thereunder, with respect to a Plan, as to which PBGC has not by regulation
          waived the requirement of Section 4043(a) of ERISA that it be notified
          within
          thirty (30) days of the occurrence of such event (provided that a failure
          to
          meet the minimum funding standard of Section 412 of the Code and of Section
          302
          of ERISA, including, without limitation, the failure to make on or before
          its
          due date a required installment under Section 412(m) of the Code and of
          Section
          302(e) of ERISA, shall be a reportable event regardless of the issuance
          of any
          waivers in accordance with Section 412(d) of the Code), and any request
          for a
          waiver under Section 412(d) of the Code for any Plan;

         

        (B) the
          distribution under Section 4041 of ERISA of a notice of intent to terminate
          any
          Plan or any action taken by Borrower or an ERISA Affiliate to terminate
          any
          Plan;

         

        
          
            
            

          

          
            -30-

            
              

            

          

          
            
            

          

        

      

    

     

    (C) the
      institution by PBGC of proceedings under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any Plan, or
      the
      receipt by Borrower or any ERISA Affiliate of a notice from a Multiemployer
      Plan
      that such action has been taken by PBGC with respect to such Multiemployer
      Plan;

     

    (D) the
      complete or partial withdrawal from a Multiemployer Plan by Borrower or any
      ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA
      (including the obligation to satisfy secondary liability as a result of a
      purchaser default) or the receipt by Borrower or any ERISA Affiliate of notice
      from a Multiemployer Plan that it is in reorganization or insolvency pursuant
      to
      Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated
      under Section 4041A of ERISA;

     

    (E) the
      institution of a proceeding by a fiduciary of any Multiemployer Plan against
      Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which
      proceeding is not dismissed within thirty (30) days;

     

    (F) the
      adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of
      the
      Code or Section 307 of ERISA, would result in the loss of tax-exempt status
      of
      the trust of which such Plan is a part if Borrower or an ERISA Affiliate fails
      to timely provide security to the Plan in accordance with the provisions of
      said
      Sections; or

     

    (G) the
      imposition of a lien or a security interest in connection with a
      Plan.

     

    (iii) Borrower
      shall not knowingly engage in or permit any transaction in connection with
      which
      Borrower, Guarantor or any ERISA Affiliate could be subject to either a civil
      penalty or tax assessed pursuant to Section 502(i) or 502(l) of ERISA or Section
      4975 of the Code, permit any Welfare Plan to provide benefits, including without
      limitation, medical benefits (whether or not insured), with respect to any
      current or former employee of Borrower, Guarantor or any ERISA Affiliate beyond
      his or her retirement or other termination of service other than
      (A) coverage mandated by applicable law, (B) death or disability benefits
      that have been fully provided for by paid up insurance or otherwise or (C)
      severance benefits, permit the assets of Borrower or Guarantor to become “plan
      assets”, whether by operation of law or under regulations promulgated under
      ERISA or adopt, amend (except as may be required by applicable law) or increase
      the amount of any benefit or amount payable under, or permit any ERISA Affiliate
      to adopt, amend (except as may be required by applicable law) or increase the
      amount of any benefit or amount payable under, any employee benefit plan
      (including, without limitation, any employee welfare benefit plan) or other
      plan, policy or arrangement, except for normal increases in the ordinary course
      of business consistent with past practice that, in the aggregate, do not result
      in a material increase in benefits expense to Borrower, Guarantor or any ERISA
      Affiliate.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (u) Labor
      Matters.
      No
      organized work stoppage or labor strike is pending or, to Borrower’s best
      knowledge, threatened by employees or other laborers at the Property and neither
      Borrower nor Manager (i) is involved in or, to the best of their knowledge,
      threatened with any labor dispute, grievance or litigation relating to labor
      matters involving any employees and other laborers at the Property, including,
      without limitation, violation of any federal, state or local labor, safety
      or
      employment laws (domestic or foreign) and/or charges of unfair labor practices
      or discrimination complaints; (ii) has engaged in any unfair labor practices
      within the meaning of the National Labor Relations Act or the Railway Labor
      Act;
      or (iii) is a party to, or bound by, any collective bargaining agreement or
      union contract with respect to employees and other laborers at the Property
      and
      no such agreement or contract is currently being negotiated by Borrower, Manager
      or any of their Affiliates.

     

    (v) Borrower’s
      Legal Status.
      Borrower’s exact legal name that is indicated on the signature page hereto,
      organizational identification number and place of business or, if more than
      one,
      its chief executive office, as well as Borrower’s mailing address, if different,
      which were identified by Borrower to Lender and contained in this Security
      Instrument, are true, accurate and complete. Borrower (i) will not change its
      name, its place of business or, if more than one place of business, its chief
      executive office, or its mailing address or organizational identification number
      if it has one without giving Lender at least thirty (30) days prior written
      notice of such change, (ii) if Borrower does not have an organizational
      identification number and later obtains one, Borrower shall promptly notify
      Lender of such organizational identification number and (iii) Borrower will
      not
      change its type of organization, jurisdiction of organization or other legal
      structure.

     

    (w) Compliance
      with Anti-Terrorism, Embargo and Anti-Money Laundering Laws.
      (i)
      None of Borrower, General Partner, any Guarantor, or any Person who owns any
      equity interest in or Controls Borrower, General Partner or any Guarantor
      currently is identified on the OFAC List or otherwise qualifies as a Prohibited
      Person, and Borrower has implemented procedures, approved by General Partner,
      to
      ensure that no Person who now or hereafter owns an equity interest in Borrower
      or General Partner is a Prohibited Person or Controlled by a Prohibited Person,
      and (ii) none of Borrower, General Partner, or any Guarantor are in violation
      of
      any Legal Requirements relating to anti-money laundering or anti-terrorism,
      including, without limitation, Legal Requirements related to transacting
      business with Prohibited Persons or the requirements of the Uniting and
      Strengthening America by Providing Appropriate Tools Required to Intercept
      and
      Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related
      regulations issued thereunder, including temporary regulations, all as amended
      from time to time. No tenant at the Property currently is identified on the
      OFAC
      List or otherwise qualifies as a Prohibited Person, and, to the best of
      Borrower’s knowledge, no tenant at the Property is owned or Controlled by a
      Prohibited Person. Borrower has implemented procedures to ensure that no tenant
      at the Property is a Prohibited Person or owned or Controlled by a Prohibited
      Person.

     

    Section
      2.03. Further
      Acts, etc.
      Borrower will, at the cost of Borrower, and without expense to Lender, do,
      execute, acknowledge and deliver all and every such further acts, deeds,
      conveyances, mortgages, deeds of trust or deeds to secure debt, as applicable,
      assignments, notices of assignments, transfers and assurances as Lender or
      Trustee shall, from time to time, reasonably require for the better assuring,
      conveying, assigning, transferring, and confirming unto Lender and Trustee
      the
      property and rights hereby mortgaged, given, granted, bargained, sold,
      alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated,
      or which Borrower may be or may hereafter become bound to convey or assign
      to
      Lender, or for carrying out or facilitating the performance of the terms of
      this
      Security Instrument or for filing, registering or recording this Security
      Instrument and, on demand, will execute and deliver and hereby authorizes Lender
      to execute in the name of Borrower or without the signature of Borrower to
      the
      extent Lender may lawfully do so, one or more financing statements, chattel
      mortgages or comparable security instruments to evidence more effectively the
      lien hereof upon the Property. Borrower grants to Lender an irrevocable power
      of
      attorney coupled with an interest for the purpose of protecting, perfecting,
      preserving and realizing upon the interests granted pursuant to this Security
      Instrument and to effect the intent hereof, all as fully and effectually as
      Borrower might or could do; and Borrower hereby ratifies all that Lender shall
      lawfully do or cause to be done by virtue hereof; provided that Lender shall
      not
      exercise such power of attorney unless and until Borrower fails to take the
      required action within five (5) Business Days of demand unless the failure
      to so
      exercise it could, in Lender’s reasonable judgment, result in a Material Adverse
      Effect. Upon receipt of an affidavit of an officer of Lender as to the loss,
      theft, destruction or mutilation of the Note or any other Loan Document which
      is
      not of public record, and, in the case of any such mutilation, upon surrender
      and cancellation of such Note or other applicable Loan Document, Borrower will
      issue, in lieu thereof, a replacement Note or other applicable Loan Document,
      dated the date of such lost, stolen, destroyed or mutilated Note or other Loan
      Document in the same principal amount thereof and otherwise of like
      tenor.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    Section
      2.04. Recording
      of Security Instrument, etc.
      Borrower forthwith upon the execution and delivery of this Security Instrument
      and thereafter, at the request of Lender, from time to time, will cause this
      Security Instrument, and any security instrument creating a lien or security
      interest or evidencing the lien hereof upon the Property and each instrument
      of
      further assurance to be filed, registered or recorded in such manner and in
      such
      places as may be required by any present or future law in order to publish
      notice of and fully perfect and protect the lien or security interest hereof
      upon, and the interest of Lender in, the Property. Borrower will pay all filing,
      registration or recording fees, and all expenses incident to the preparation,
      execution and acknowledgment of this Security Instrument, any mortgage, deed
      of
      trust or deed to secure debt, as applicable, supplemental hereto, any security
      instrument with respect to the Property and any instrument of further assurance,
      and all federal, state, county and municipal taxes, duties, imposts, assessments
      and charges imposed on, or arising out of or in connection with the execution,
      delivery and recording of this Security Instrument, any mortgage, deed of trust
      or deed to secure debt, as applicable, supplemental hereto, any security
      instrument with respect to the Property or any instrument of further assurance,
      except where prohibited by law to do so, in which event Lender may declare
      the
      Debt to be immediately due and payable. Borrower shall hold harmless and
      indemnify Lender, and its successors and assigns, against any liability incurred
      as a result of the imposition of any tax on the making and recording of this
      Security Instrument.

     

    Section
      2.05. Representations
      and Warranties as to the Property.
      Borrower represents and warrants with respect to the Property as
      follows:


    (a) Lien
      Priority and Perfection.
      This
      Security Instrument is a valid and enforceable (and, upon recordation in the
      Official Records, will be a perfected) first lien on the Property, free and
      clear of all encumbrances, security interests, and liens having priority over
      the lien and security interest of this Security Instrument, except for the
      items
      set forth as exceptions to or subordinate matters in the title insurance policy
      insuring the lien of this Security Instrument, none of which, individually
      or in
      the aggregate, materially interfere with the benefits of the security intended
      to be provided by this Security Instrument, materially affect the value or
      insurability of the Property, impair the use or operation of the Property for
      the use currently being made thereof or impair Borrower’s ability to pay its
      obligations in a timely manner (such items being the “Permitted
      Encumbrances”).

     

    
      
        
        

      

      
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    (b) Title.
      Borrower has, subject only to the Permitted Encumbrances, good, insurable and
      marketable fee simple title to the Premises, Improvements and Fixtures
      (collectively, the “Realty”)
      and to
      all easements and rights benefiting the Realty and has the right, power and
      authority to mortgage, encumber, give, grant, bargain, sell, alien, enfeoff,
      convey, confirm, pledge, assign, and hypothecate the Property. Subject to
      Permitted Encumbrances, Borrower will preserve its interest in and title to
      the
      Property and will forever warrant and defend the same to Lender against any
      and
      all claims made by, through or under Borrower and will forever warrant and
      defend the validity and priority of the lien and security interest created
      herein against the claims of all Persons whomsoever claiming by, through or
      under Borrower. The foregoing warranty of title shall survive the foreclosure
      of
      this Security Instrument and shall inure to the benefit of and be enforceable
      by
      Lender in the event Lender acquires title to the Property pursuant to any
      foreclosure. In addition, there are no outstanding options or rights of first
      refusal to purchase the Property or Borrower’s ownership
      thereof.


    (c) Taxes
      and Impositions.
      Other
      than those being contested in accordance herewith, all taxes and other
      Impositions and governmental assessments due and owing and not delinquent in
      respect of, and affecting, the Property have been paid. Other than those being
      contested in accordance herewith, Borrower has paid all Impositions which
      constitute special governmental assessments in full, except for those
      assessments which are permitted by applicable Legal Requirements to be paid
      in
      installments, in which case all installments which are due and payable have
      been
      paid in full. There are no pending, or to Borrower’s best knowledge, proposed
      special or other assessments for public improvements or otherwise affecting
      the
      Property, nor are there any contemplated improvements to the Property that
      may
      result in such special or other assessments.

     

    (d) Casualty;
      Flood Zone.
      Except
      as set forth in the Engineering Report and Environmental Report, the Realty
      is
      in good repair and free and clear of any damage, destruction or casualty
      (whether or not covered by insurance) that would materially affect the value
      of
      the Realty or the use for which the Realty was intended, there exists no
      structural or other material defects or damages in or to the Property and
      Borrower has not received any written notice from any insurance company or
      bonding company of any material defect or inadequacies in the Property, or
      any
      part thereof, which would materially and adversely affect the insurability
      of
      the same or cause the imposition of extraordinary premiums or charges thereon
      or
      of any termination or threatened termination of any policy of insurance or
      bond.
      No portion of the Premises is located in an “area of special flood hazard,” as
      that term is defined in the regulations of the Federal Insurance Administration,
      Department of Housing and Urban Development, under the National Flood Insurance
      Act of 1968, as amended (24 CFR § 1909.1) or Borrower has obtained the
      flood insurance required by Section 3.01(a)(vi) hereof. The Premises either
      does
      not lie in a 100 year flood plain that has been identified by the Secretary
      of
      Housing and Urban Development or any other Governmental Authority or, if it
      does, Borrower has obtained the flood insurance required by Section 3.01(a)(vi)
      hereof.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


    (e) Completion;
      Encroachment.
      All
      Improvements necessary for the efficient use and operation of the Premises,
      including, without limitation, all Improvements which were included for purposes
      of determining the appraised value of the Property in the Appraisal, have been
      completed and none of said Improvements lie outside the boundaries and building
      restriction lines of the Premises. Except as set forth in the title insurance
      policy insuring the lien of this Security Instrument, no improvements on
      adjoining properties encroach upon the Premises.

     

    (f) Separate
      Lot.
      The
      Premises are taxed separately without regard to any other real estate and
      constitute a legally subdivided lot under all applicable Legal Requirements
      (or,
      if not subdivided, no subdivision or platting of the Premises is required under
      applicable Legal Requirements), and for all purposes may be mortgaged,
      encumbered, conveyed or otherwise dealt with as an independent parcel. Except
      as
      previously disclosed in writing to Lender, the Property does not benefit from
      any tax abatement or exemption.

     

    (g) Use.
      To the
      best of Borrower’s knowledge, the existence of all Improvements, the present use
      and operation thereof and the access of the Premises and the Improvements to
      all
      of the utilities and other items referred to in paragraph (k) below are in
      compliance in all material respects with all Leases affecting the Property
      and
      all applicable Legal Requirements, including, without limitation, Environmental
      Statutes, Development Laws and Use Requirements. Borrower has not received
      any
      notice from any Governmental Authority alleging any uncured violation relating
      to the Property of any applicable Legal Requirements.

     

    (h) Licenses
      and Permits.
      Borrower currently holds and will continue to hold all certificates of
      occupancy, licenses, registrations, permits, consents, franchises and approvals
      of any Governmental Authority or any other Person which are material for the
      lawful occupancy and operation of the Realty or which are material to the
      ownership or operation of the Property or the conduct of Borrower’s business.
      All such certificates of occupancy, licenses, registrations, permits, consents,
      franchises and approvals are current and in full force and effect.

     

    (i) Environmental
      Matters.
      Borrower has received and reviewed the Environmental Report and has no reason
      to
      believe that the Environmental Report contains any untrue statement of a
      material fact or omits to state a material fact necessary to make the statements
      contained therein or herein, in light of the circumstances under which such
      statements were made, not misleading.

     

    (j) Property
      Proceedings.
      Other
      than as previously disclosed in writing by Borrower to Lender, there are no
      actions, suits or proceedings pending or, to Borrower’s knowledge, threatened in
      any court or before any Governmental Authority or arbitration board or tribunal
      (i) relating to (A) the zoning of the Premises or any part thereof,
      (B) any certificates of occupancy, licenses, registrations, permits,
      consents or approvals issued with respect to the Property or any part thereof,
      (C) the condemnation of the Property or any part thereof, or (D) the
      condemnation or relocation of any roadways abutting the Premises required for
      access or the denial or limitation of access to the Premises or any part thereof
      from any point of access to the Premises, (ii) asserting that (A) any
      such zoning, certificates of occupancy, licenses, registrations, permits,
      consents and/or approvals do not permit the operation of any material portion
      of
      the Realty as presently being conducted, (B) any material improvements
      located on the Property or any part thereof cannot be located thereon or
      operated with their intended use or (C) the operation of the Property or
      any part thereof is in violation in any material respect of any Environmental
      Statutes, Development Laws or other Legal Requirements or Space Leases or
      Property Agreements or (iii) which might (A) affect the validity or priority
      of
      any Loan Document or (B) have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (k) Utilities.
      The
      Premises has rights of access to water, gas and/or electrical supply, storm
      and
      sanitary sewerage facilities, other required public utilities (with respect
      to
      each of the aforementioned items, by means of either a direct connection to
      the
      source of such utilities or through connections available on publicly dedicated
      roadways directly abutting the Premises or through permanent insurable easements
      benefiting the Premises), fire and police protection, parking, and means of
      direct access between the Premises and public highways over recognized curb
      cuts
      (or such access to public highways is through private roadways which may be
      used
      for ingress and egress pursuant to permanent insurable easements).

     

    (l) Construction
      Lien.
      The
      Property is free and clear of any mechanics’ liens or liens in the nature
      thereof, and no rights are outstanding that under law could give rise to any
      such liens, any of which liens are or may be prior to, or equal with, the lien
      of this Security Instrument, except those which are insured against by the
      title
      insurance policy insuring the lien of this Security Instrument. No stop notices
      have been served with respect to any work, labor or materials furnished to
      or
      for the benefit of the Property or any portion thereof, and no disputes
      currently exist with respect to any of such matters.

     

    (m) Title
      Insurance.
      Lender
      has received a lenders’ commitment to issue a title insurance policy insuring
      this Security Instrument as a first lien on the Realty subject only to Permitted
      Encumbrances.

     

    (n) Insurance.
      The
      Property is insured in accordance with the requirements set forth in Article
      III
      hereof.

     

    (o) Space
      Leases.

     

    (i) Borrower
      has delivered a true, correct and complete schedule of all Space Leases as
      of
      the date hereof, which accurately and completely sets forth in all material
      respects, for each such Space Lease, the following (collectively, the “Rent
      Roll”): the name and address of the tenant with the lease expiration date,
      extension and renewal options; the base rent and percentage rent payable; all
      additional rent and pass through obligations; and the security deposit held
      thereunder and the location of such deposit

     

    (ii) Each
      Space Lease constitutes the legal, valid and binding obligation of Borrower
      and,
      to the knowledge of Borrower, is enforceable against the tenant thereof. Except
      as set forth on the Rent Roll or
      in any
      estoppel certificate delivered to Lender,
      no
      default exists, or with the passing of time or the giving of notice would exist,
      (A) under any Major Space Lease or (B) under any other Space Leases which would,
      in the aggregate, have a Material Adverse Effect.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    (iii) Except
      as
      disclosed to Lender and to Borrower's knowledge no tenant under any Space Lease
      has, as of the date hereof, paid Rent more than thirty (30) days in advance,
      and
      the Rents under such Space Leases have not been waived, released, or otherwise
      discharged or compromised.

     

    (iv) Except
      as
      set forth on the Rent Roll or previously disclosed in writing to Lender, all
      material work to be performed by Borrower under the Space Leases has been
      substantially performed, all contributions to be made by Borrower to the tenants
      thereunder have been made except for any held-back amounts, and all other
      conditions precedent to each such tenant’s obligations thereunder have been
      satisfied.

     

    (v) Except
      as
      previously disclosed to Lender in writing or in the Space Leases provided to
      Lender, there are no options to terminate any Space Lease.

     

    (vi) Except
      as
      previously disclosed in writing to Lender, each tenant under a Major Space
      Lease
      has entered into occupancy of the demised premises to the extent required under
      the terms of its Major Space Lease, and each such tenant is open and conducting
      business with the public in the demised premises. Except as previously disclosed
      in writing to Lender, to the best knowledge of Borrower, each tenant under
      a
      Lease other than a Major Space Lease has entered into occupancy of its demised
      premises under its Lease to the extent required under the terms of its Lease
      and
      each such tenant is open and conducting business with the public in the demised
      premises.

     

    (vii) Borrower
      has delivered to Lender a true, correct and complete copies of all Space Leases
      described in the Rent Roll.

     

    (viii) Each
      Space Lease is in full force and effect and (except as disclosed on the Rent
      Roll or in any estoppel certificate delivered to Lender) has not been assigned,
      modified, supplemented or amended in any way.

     

    (ix) Except
      as
      set forth on the Rent Roll, each tenant under each Space Lease is free from
      bankruptcy, reorganization or arrangement proceedings or a general assignment
      for the benefit of creditors.

     

    (x) No
      Space
      Lease provides any party with the right to obtain a lien or encumbrance upon
      the
      Property superior to the lien of this Security Instrument or to subject to
      the
      Property to any mechanics lien. 

     

    (p) Property
      Agreements.

     

    (i) Borrower
      has delivered to Lender true, correct and complete copies of all Property
      Agreements.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    (ii) No
      Property Agreement provides any party with the right to obtain a lien or
      encumbrance upon the Property superior to the lien of this Security
      Instrument.

     

    (iii) To
      the
      best of Borrower’s knowledge, no default exists or with the passing of time or
      the giving of notice or both would exist under any Property Agreement which
      would, individually or in the aggregate, have a Material Adverse
      Effect.

     

    (iv) Borrower
      has not received or given any written communication which alleges that a default
      exists or, with the giving of notice or the lapse of time, or both, would exist
      under the provisions of any Property Agreement.

     

    (v) No
      condition exists whereby Borrower or any future owner of the Property may be
      required to purchase any other parcel of land which is subject to any Property
      Agreement or which gives any Person a right to purchase, or right of first
      refusal with respect to, the Property.

     

    (vi) To
      the
      best knowledge of Borrower, no offset or any right of offset exists respecting
      continued contributions to be made by any party to any Property Agreement except
      as expressly set forth therein. Except as previously disclosed to Lender in
      writing, no material exclusions or restrictions on the utilization, leasing
      or
      improvement of the Property (including non-compete agreements) exists in any
      Property Agreement.

     

    (vii) All
      “pre-opening” requirements contained in all Property Agreements (including, but
      not limited to, all off-site and on-site construction requirements), if any,
      have been fulfilled, and, to the best of Borrower’s knowledge, no condition now
      exists whereby any party to any such Property Agreement could refuse to honor
      its obligations thereunder.

     

    (viii) Except
      as
      previously disclosed in writing to Lender, all work, if any, to be performed
      by
      Borrower under each of the Property Agreements has been substantially performed,
      all contributions to be made by Borrower to any party to such Property
      Agreements have been made, and all other material conditions to such party’s
      obligations thereunder have been satisfied.


    (q) Personal
      Property.
      Borrower has delivered to Lender a true, correct and complete schedule of all
      personal property, if any, owned by Borrower and located upon the Realty or
      used
      in connection with the use or operation of the Realty and Borrower represents
      that it has good and marketable title to all such personal property, free and
      clear of any liens or security interests, except for liens and security
      interests created under the Loan Documents, liens and security interests
      otherwise disclosed to Lender in writing and disclosed in the title insurance
      policy insuring the lien of this Security Instrument, and liens and security
      interests which describe the equipment and other personal property owned by
      tenants.

     

    (r) Leasing
      Brokerage and Management Fees.
      Except
      as previously disclosed to Lender in writing, there are no brokerage fees or
      commissions payable by Borrower with respect to the leasing of space at the
      Property and there are no management fees payable by Borrower with respect
      to
      the management of the Property.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    (s) Security
      Deposits.
      All
      security deposits with respect to the Property on the date hereof have been
      transferred to the Security Deposit Account on the date hereof, and Borrower
      is
      in compliance with all Legal Requirements relating to such security deposits
      as
      to which failure to comply might, individually or in the aggregate, have a
      Material Adverse Effect. 

     

    (t) Appraisal.
      Borrower has no knowledge that any of the facts or assumptions on which the
      Appraisal was based are false or incomplete in any material respect and has
      no
      information that would reasonably suggest that the fair market value determined
      in the Appraisal does not reflect the actual fair market value of the
      Property.

     

    (u) Representations
      Generally.
      No
      representation, warranty or statement of fact made by or on behalf of Borrower
      in this Security Instrument or in any certificate, document or schedule
      furnished to Lender pursuant hereto, contains any untrue statement of a material
      fact or omits to state any material fact necessary to make statements contained
      therein or herein not misleading (which may be to Borrower’s best knowledge
      where so provided herein). There are no facts presently known to Borrower which
      have not been disclosed to Lender which would, individually or in the aggregate,
      have a Material Adverse Effect nor as far as Borrower can foresee might,
      individually or in the aggregate, have a Material Adverse Effect.

     

    Section
      2.06. Removal
      of Lien. (a)
      Borrower shall, at its expense, maintain this Security Instrument as a first
      lien on the Property and shall keep the Property free and clear of all liens
      and
      encumbrances of any kind and nature other than the Permitted Encumbrances.
      Borrower shall, within thirty (30) days following receipt of notice of the
      filing thereof, promptly discharge of record, by bond or otherwise, any such
      liens and, promptly upon request by Lender, shall deliver to Lender evidence
      reasonably satisfactory to Lender of the discharge thereof. 

     

    (b) Without
      limitation to the provisions of Section 2.06(a) hereof, Borrower shall (i)
      pay,
      from time to time when the same shall become due, all claims and demands of
      mechanics, materialmen, laborers, and others which, if unpaid, might result
      in,
      or permit the creation of, a lien on the Property or any part thereof, (ii)
      cause to be removed of record (by payment or posting of bond or settlement
      or
      otherwise) any mechanics’, materialmens’, laborers’ or other lien on the
      Property, or any part thereof, or on the revenues, rents, issues, income or
      profit arising therefrom, and (iii) in general, do or cause to be done, without
      expense to Lender, everything reasonably necessary to preserve in full the
      lien
      of this Security Instrument. If Borrower fails to comply with the requirements
      of this Section 2.06(b), then, upon ten (10) Business Days’ prior notice to
      Borrower, Lender may, but shall not be obligated to, pay any such lien, and
      Borrower shall, within ten (10) Business Days after Lender’s demand therefor,
      reimburse Lender for all sums so expended, together with interest thereon at
      the
      Default Rate from the date advanced, all of which shall be deemed part of the
      Debt. Nothing contained herein shall be deemed a consent or request of Lender,
      express or implied, by inference or otherwise, to the performance of any
      alteration, repair or other work by any contractor, subcontractor or laborer
      or
      the furnishing of any materials by any materialmen in connection
      therewith.

     

    (c) Notwithstanding
      the foregoing, Borrower may contest any lien (other than a lien relating to
      non-payment of Impositions, the contest of which shall be governed by Section
      4.04 hereof) of the type set forth in subparagraph (b)(ii) of this Section
      2.06
      provided that, following prior notice to Lender (i) Borrower is contesting
      the
      validity of such lien with due diligence and in good faith and by appropriate
      proceedings, without cost or expense to Lender or any of its agents, employees,
      officers, or directors, (ii) Borrower shall preclude the collection of, or
      other
      realization upon, any contested amount from the Property or any revenues from
      or
      interest in the Property, (iii) neither the Property nor any part thereof nor
      interest therein, shall be in any danger of being sold, forfeited or lost by
      reason of such contest by Borrower, (iv) such contest by Borrower shall not
      affect the ownership, use or occupancy of the Property, (v) such contest by
      Borrower shall not subject Lender, Trustee or Borrower to the risk of civil
      or
      criminal liability (other than the civil liability of Borrower for the amount
      of
      the lien in question), (vi) such lien is subordinate to the lien of this
      Security Instrument, (vii) Borrower has not consented to such lien, (viii)
      Borrower has given Lender prompt notice of the filing of such lien and, upon
      request by Lender from time to time, notice of the status of such contest by
      Borrower and/or confirmation of the continuing satisfaction of the conditions
      set forth in this Section 2.06(c), (ix) Borrower shall promptly pay the
      obligation secured by such lien upon a final determination of Borrower’s
      liability therefor, and (x) Borrower shall deliver written notice of its intent
      to contest such lien at least thirty (30) days before commencing such contest
      and also shall deliver to Lender, if requested by Lender, cash, a bond or other
      security acceptable to Lender equal to 125% of the contested amount pursuant
      to
      collateral arrangements reasonably satisfactory to Lender. 

     

    
      
        
        

      

      
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    Section
      2.07. Cost
      of Defending and Upholding this Security Instrument Lien.
      If any
      action or proceeding is commenced to which Lender or Trustee is made a party
      relating to the Loan Documents and/or the Property or Lender’s or Trustee’s
      interest therein or in which it becomes necessary to defend or uphold the lien
      of this Security Instrument or any other Loan Document, Borrower shall, on
      demand, reimburse Lender and/or Trustee, as applicable, for all expenses
      (including, without limitation, reasonable attorneys’ fees and disbursements)
      incurred by Lender and/or Trustee, as applicable, in connection therewith,
      and
      such sum, together with interest thereon at the Default Rate from and after
      such
      demand until fully paid, shall constitute a part of the Debt.

     

    Section
      2.08. Use
      of
      the Property.
      Borrower will use, or cause to be used, the Property for such use as is
      permitted pursuant to applicable Legal Requirements including, without
      limitation, under the certificate of occupancy applicable to the Property,
      and
      which is required by the Loan Documents. Borrower shall not suffer or permit
      the
      Property or any portion thereof to be used by the public, any tenant, or any
      Person not subject to a Lease, in a manner as is reasonably likely to impair
      Borrower’s title to the Property, or in such manner as may give rise to a claim
      or claims of adverse usage or adverse possession by the public, or of implied
      dedication of the Property or any part thereof.

     

    Section
      2.09. Financial
      Reports.
      (a)
      Borrower
      will keep and maintain or will cause to be kept and maintained on a Fiscal
      Year
      basis, in accordance with GAAP (or such other accounting basis reasonably
      acceptable to Lender) consistently applied, proper and accurate books, tax
      returns, records and accounts reflecting (i) all of the financial affairs
      of Borrower and (ii) all items of income and expense in connection with the
      operation of the Property or in connection with any services, equipment or
      furnishings provided in connection with the operation thereof, whether such
      income or expense may be realized by Borrower or by any other Person whatsoever,
      excepting lessees unrelated to and unaffiliated with Borrower who have leased
      from Borrower portions of the Premises for the purpose of occupying the same.
      Lender shall have the right from time to time at all times during normal
      business hours upon reasonable advance notice to examine such books, tax
      returns, records and accounts at the office of Borrower or other Person
      maintaining such books, tax returns, records and accounts and to make such
      copies or extracts thereof as Lender shall desire. During the continuance of
      an
      Event of Default, Borrower shall pay any costs and expenses incurred by Lender
      to examine Borrower’s and Guarantor’s accounting records with respect to the
      Property, as Lender shall determine to be necessary or appropriate in the
      protection of Lender’s interest.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    


    (b) Borrower
      will furnish Lender (i) annually, within one hundred twenty (120) days following
      the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within
      thirty (30) days following the end of each fiscal quarter of Borrower, with
      a
      complete copy of Borrower’s financial statement consistently applied covering
      (A) all of the financial affairs of Borrower and (B) the operation of the
      Property for such Fiscal Year or fiscal quarters, as applicable, and containing
      a statement of revenues and expenses, a statement of assets and liabilities
      and
      a statement of Borrower’s equity. Each annual financial statement shall be
      prepared by an Independent certified public accountant that is reasonably
      acceptable to Lender in accordance with GAAP (or such other accounting basis
      reasonably acceptable to Lender). Upon request made in connection with a
      Securitization of the Loan or after the occurrence of an Event of Default,
      such
      annual financial statements shall be audited by an Independent certified public
      accountant that is reasonably acceptable to Lender in accordance with GAAP.
      Together with the financial statements required to be furnished pursuant to
      this
      Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate
      certifying as of the date thereof (1) that the financial statements accurately
      represent the results of operations and financial condition of Borrower and
      the
      Property all in accordance with GAAP (or such other accounting basis reasonably
      acceptable to Lender) consistently applied, and (2) whether, to the best of
      such officer’s knowledge, there exists a Default under the Note or any other
      Loan Document executed and delivered by Borrower, and if such event or
      circumstance exists, the nature thereof, the period of time it has existed
      and
      the action then being taken to remedy such event or circumstance and (B)
      together with the financial statements delivered pursuant to Section 2.09(b)(ii)
      above, a statement showing (1) Pro-Forma Net Operating Income at the end of
      the
      most recent fiscal quarter (subject to verification by Lender in its reasonable
      discretion) and (2) the calculation of Debt Service Coverage.

     

    (c) Borrower
      will furnish Lender monthly, within twenty (20) days following the end of each
      month, with (i) a true, complete and correct cash flow statement with respect
      to
      the Property in the form attached hereto as Exhibit C and made a part hereof,
      showing (A) all cash receipts of any kind whatsoever and all cash payments
      and
      disbursements, (B) year-to-date summaries of such cash receipts, payments
      and disbursements, and (C) during an O&M Operative Period, Pro Forma Net
      Operating Income (subject to the verification by Lender) and a calculation
      of
      Debt Service Coverage, (ii) a certification of Manager stating that such cash
      flow statement is true, complete and correct and a list of all litigation and
      proceedings affecting Borrower or the Property in which the amount involved
      is
      $250,000 or more, if not covered by insurance (or $2,500,000 or more whether
      or
      not covered by insurance), (iii) the sales per square foot for each lessee
      under
      the Space Leases to the extent such information is required to be delivered
      by
      such lessees and (iv) an occupancy report for the Property.

     

    (d) Borrower
      will furnish Lender monthly, within twenty (20) days following the end of each
      month, with a certification of Manager stating that all Operating Expenses
      with
      respect to the Property which had accrued as of the last day of the month
      preceding the delivery of the cash flow statement referred to in clause (c)
      above have been fully paid or otherwise reserved for by Manager (any such
      certification or any certification furnished by a Manager pursuant to clause
      (c)
      above, a “Manager
      Certification”).

     

    
      
        
        

      

      
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    (e) Borrower
      will furnish Lender annually, within twenty (20) days following the end of
      each
      year and within twenty (20) days following receipt of such request therefor,
      with a true, complete and correct rent roll for the Property, including a list
      of which tenants are in default under their respective Leases, dated as of
      the
      date of Lender’s request, identifying each tenant, the monthly rent and
      additional rent, if any, payable by such tenant, the expiration date of such
      tenant’s Lease, the security deposit, if any, held by Borrower under the Lease,
      the space covered by the Lease, each tenant that has filed a bankruptcy,
      insolvency, or reorganization proceeding since delivery of the last such rent
      roll, the sales per square foot of each tenant, to the extent reported by
      tenants under the terms of the Leases and the arrearages for such tenant, if
      any, and such rent roll shall be accompanied by an Officer’s Certificate, dated
      as of the date of the delivery of such rent roll, certifying that such rent
      roll
      is true, correct and complete in all material respects as of its
      date.

     

    (f) Borrower
      shall furnish to Lender, within thirty (30) days after Lender’s request
      therefor, with such further detailed information with respect to the operation
      of the Property and the financial affairs of Borrower as may be reasonably
      requested by Lender.

     

    (g) Borrower
      shall cause Manager to furnish to Lender, within twenty (20) days following
      the
      end of each month, a schedule of tenant security deposits showing any activity
      in the Security Deposit Account for such month, together with a certification
      of
      Manager as to the balance in such Security Deposit Account and that such tenant
      security deposits are being held in accordance with all Legal
      Requirements.

     

    (h) Borrower
      will furnish Lender annually, within ninety (90) days after the end of each
      Fiscal Year, with a report setting forth (i) the Net Operating Income for such
      Fiscal Year, (ii) the average occupancy rate of the Property during such
      Fiscal Year, and (iii) the capital repairs, replacements and improvements
      performed at the Property during such Fiscal Year and the aggregate Recurring
      Replacement Expenditures made in connection therewith.

     

    (i) Borrower
      shall furnish to Lender annually, within thirty (30) days of filing its
      respective tax return, a copy of such tax return and either a copy of the tax
      return of Guarantor within such thirty (30) day period or within ninety (90)
      days after the end of each Fiscal Year, a certificate from an Independent
      certified public accountant indicating the net worth of the
      Guarantor.

     

    (j) Borrower
      shall submit to Lender for Lender’s written approval an Annual Budget not later
      than sixty (60) days prior to the commencement of each Fiscal Year or, with
      respect to the Fiscal Year in which the Closing Date occurs, within sixty (60)
      days of the Closing Date, in form satisfactory to Lender setting forth in
      reasonable detail budgeted monthly operating income and monthly operating
      capital and other expenses for the Property. Each Annual Budget shall contain,
      among other things, limitations on management fees, third party service fees,
      and other expenses as Borrower may reasonably determine. Lender shall have
      the
      right to approve such Annual Budget which approval shall not be unreasonably
      withheld, and in the event that Lender objects to the proposed Annual Budget
      submitted by Borrower, Lender shall advise Borrower of such objections within
      ten (10) Business Days after receipt thereof (and deliver to Borrower a
      reasonably detailed description of such objections) and Borrower shall, within
      four (4) Business Days after receipt of notice of any such objections, revise
      such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower
      of any objections to such revised Annual Budget within seven (7) Business Days
      after receipt thereof (and deliver to Borrower a reasonably detailed description
      of such objections) and Borrower shall revise the same in accordance with the
      process described herein until Lender approves an Annual Budget, provided,
      however, that if Lender shall not advise Borrower of its objections to any
      proposed Annual Budget within the applicable time period set forth in this
      Section, then such proposed Annual Budget shall be deemed approved by Lender.
      Until such time that Lender approves a proposed Annual Budget, the most recently
      Approved Annual Budget shall apply; provided that, such Approved Annual Budget
      shall be adjusted to reflect actual increases in Basic Carrying Costs and
      utilities expenses. In the event that Borrower must incur an Extraordinary
      Expense, then Borrower shall promptly deliver to Lender a reasonably detailed
      explanation of such proposed Extraordinary Expense for Lender’s approval, which
      approval may be granted or denied in Lender’s reasonable discretion; provided,
      however, so long as no O&M Operative Period is then in existence, no
      approval from Lender shall be required if (i) a single Extraordinary Expense
      is
      equal to or less than five percent (5%) of the amount set forth in the Approved
      Annual Budget for expenses related to such Extraordinary Expense, or (ii) if
      no
      sum was budgeted for such expense in the Approved Annual Budget, the
      Extraordinary Expense is less than or equal to five percent (5%) of the Approved
      Annual Budget, provided that all Extraordinary Expenses in any Fiscal Year
      do
      not exceed five percent (5%) of the Approved Annual Budget.

     

    
      
        
        

      

      
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    (k) In
      the
      event that Borrower fails to deliver any of the financial statements, reports
      or
      other information required to be delivered to Lender pursuant to this Section
      2.09 on or prior to their due dates, if any such failure shall continue for
      fifteen (15) days following notice thereof from Lender, without waiving any
      default arising out of such failure, Borrower shall pay to Lender on each
      Payment Date for each month or portion thereof that any such financial
      statement, report or other information remains undelivered, an administrative
      fee in the amount of Two Thousand Five Hundred Dollars ($2,500) and (ii) if
      Borrower has not delivered any such reports within five (5) Business Days of
      Lender’s giving an additional notice to Borrower requesting the missing
      financial statement, report or other information, an O&M Operative Period
      shall be deemed to have commenced. Borrower agrees that such administrative
      fee
      (i) is a fair and reasonable fee necessary to compensate Lender for its
      additional administrative costs and increased costs relating to Borrower’s
      failure to deliver the aforementioned statements, reports or other items as
      and
      when required hereunder and (ii) is not a penalty.

     

    Section
      2.10. Litigation.
      Borrower will give prompt written notice to Lender of any litigation or
      governmental proceedings pending or threatened (in writing) against Borrower
      which might have a Material Adverse Effect.

     

    Section
      2.11. Updates
      of Representations.
      Borrower shall deliver to Lender within ten (10) Business Days of the request
      of
      Lender an Officer’s Certificate updating all of the representations and
      warranties contained in this Security Instrument and the other Loan Documents
      and certifying that all of the representations and warranties contained in
      this
      Security Instrument and the other Loan Documents, as updated pursuant to such
      Officer’s Certificate, are true, accurate and complete as of the date of such
      Officer’s Certificate or shall set forth the exceptions to representations
      and/or warranties in reasonable detail, as applicable, and, upon Lender’s
      request for further information with respect to such exceptions, shall provide
      Lender such additional information as Lender may reasonably request.
      Notwithstanding the foregoing, provided that no Event of Default has occurred
      and is continuing, Borrower shall not be required to deliver the foregoing
      Officer’s Certificate more than two (2) times in any Loan Year. 

     

    
      
        
        

      

      
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    ARTICLE
      III: INSURANCE
      AND CASUALTY RESTORATION

     

    Section
      3.01. Insurance
      Coverage.
      Borrower shall, at its expense, maintain the following insurance coverages
      with
      respect to the Property during the term of this Security
      Instrument:

     

    (a) (i) Insurance
      against loss or damage by fire, casualty and other hazards included in an
“all-risk” coverage endorsement or its equivalent, with such endorsements as
      Lender may from time to time reasonably require and which are customarily
      required by Institutional Lenders of similar properties similarly situated,
      including, without limitation, if the Property constitutes a legal
      non-conforming use, an ordinance of law coverage endorsement which contains
      “Demolition Cost”, “Loss Due to Operation of Law” and “Increased Cost of
      Construction” coverages, covering the Property in an amount not less than the
      greater of (A) 100% of the insurable replacement value of the Property
      (exclusive of the Premises and footings and foundations) and (B) such other
      amount as is necessary to prevent any reduction in such policy by reason of
      and
      to prevent Borrower, Lender or any other insured thereunder from being deemed
      to
      be a co-insurer. Not less frequently than once every three (3) years, Borrower,
      at its option, shall either (A) have the Appraisal updated or obtain a new
      appraisal of the Property, (B) have a valuation of the Property made by or
      for
      its insurance carrier conducted by an appraiser experienced in valuing
      properties of similar type to that of the Property which are in the geographical
      area in which the Property is located or (C) provide such other evidence as
      will, in Lender’s sole judgment, enable Lender to determine whether there shall
      have been an increase in the insurable value of the Property and Borrower shall
      deliver such updated Appraisal, new appraisal, insurance valuation or other
      evidence acceptable to Lender, as the case may be, and, if such updated
      Appraisal, new appraisal, insurance valuation, or other evidence acceptable
      to
      Lender reflects an increase in the insurable value of the Property, the amount
      of insurance required hereunder shall be increased accordingly and Borrower
      shall deliver evidence satisfactory to Lender that such policy has been so
      increased.

     

    (ii) Commercial
      general liability insurance against claims for personal and bodily injury and/or
      death to one or more persons or property damage, occurring on, in or about
      the
      Property (including the adjoining streets, sidewalks and passageways therein)
      in
      such amounts as Lender may from time to time reasonably require (but in no
      event
      shall Lender’s requirements be increased more frequently than once during each
      twelve (12) month period) and which are customarily required by Institutional
      Lenders for similar properties similarly situated, but not less than $1,000,000
      per occurrence and $2,000,000 general aggregate on a per location basis and,
      in
      addition thereto, not less than $25,000,000 excess and/or umbrella liability
      insurance shall be maintained for any and all claims. 

     

    
      
        
        

      

      
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    (iii) Business
      interruption, rent loss or other similar insurance (A) with loss payable to
      Lender, (B) covering all risks required to be covered by the insurance provided
      for in Section 3.01(a)(i) hereof and (C) in an amount not less than 90% of
      the
      projected fixed or base rent plus percentage rent for the succeeding eighteen
      (18) month period based on an occupancy rate of 100%. Such insurance coverage
      shall provide a six (6) month extended period of indemnity. The amount of such
      insurance shall be determined upon the execution of this Security Instrument,
      and not more frequently than once each calendar year thereafter based on
      Borrower’s reasonable estimate of projected fixed or base rent plus percentage
      rent, from the Property for the next succeeding eighteen (18) months. In the
      event the Property shall be damaged or destroyed, Borrower shall and hereby
      does
      assign to Lender all payment of claims under the policies of such insurance,
      and
      all amounts payable thereunder, and all net amounts, shall be collected by
      Lender under such policies and shall be applied in accordance with this Security
      Instrument; provided, however, that nothing herein contained shall be deemed
      to
      relieve Borrower of its obligations to timely pay all amounts due under the
      Loan
      Documents.

     

    (iv) Intentionally
      Deleted.

     

    (v) Insurance
      against loss or damages from (A) leakage of sprinkler systems and (B) explosion
      of steam boilers, air conditioning equipment, pressure vessels or similar
      apparatus now or hereafter installed at the Property, in such amounts as Lender
      may from time to time reasonably require and which are then customarily required
      by Institutional Lenders of similar properties similarly situated.

     

    (vi) Flood
      insurance in an amount equal to the full insurable value of the Property or
      the
      maximum amount available, whichever is less, if the Improvements are located
      in
      an area designated by the Secretary of Housing and Urban Development as being
      “an area of special flood hazard” under the National Flood Insurance Program
      (i.e.,
      having
      a one percent or greater chance of flooding), and if flood insurance is
      available under the National Flood Insurance Act.

     

    (vii) Worker’s
      compensation insurance or other similar insurance which may be required by
      Governmental Authorities or Legal Requirements.

     

    (viii) Intentionally
      Deleted.

     

    (ix) Insurance
      against damage resulting from acts of terrorism, or an insurance policy without
      an exclusion for damages resulting from terrorism, on terms consistent with
      the
      commercial property insurance policy required under subsections (i), (ii) and
      (iii) above.

     

    (x) Such
      other insurance as may from time to time be required by Lender and which is
      then
      customarily required by Institutional Lenders for similar properties similarly
      situated, against other insurable hazards, including, but not limited to,
      malicious mischief, vandalism, mold, spores or fungus, sinkhole and mine
      subsidence, acts of terrorism, windstorm and/or earthquake, due regard to be
      given to the size and type of the Premises, Improvements, Fixtures and Equipment
      and their location, construction and use. Additionally, Borrower shall carry
      such insurance coverage as Lender may from time to time require if the failure
      to carry such insurance may result in a downgrade, qualification or withdrawal
      of any class of securities issued in connection with a Securitization or, if
      the
      Loan is not yet part of a Securitization, would result in an increase in the
      subordination levels of any class of securities anticipated to be issued in
      connection with a proposed Securitization.

     

    
      
        
        

      

      
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    (b) Borrower
      shall cause any Manager of the Property to maintain fidelity insurance in an
      amount equal to $5,000,000 or such lesser amount as Lender shall
      approve.

     


    Section
      3.02. Policy
      Terms.
      (a)
All
      insurance required by this Article III shall be in the form (other than with
      respect to Sections 3.01(a)(vi) and (vii) above when insurance in those two
      sub-sections is placed with a governmental agency or instrumentality on such
      agency’s forms) and amount and with deductibles as, from time to time, shall be
      reasonably acceptable to Lender, under valid and enforceable policies issued
      by
      financially responsible insurers authorized to do business in the State where
      the Property is located, with a general policyholder’s service rating of not
      less than A- and a financial rating of not less than X as rated in the most
      currently available Best’s Insurance Reports (or the equivalent, if such rating
      system shall hereafter be altered or replaced) and shall have a claims paying
      ability rating and/or financial strength rating, as applicable, of not less
      than
“AA” (or its equivalent), or such lower claims paying ability rating and/or
      financial strength rating, as applicable, as Lender shall, in its sole and
      absolute discretion, consent to, from a Rating Agency (one of which after a
      Securitization in which Standard & Poor’s rates any securities issued in
      connection with such Securitization, shall be Standard & Poor’s). Originals
      or certified copies of all insurance policies shall be delivered to and held
      by
      Lender. All such policies (except policies for worker’s compensation) shall name
      Lender, its successors and/or assigns as an additional named insured, shall
      provide for loss payable to Lender, its successors and/or assigns and shall
      contain (or have attached): (i) standard “non-contributory mortgagee”
endorsement or its equivalent relating, inter alia,
      to
      recovery by Lender notwithstanding the negligent or willful acts or omissions
      of
      Borrower; (ii) a waiver of subrogation endorsement as to Lender; (iii) an
      endorsement indicating that neither Lender nor Borrower shall be or be deemed
      to
      be a co-insurer with respect to any casualty risk insured by such policies
      and
      shall provide for a deductible per loss of an amount not more than the lesser
      of
      (x) that which is customarily maintained by owners of similar properties
      similarly situated and (y) five percent (5%) of the Adjusted Net Cash Flow,
      and
      (iv) a provision that such policies shall not be canceled, terminated, denied
      renewal or amended, including, without limitation, any amendment reducing the
      scope or limits of coverage, without at least thirty (30) days’ prior written
      notice to Lender in each instance. Not less than thirty (30) days prior to
      the
      expiration dates of the insurance policies obtained pursuant to this Security
      Instrument, originals or certified copies of renewals of such policies (or
      certificates evidencing such renewals) bearing notations evidencing the payment
      of premiums or accompanied by other reasonable evidence of such payment (which
      premiums shall not be paid by Borrower through or by any financing arrangement
      which would entitle an insurer to terminate a policy) shall be delivered by
      Borrower to Lender. Borrower shall not carry separate insurance, concurrent
      in
      kind or form or contributing in the event of loss, with any insurance required
      under this Article III.

     

    
      
        
        

      

      
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    (b) If
      Borrower fails to maintain and deliver to Lender the original policies or
      certificates of insurance required by this Security Instrument, or if there
      are
      insufficient funds in the Basic Carrying Costs Escrow Account to pay the
      premiums for same, Lender may, at its option, procure such insurance, and
      Borrower shall pay, or as the case may be, reimburse Lender for, all premiums
      thereon promptly, upon demand by Lender, with interest thereon at the Default
      Rate from the date paid by Lender to the date of repayment and such sum shall
      constitute a part of the Debt.

     

    (c) Borrower
      shall notify Lender of the renewal premium of each insurance policy and Lender
      shall be entitled to pay such amount on behalf of Borrower from the Basic
      Carrying Costs Escrow Account. With respect to insurance policies which require
      periodic payments (i.e., monthly or quarterly) of premiums, Lender shall be
      entitled to pay such amounts fifteen (15) days (or such lesser number of days
      as
      Lender shall determine) prior to the respective due dates of such
      installments.

     

    (d) The
      insurance required by this Security Instrument may, at the option of Borrower,
      be effected by blanket and/or umbrella policies issued to Borrower covering
      the
      Property provided that, in each case, the policies otherwise comply with the
      provisions of this Security Instrument and allocate to the Property, from time
      to time (but in no event less than once a year), the coverage specified by
      this
      Security Instrument, without possibility of reduction or coinsurance by reason
      of, or damage to, any other property (real or personal) named therein. If the
      insurance required by this Security Instrument shall be effected by any such
      blanket or umbrella policies, Borrower shall furnish to Lender (i) original
      policies or certified copies thereof, or an original certificate of insurance
      together with reasonable access to the original of such policy to review such
      policy’s coverage of the Property, with schedules attached thereto showing the
      amount of the insurance provided under such policies applicable to the Property
      and (ii) an Officer’s Certificate setting forth (A) the number of properties
      covered by such policy, (B) the location by city (if available, otherwise,
      county) and state of the properties, (C) the average square footage of the
      properties, (D) a brief description of the typical construction type included
      in
      the blanket policy and (E) such other information as Lender may reasonably
      request.

     

    Section
      3.03. Assignment
      of Policies.
      (a)
Borrower
      hereby assigns to Lender the proceeds of all insurance (other than worker’s
      compensation and liability insurance) obtained pursuant to this Security
      Instrument, all of which proceeds shall be payable to Lender as collateral
      and
      further security for the payment of the Debt and the performance of the
      Borrowers’ obligations hereunder and under the other Loan Documents, and
      Borrower hereby authorizes and directs the issuer of any such insurance to
      make
      payment of such proceeds directly to Lender. Except as otherwise expressly
      provided in Section 3.04 or elsewhere in this Article III, Lender shall have
      the
      option, in its discretion, and without regard to the adequacy of its security,
      to apply all or any part of the proceeds it may receive pursuant to this Article
      in such manner as Lender may elect to any one or more of the following: (i)
      the
      payment of the Debt, whether or not then due, in any proportion or priority
      as
      Lender, in its discretion, may elect, (ii) the repair or restoration of the
      Property, (iii) the cure of any Event of Default or (iv) the reimbursement
      of
      the costs and expenses of Lender incurred pursuant to the terms hereof in
      connection with the recovery of the Insurance Proceeds. Nothing herein contained
      shall be deemed to excuse Borrower from repairing or maintaining the Property
      as
      provided in this Security Instrument or restoring all damage or destruction
      to
      the Property, regardless of the sufficiency of the Insurance Proceeds, and
      the
      application or release by Lender of any Insurance Proceeds shall not cure or
      waive any Default or notice of Default.

     

    
      
        
        

      

      
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    (b) In
      the
      event of the foreclosure of this Security Instrument or any other transfer
      of
      title or assignment of all or any part of the Property in extinguishment, in
      whole or in part, of the Debt, all right, title and interest of Borrower in
      and
      to all policies of insurance required by this Security Instrument shall inure
      to
      the benefit of the successor in interest to Borrower or the purchaser of the
      Property to the extent that such policies are assignable or transferable. If,
      prior to the receipt by Lender of any proceeds, the Property or any portion
      thereof shall have been sold on foreclosure of this Security Instrument or
      by
      deed in lieu thereof or otherwise, or any claim under such insurance policy
      arising during the term of this Security Instrument is not paid until after
      the
      extinguishment of the Debt, and Lender shall not have received the entire amount
      of the Debt outstanding at the time of such extinguishment, whether or not
      a
      deficiency judgment on this Security Instrument shall have been sought or
      recovered or denied, then, the proceeds of any such insurance to the extent
      of
      the amount of the Debt not so received, shall be paid to and be the property
      of
      Lender, together with interest thereon at the Default Rate, and the reasonable
      attorney’s fees, costs and disbursements incurred by Lender in connection with
      the collection of the proceeds which shall be paid to Lender and Borrower hereby
      assigns, transfers and sets over to Lender all of Borrower’s right, title and
      interest in and to such proceeds. Notwithstanding any provisions of this
      Security Instrument to the contrary, Lender shall not be deemed to be a trustee
      or other fiduciary with respect to its receipt of any such proceeds, which
      may
      be commingled with any other monies of Lender; provided, however, that Lender
      shall use such proceeds for the purposes and in the manner permitted by this
      Security Instrument. Any proceeds deposited with Lender shall be held by Lender
      in an interest-bearing account, but Lender makes no representation or warranty
      as to the rate or amount of interest, if any, which may accrue on such deposit
      and shall have no liability in connection therewith. Interest accrued, if any,
      on the proceeds shall be deemed to constitute a part of the proceeds for
      purposes of this Security Instrument. The provisions of this Section 3.03(b)
      shall survive the termination of this Security Instrument by foreclosure, deed
      in lieu thereof or otherwise as a consequence of the exercise of the rights
      and
      remedies of Lender hereunder after a Default.


    Section
      3.04. Casualty
      Restoration.
      (a)
      (i)
      In the
      event of any damage to or destruction of the Property, Borrower shall give
      prompt written notice to Lender (which notice shall set forth Borrower’s good
      faith estimate of the cost of repairing or restoring such damage or destruction,
      or if Borrower cannot reasonably estimate the anticipated cost of restoration,
      Borrower shall nonetheless give Lender prompt notice of the occurrence of such
      damage or destruction, and will diligently proceed to obtain estimates to enable
      Borrower to quantify the anticipated cost and time required for such
      restoration, whereupon Borrower shall promptly notify Lender of such good faith
      estimate) and, provided that restoration does not violate any Legal
      Requirements, Borrower shall promptly commence and diligently prosecute to
      completion the repair, restoration or rebuilding of the Property so damaged
      or
      destroyed to a condition such that the Property shall be at least equal in
      value
      to that immediately prior to the damage to the extent practicable, in full
      compliance with all Legal Requirements and the provisions of all Leases, and
      in
      accordance with Section 3.04(b) below. Such repair, restoration or rebuilding
      of
      the Property are sometimes hereinafter collectively referred to as the
“Work”.

     

    
      
        
        

      

      
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    (ii) Notwithstanding
      the foregoing provisions of this Section 3.04, upon the occurrence of any damage
      to or destruction of the Property, provided that such damage or destruction
      is
      not a Substantial Casualty, if in Lender’s reasonable judgment the cost of
      repair of or restoration to the Property required as a result of any damage
      or
      destruction is less than $1,000,000 in the aggregate and the Work can be
      completed in less than one hundred eighty (180) days (but in no event beyond
      the
      date which is six (6) months prior to the Maturity Date), then Lender, shall
      permit Borrower to apply for and receive the Insurance Proceeds directly from
      the insurer (and Lender shall advise the insurer to pay over such Insurance
      Proceeds directly to Borrower), to the extent required to pay for any such
      Work,
      with any excess thereof to be retained by Borrower.

     

    (iii) Subject
      to Section 3.04(a)(iv), Lender shall apply any Insurance Proceeds which it
      may
      receive towards the Work in accordance with Section 3.04(b) and the other
      applicable sections of this Article III.

     

    (iv) If
      (A) an
      Event of Default shall have occurred and is continuing, (B) Lender is not
      reasonably satisfied that the Debt Service Coverage, after substantial
      completion of the Work, will be at least equal to the Required Debt Service
      Coverage, (C) more than thirty percent (30%) of the reasonably estimated fair
      market value of the Property is damaged or destroyed, (D) Lender is not
      reasonably satisfied that the Work can be completed six (6) months prior to
      Maturity or (E) Lender is not reasonably satisfied that Leases covering at
      least
      75% of the rentable square footage for the applicable Property (immediately
      prior to such damage or destruction) will not be terminated due to the casualty
      during and following the restoration, or (F) Lender is not reasonably satisfied
      that the Work can be completed within twelve (12) months of the damage to or
      destruction of the Property (each, a “Substantial
      Casualty”),
      Lender shall have the option, in its sole discretion to apply any Insurance
      Proceeds it may receive pursuant to this Security Instrument (less any
      reasonable cost to Lender of recovering and paying out such proceeds incurred
      pursuant to the terms hereof and not otherwise reimbursed to Lender, including,
      without limitation, reasonable attorneys’ fees and expenses) to the payment of
      the Debt, without any prepayment fee or charge of any kind, or to allow such
      proceeds to be used for the Work pursuant to the terms and subject to the
      conditions of Section 3.04(b) hereof and the other applicable sections of this
      Article III.

     

    (v) In
      the
      event that Lender elects or is obligated hereunder to allow Insurance Proceeds
      to be used for the Work, any excess proceeds remaining after completion of
      such
      Work shall be applied to the payment of the Debt without any prepayment fee
      or
      charge of any kind.

     

    
      
        
        

      

      
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    (b) If
      any
      Condemnation Proceeds in accordance with Section 6.01(a), or any Insurance
      Proceeds in accordance with Section 3.04(a), are to be applied to the repair,
      restoration or rebuilding of the Property, then such proceeds shall be deposited
      into a segregated interest-bearing bank account at the Bank, which shall be
      an
      Eligible Account, held by Lender and shall be paid out from time to time to
      Borrower as the Work progresses (less any reasonable cost to Lender of
      recovering and paying out such proceeds, including, without limitation,
      reasonable attorneys’ fees and costs allocable to inspecting the Work and the
      plans and specifications therefor), subject to Section 5.13 hereof and to all
      of
      the following conditions:

     

    (i) An
      Independent architect or engineer selected by Borrower and reasonably acceptable
      to Lender (an “Architect”
or
      “Engineer”)
      or a
      Person otherwise reasonably acceptable to Lender, shall have delivered to Lender
      a certificate estimating the cost of completing the Work, and, if the amount
      set
      forth therein is more than the sum of the amount of Insurance Proceeds then
      being held by Lender in connection with a casualty and amounts agreed to be
      paid
      as part of a final settlement under the insurance policy upon or before
      completion of the Work, Borrower shall have delivered to Lender (A) cash
      collateral in an amount equal to such excess, or (B) an unconditional,
      irrevocable, clean sight draft letter of credit, in form, substance and issued
      by a bank reasonably acceptable to Lender, in the amount of such excess and
      draws on such letter of credit shall be made by Lender to make payments pursuant
      to this Article III following exhaustion of the Insurance Proceeds therefor
      or
      (C) a completion bond in form, substance and issued by a surety company
      reasonably acceptable to Lender.

     

    (ii) If
      the
      cost of the Work is reasonably estimated by an Architect or Engineer in a
      certification reasonably acceptable to Lender to be equal to or exceed five
      percent (5%) of the Loan Amount for the Property, such Work shall be performed
      under the supervision of an Architect or Engineer, it being understood that
      the
      plans and specifications with respect thereto shall provide for Work so that,
      upon completion thereof, the Property shall be at least equal in replacement
      value and general utility to the Property prior to the damage or
      destruction.

     

    (iii) Each
      request for payment shall be made on not less than ten (10) days’ prior notice
      to Lender and shall be accompanied by a certificate of an Architect or Engineer,
      or, if the Work is not required to be supervised by an Architect or Engineer,
      by
      an Officer’s Certificate stating (A) that payment is for Work completed or
      materials delivered in compliance with the plans and specifications, if required
      under clause (ii) above, (B) that the sum requested is required to reimburse
      Borrower for payments by Borrower to date, or is due to the contractors,
      subcontractors, materialmen, laborers, engineers, architects or other Persons
      rendering services or materials for the Work (giving a brief description of
      such
      services and materials), and that when added to all sums previously paid out
      by
      Lender does not exceed the value of the Work done to the date of such
      certificate, (C) if the sum requested is to cover payment relating to repair
      and
      restoration of personal property required or relating to the Property, that
      title to the personal property items covered by the request for payment is
      vested in Borrower (unless Borrower is lessee of such personal property), and
      (D) that the Insurance Proceeds and other amounts deposited by Borrower held
      by
      Lender after such payment is equal to or more than the estimated remaining
      cost
      to complete such Work; provided, however, that if such certificate is given
      by
      an Architect or Engineer, such Architect or Engineer shall certify as to clause
      (A) above, and such Officer’s Certificate shall certify as to the remaining
      clauses above, and provided, further, that Lender shall not be obligated to
      disburse such funds if Lender determines, in Lender’s reasonable discretion,
      that Borrower shall not be in compliance with this Section 3.04(b).
      Additionally, each request for payment shall contain a statement signed by
      Borrower stating that the requested payment is for Work satisfactorily done
      to
      date or for materials for the Work.

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    (iv) Each
      request for payment shall be accompanied by waivers of lien, in customary form
      and substance, covering that part of the Work for which payment or reimbursement
      is being requested and, if required by Lender, a search prepared by a title
      company or licensed abstractor, or by other evidence satisfactory to Lender
      that
      there has not been filed with respect to the Property any mechanic’s or other
      lien or instrument for retention of title relating to any part of the Work
      not
      discharged of record. Additionally, as to any personal property covered by
      the
      request for payment, Lender shall be furnished with evidence of having incurred
      a payment obligation therefor and such further evidence reasonably satisfactory
      to assure Lender that UCC filings therefor provide a valid first lien on the
      personal property.

     

    (v) Lender
      shall have the right to inspect the Work at all reasonable times upon reasonable
      prior notice and may condition any disbursement of Insurance Proceeds upon
      satisfactory compliance by Borrower with the provisions hereof. Neither the
      approval by Lender of any required plans and specifications for the Work nor
      the
      inspection by Lender of the Work shall make Lender responsible for the
      preparation of such plans and specifications, or the compliance of such plans
      and specifications of the Work, with any applicable law, regulation, ordinance,
      covenant or agreement.

     

    (vi) Insurance
      Proceeds shall not be disbursed more frequently than once every thirty (30)
      days.


    (vii) Until
      such time as the Work has been substantially completed, Lender shall not be
      obligated to disburse up to ten percent (10%) of the cost of the Work (the
      “Retention
      Amount”)
      to
      Borrower. Upon substantial completion of the Work, Borrower shall send notice
      thereof to Lender and, subject to the conditions of Section 3.04(b)(i)-(iv),
      Lender shall disburse one-half of the Retention Amount to Borrower; provided,
      however, that the remaining one-half of the Retention Amount shall be disbursed
      to Borrower when Lender shall have received copies of any and all final
      certificates of occupancy or other certificates, licenses and permits required
      for the ownership, occupancy and operation of the Property in accordance with
      all Legal Requirements. Borrower hereby covenants to diligently seek to obtain
      any such certificates, licenses and permits. Notwithstanding the foregoing,
      Lender will release the portion of the Retention Amount being held with respect
      to any contractor, subcontractor or materialman engaged in the Work as of the
      date upon which the Architect or Engineer certifies to Lender that the
      contractor, subcontractor or materialman has satisfactorily completed all work
      and has supplied all materials in accordance with the provisions of the
      contractor’s, subcontractor’s or materialman’s contract, provided, (A) the
      contractor, subcontractor or materialman delivers the lien waivers and evidence
      of payment in full of all sums due to the contractor, subcontractor or
      materialman as may be reasonably requested by Lender or by the title company
      issuing the Lender’s title policy and (B) if required by Lender, the release of
      any such portion of the Retention Amount shall be approved by the surety
      company, if any, which has issued a payment or performance bond with respect
      to
      the contractor, subcontractor or materialman.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    (viii) Upon
      failure on the part of Borrower promptly to commence the Work as provided for
      herein or to proceed diligently and continuously to completion of the Work,
      subject to Force Majeure, not to exceed sixty (60) days, which failure shall
      continue after notice for thirty (30) days, Lender may apply any Insurance
      Proceeds or Condemnation Proceeds it then or thereafter holds to the payment
      of
      the Debt in accordance with the provisions of the Note; provided, however,
      that
      Lender shall be entitled to apply at any time all or any portion of the
      Insurance Proceeds or Condemnation Proceeds it then holds to the extent
      necessary to cure any Event of Default.

     

    (c) If
      Borrower (i) within ninety (90) days after the occurrence of any damage to
      the
      Property or any portion thereof (or such shorter period as may be required
      under
      any Major Space Lease) shall fail to submit to Lender for approval plans and
      specifications for the Work (approved by the Architect and by all Governmental
      Authorities whose approval is required), (ii) after any such plans and
      specifications are approved by all Governmental Authorities, the Architect
      and
      Lender, shall fail to promptly commence such Work as provided for herein or
      (iii) shall fail to diligently prosecute such Work to completion, then, in
      addition to all other rights available hereunder, at law or in equity, Lender,
      or any receiver of the Property or any portion thereof, upon five (5) days’
prior notice to Borrower (except in the event of emergency in which case no
      notice shall be required), may (but shall have no obligation to) perform or
      cause to be performed such Work, and may take such other steps as it reasonably
      deems advisable. Borrower hereby waives, for Borrower, any claim, other than
      for
      gross negligence or willful misconduct, against Lender and any receiver arising
      out of any act or omission of Lender or such receiver pursuant hereto, and
      Lender may apply all or any portion of the Insurance Proceeds (without the
      need
      to fulfill any other requirements of this Section 3.04) to reimburse Lender
      and
      such receiver, for all reasonable costs not reimbursed to Lender or such
      receiver upon demand together with interest thereon at the Default Rate from
      the
      date such amounts are advanced until the same are paid to Lender or the
      receiver.

     

    (d) Subject
      to Section 3.04(a)(ii) above, Borrower hereby irrevocably appoints Lender as
      its
      attorney-in-fact, coupled with an interest, to collect and receive any Insurance
      Proceeds paid with respect to any portion of the Property or the insurance
      policies required to be maintained hereunder, and to endorse any checks, drafts
      or other instruments representing any Insurance Proceeds whether payable by
      reason of loss thereunder or otherwise.

     

    Section
      3.05. Compliance
      with Insurance Requirements.
      Borrower promptly shall comply with, and shall cause the Property to comply
      with, all Insurance Requirements, even if such compliance requires structural
      changes or improvements or would result in interference with the use or
      enjoyment of the Property or any portion thereof provided Borrower shall have
      a
      right to contest in good faith and with diligence such Insurance Requirements
      provided (a) no Event of Default shall be continuing during such contest and
      such contest shall not subject the Property or any portion thereof to any lien
      or affect the priority of the lien of this Security Instrument, (b) failure
      to
      comply with such Insurance Requirements will not subject Lender or any of its
      agents, employees, officers or directors to any civil or criminal liability,
      (c)
      such contest will not cause any reduction in insurance coverage, (d) such
      contest shall not affect the ownership, use or occupancy of the Property, (e)
      the Property or any part thereof or any interest therein shall not be in any
      danger of being sold, forfeited or lost by reason of such contest by Borrower,
      (f) Borrower has given Lender prompt notice of such contest and, upon request
      by
      Lender from time to time, notice of the status of such contest by Borrower
      and/or information of the continuing satisfaction of the conditions set forth
      in
      clauses (a) through (e) of this Section 3.05, (g) upon a final determination
      of
      such contest, Borrower shall promptly comply with the requirements thereof,
      and
      (h) prior to and during such contest, Borrower shall furnish to Lender security
      satisfactory to Lender, in its reasonable discretion, against loss or injury
      by
      reason of such contest or the non-compliance with such Insurance Requirement
      (and if such security is cash, Lender shall deposit the same in an
      interest-bearing account and interest accrued thereon, if any, shall be deemed
      to constitute a part of such security for purposes of this Security Instrument,
      but Lender (i) makes no representation or warranty as to the rate or amount
      of
      interest, if any, which may accrue thereon and shall have no liability in
      connection therewith and (ii) shall not be deemed to be a trustee or fiduciary
      with respect to its receipt of any such security and any such security may
      be
      commingled with other monies of Lender). Upon completion of any contest, Lender
      shall return the security , if any, deposited with Lender pursuant to clause
      (h)
      of this Section 3.05. If Borrower shall use the Property or any portion thereof
      in any manner which could permit the insurer to cancel any insurance required
      to
      be provided hereunder, Borrower immediately shall obtain a substitute policy
      which shall satisfy the requirements of this Security Instrument and which
      shall
      be effective on or prior to the date on which any such other insurance policy
      shall be canceled. Borrower shall not by any action or omission invalidate
      any
      insurance policy required to be carried hereunder unless such policy is replaced
      as aforesaid, or materially increase the premiums on any such policy above
      the
      normal premium charged for such policy. Borrower shall cooperate with Lender
      in
      obtaining for Lender the benefits of any Insurance Proceeds lawfully or
      equitably payable to Lender in connection with the transaction contemplated
      hereby.

     

    
      
        
        

      

      
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    Section
      3.06. Event
      of Default During Restoration.
      Notwithstanding anything to the contrary contained in this Security Instrument
      including, without limitation, the provisions of this Article III, if, at the
      time of any casualty affecting the Property or any part thereof, or at any
      time
      during any Work, or at any time that Lender is holding or is entitled to receive
      any Insurance Proceeds pursuant to this Security Instrument, a Default exists
      and is continuing (whether or not it constitutes an Event of Default), Lender
      shall then have no obligation to make such proceeds available for Work and
      Lender shall have the right and option, to be exercised in its sole and absolute
      discretion and election, with respect to the Insurance Proceeds, either to
      retain and apply such proceeds in reimbursement for the actual costs, fees
      and
      expenses incurred by Lender in accordance with the terms hereof in connection
      with the adjustment of the loss and any balance toward payment of the Debt
      in
      such priority and proportions as Lender, in its sole discretion, shall deem
      proper, or towards the Work, upon such terms and conditions as Lender shall
      determine, or to cure such Default, or to any one or more of the foregoing
      as
      Lender, in its sole and absolute discretion, may determine. If Lender shall
      receive and retain such Insurance Proceeds, the lien of this Security Instrument
      shall be reduced only by the amount thereof received, after reimbursement to
      Lender of expenses of collection, and actually applied by Lender in reduction
      of
      the principal sum payable under the Note in accordance with the
      Note.

     

    Section
      3.07. Application
      of Proceeds to Debt Reduction.
      (a)
      No
      damage to the Property, or any part thereof, by fire or other casualty
      whatsoever, whether such damage be partial or total, shall relieve Borrower
      from
      its liability to pay in full the Debt and to perform its obligations under
      this
      Security Instrument and the other Loan Documents.

     

    (b) If
      any
      Insurance Proceeds are applied to reduce the Debt, Lender shall apply the same
      in accordance with the provisions of the Note. 

     

    
      
        
        

      

      
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    ARTICLE
      IV: IMPOSITIONS

     

    Section
      4.01. Payment
      of Impositions, Utilities and Taxes, etc.
      (a)
Borrower
      shall pay or cause to be paid all Impositions prior to the date upon which
      any
      fine, penalty, interest or cost for nonpayment is imposed, and furnish to
      Lender, upon request, receipted bills of the appropriate taxing authority or
      other documentation reasonably satisfactory to Lender evidencing the payment
      thereof. If Borrower shall fail to pay any Imposition in accordance with this
      Section and is not contesting or causing a contesting of such Imposition in
      accordance with Section 4.04 hereof, or if there are insufficient funds in
      the
      Basic Carrying Costs Escrow Account to pay any Imposition, Lender shall have
      the
      right, but shall not be obligated, to pay that Imposition, and Borrower shall
      repay to Lender, on demand, any amount paid by Lender, with interest thereon
      at
      the Default Rate from the date of the advance thereof to the date of repayment,
      and such amount shall constitute a portion of the Debt secured by this Security
      Instrument.

     

    (b) Borrower
      shall, prior to the date upon which any fine, penalty, interest or cost for
      the
      nonpayment is imposed, pay or cause to be paid all charges for electricity,
      power, gas, water and other services and utilities in connection with the
      Property, and shall, upon request, deliver to Lender receipts or other
      documentation reasonably satisfactory to Lender evidencing payment thereof.
      If
      Borrower shall fail to pay any amount required to be paid by Borrower pursuant
      to this Section 4.01 and is not contesting such charges in accordance with
      Section 4.04 hereof, Lender shall have the right, but shall not be obligated,
      to
      pay that amount, and Borrower will repay to Lender, on demand, any amount paid
      by Lender with interest thereon at the Default Rate from the date of the advance
      thereof to the date of repayment, and such amount shall constitute a portion
      of
      the Debt secured by this Security Instrument.

     

    (c) Borrower
      shall pay all taxes, charges, filing, registration and recording fees, excises
      and levies imposed upon Lender by reason of or in connection with its ownership
      of any Loan Document or any other instrument related thereto, or resulting
      from
      the execution, delivery and recording of, or the lien created by, or the
      obligation evidenced by, any of them, other than income, franchise and other
      similar taxes imposed on Lender and shall pay all corporate stamp taxes, if
      any,
      and other taxes, required to be paid on the Loan Documents. If Borrower shall
      fail to make any such payment within ten (10) days after written notice thereof
      from Lender, Lender shall have the right, but shall not be obligated, to pay
      the
      amount due, and Borrower shall reimburse Lender therefor, on demand, with
      interest thereon at the Default Rate from the date of the advance thereof to
      the
      date of repayment, and such amount shall constitute a portion of the Debt
      secured by this Security Instrument.

     

    Section
      4.02. Deduction
      from Value.
      In the
      event of the passage after the date of this Security Instrument of any Legal
      Requirement deducting from the value of the Property for the purpose of
      taxation, any lien thereon or changing in any way the Legal Requirements now
      in
      force for the taxation of this Security Instrument and/or the Debt for federal,
      state or local purposes, or the manner of the operation of any such taxes so
      as
      to adversely affect the interest of Lender, or impose any tax or other charge
      on
      any Loan Document, then Borrower will pay such tax, with interest and penalties
      thereon, if any, within the statutory period; provided, however, such tax
      payments shall not include such taxes incurred more than ninety (90) days prior
      to the date Borrower receives Lender’s notice of payment. In the event the
      payment of such tax or interest and penalties by Borrower would be unlawful,
      or
      taxable to Lender or unenforceable or provide the basis for a defense of usury,
      then in any such event, Lender shall have the option, by written notice of
      not
      less than ninety (90) days, to declare the Debt immediately due and payable,
      with no prepayment fee or charge of any kind.

     

    
      
        
        

      

      
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    Section
      4.03. No
      Joint Assessment.
      Borrower shall not consent to or initiate the joint assessment of the Premises
      or the Improvements (a) with any other real property constituting a separate
      tax
      lot and Borrower represents and covenants that the Premises and the Improvements
      are and shall remain a separate tax lot or (b) with any portion of the Property
      which may be deemed to constitute personal property, or any other procedure
      whereby the lien of any taxes which may be levied against such personal property
      shall be assessed or levied or charged to the Property as a single
      lien.

     

    Section
      4.04. Right
      to Contest.
      Borrower shall have the right, after prior notice to Lender, at its sole
      expense, to contest by appropriate legal proceedings diligently conducted in
      good faith, without cost or expense to Lender or any of its agents, employees,
      officers or directors, the validity, amount or application of any Imposition
      or
      any charge described in Section 4.01(b), provided that (a) no Default or Event
      of Default shall exist during such proceedings and such contest shall not
      (unless Borrower shall comply with clause (d) of this Section 4.04) subject
      the
      Property or any portion thereof to any lien or affect the priority of the lien
      of this Security Instrument, (b) failure to pay such Imposition or charge will
      not subject Lender, Trustee or any of their agents, employees, officers or
      directors to any civil or criminal liability, (c) the contest suspends
      enforcement of the Imposition or charge (unless Borrower first pays the
      Imposition or charge), (d) prior to and during such contest, Borrower shall
      furnish to Lender security satisfactory to Lender, in its reasonable discretion,
      against loss or injury by reason of such contest or the non-payment of such
      Imposition or charge (and if such security is cash, Lender may deposit the
      same
      in an interest-bearing account and interest accrued thereon, if any, shall
      be
      deemed to constitute a part of such security for purposes of this Security
      Instrument, but Lender (i) makes no representation or warranty as to the rate
      or
      amount of interest, if any, which may accrue thereon and shall have no liability
      in connection therewith and (ii) shall not be deemed to be a trustee or
      fiduciary with respect to its receipt of any such security and any such security
      may be commingled with other monies of Lender), (e) such contest shall not
      affect the ownership, use or occupancy of the Property, (f) the Property or
      any
      part thereof or any interest therein shall not be in any danger of being sold,
      forfeited or lost by reason of such contest by Borrower, (g) Borrower has given
      Lender notice of the commencement of such contest and upon request by Lender,
      from time to time, notice of the status of such contest by Borrower and/or
      confirmation of the continuing satisfaction of clauses (a) through (f) of this
      Section 4.04, and (h) upon a final determination of such contest, Borrower
      shall
      promptly comply with the requirements thereof. Upon completion of any contest,
      Borrower shall immediately pay the amount due, if any, and deliver to Lender
      proof of the completion of the contest and payment of the amount due, if any,
      following which Lender shall return the security, if any, deposited with Lender
      pursuant to clause (d) of this Section 4.04. Borrower shall not pay any
      Imposition in installments unless permitted by applicable Legal Requirements,
      and shall, upon the request of Lender, deliver copies of all notices and bills
      relating to any Imposition or other charge covered by this Article IV to
      Lender.

     

    Section
      4.05. No
      Credits on Account of the Debt.
      Borrower will not claim or demand or be entitled to any credit or credits on
      account of the Debt for any part of the Impositions assessed against the
      Property or any part thereof and no deduction shall otherwise be made or claimed
      from the taxable value of the Property, or any part thereof, by reason of this
      Security Instrument or the Debt. In the event such claim, credit or deduction
      shall be required by Legal Requirements, Lender shall have the option, by
      written notice of not less than forty-five (45) days, to declare the Debt
      immediately due and payable, and Borrower hereby agrees to pay such amounts
      not
      later than forty-five (45) days after such notice.

     

    
      
        
        

      

      
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    Section
      4.06. Documentary
      Stamps.
      If, at
      any time, the United States of America, any State or Commonwealth thereof or
      any
      subdivision of any such State shall require revenue or other stamps to be
      affixed to the Note, this Security Instrument or any other Loan Document, or
      impose any other tax or charges on the same, Borrower will pay the same, with
      interest and penalties thereon, if any.

     

    ARTICLE
      V: CENTRAL
      CASH MANAGEMENT

     

    Section
      5.01. Cash
      Flow.
      Borrower hereby acknowledges and agrees that (i) the Rents (which for the
      purposes of this Section 5.01 shall not include security deposits from tenants
      under Leases held by Borrower and not applied towards Rent) derived from the
      Property and (ii) Loss Proceeds (other than Loss Proceeds that Lender has
      elected to apply to reduce the Debt in accordance with the terms of Article
      III
      hereof) shall be utilized (a) to fund the Basic Carrying Costs Sub-Account,
      (b)
      to pay all amounts to become due and payable under the Note by funding the
      Debt
      Service Payment Sub-Account, (c) to fund the Recurring Replacement Reserve
      Sub-Account, (d) to fund the Reletting Reserve Sub-Account, (e) to fund the
      Operation and Maintenance Expense Sub-Account and (e) to fund the Curtailment
      Reserve Sub-Account, all to the extent provided for herein. Borrower shall
      collect all security deposits from tenants under valid Leases, which shall
      be
      held by Borrower, in accordance with applicable law and in a segregated demand
      deposit bank account at such commercial or savings bank or banks as may be
      reasonably satisfactory to Lender (the “Security
      Deposit Account”).
      Borrower shall notify Lender of any security deposits held as letters of credit
      and, upon Lender’s request, such letters of credit shall be promptly delivered
      to Lender. Borrower shall have no right to withdraw funds from the Security
      Deposit Account; provided
      that,
      prior to the occurrence of an Event of Default, Borrower may withdraw funds
      from
      the Security Deposit Account to refund or apply security deposits as required
      by
      the Leases or by applicable Legal Requirements. During the continuance of an
      Event of Default, all withdrawals from the Security Deposit Account must be
      approved by Lender. Borrower has established a Rent Account at Wachovia Bank,
      National Association (together with its successors and assigns, the "Rent
      Account Bank"). Borrower
      shall deposit (or cause the Manager to deposit) all Rent relating to tenants
      under Space Leases to be deposited into the Rent Account at the bank in which
      the Rent Account is located. Absent the then existence of a Sweep Period, the
      Rent Account Bank shall transfer on a daily basis funds received into the Rent
      Account to Borrower's operating account located at the Rent Account Bank (the
      "Operating Account"). Borrower
      shall
      not change the Rent Account or the Operating Account or the depository
      institution holding the Rent Account or the Operating Account without obtaining
      the prior written consent of Lender. Borrower hereby agrees that if the bank,
      bank location or account number of the Rent Account or Operating Account is
      changed prior to a Sweep Period, Borrower shall, within five (5) Business Days
      after such change, execute a replacement Rent Account Agreement to cover the
      new
      bank, bank location and/or account, which replacement Rent Account Agreement
      shall be in a form acceptable to Lender. Upon the occurrence and during the
      continuance of a Sweep Period, all funds in the Rent Account shall be
      transferred on a daily basis by the Rent Account Bank through ACH or by Federal
      wire to the Central Account prior to 2:00 p.m. (New York City Time) on each
      Business Day. Borrower hereby acknowledges that Lender may deliver a notice
      to
      Rent Account Bank that a Sweep Period has occurred and that all funds be
      transferred on a daily basis from the Rent Account to the Central Account.
      Alternatively,
      at the election of the Lender, upon the occurrence and continuance of a Sweep
      Period, Borrower shall cause all Rent relating to tenants under Space Leases
      which is due and payable to Borrower to be paid through ACH, a check drawn
      on
      account in a bank located in the continental United States, or by Federal wire
      directly to the Central Account or the Rent Account, as determined by Lender.
      Following the occurrence and continuance of an Event of Default, at the election
      of Lender, Borrower shall, give each tenant under any Lease an irrevocable
      direction in the form of Exhibit E attached hereto and made a part hereof to
      deliver all rent payments made by tenants and other payments constituting Rent
      directly to the Central Account or to the Rent Account, as determined by Lender,
      or at the option of Lender, Lender shall deliver such letters to each tenant
      and
      Borrower shall cooperate with Lender in effectuating the foregoing.
      Notwithstanding the foregoing, if any Rent is received by Borrower or Manager,
      then (a) such amounts shall be held in trust for the benefit, and as the
      property, of Lender, (b) such amounts shall not be commingled with any other
      funds or property of Borrower or Manager and (c) Borrower or Manager shall
      deposit such amounts in the Rent Account within two (2) Business Days of
      receipt, or after the occurrence of a Sweep Period and at the election of
      Lender, into the Central Account within two (2) Business Days of receipt. Lender
      may elect to change the financial institution in which the Central Account
      or
      the Rent Account shall be maintained; however,
      Lender
      shall give Borrower and the bank in which the Rent Account is located not fewer
      than ten (10) Business Days’ prior notice of such change. Neither Borrower nor
      Manager shall change the bank in which the Rent Account is located or the Rent
      Account without the prior written consent of Lender. All fees and charges of
      the
      bank in which the Rent Account and the Central Account is located shall be
      paid
      by Borrower.

     

    
      
        
        

      

      
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    Section
      5.02. Establishment
      of Accounts.
      Lender
      has established the Escrow Accounts and the Central Account in the name of
      Lender as secured party and Borrower has established the Central Account in
      the
      joint names of Lender, as secured party, and Borrower. The Central Account,
      the
      Rent Account and the Escrow Accounts shall be under the sole dominion and
      control of Lender and funds held therein shall not constitute trust funds.
      Borrower hereby irrevocably directs and authorizes Lender to withdraw funds
      from
      the Central Account, the Rent Account and the Escrow Accounts, all in accordance
      with the terms and conditions of this Security Instrument. Borrower shall have
      no right of withdrawal in respect of the Central Account, the Rent Account
      or
      the Escrow Accounts. Each transfer of funds to be made hereunder shall be made
      only to the extent that funds are on deposit in the Central Account, the Rent
      Account or the affected Sub-Account or Escrow Account, and Lender shall have
      no
      responsibility to make additional funds available in the event that funds on
      deposit are insufficient. The Central Account shall contain the Basic Carrying
      Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring
      Replacement Reserve Sub-Account, the Reletting Reserve Sub-Account, the
      Operation and Maintenance Expense Sub-Account and the Curtailment Reserve
      Sub-Account, each of which accounts shall be Eligible Accounts or book entry
      sub-accounts of an Eligible Account (each a “Sub-Account”
and
      collectively, the “Sub-Accounts”)
      to
      which certain funds shall be allocated and from which disbursements shall be
      made pursuant to the terms of this Security Instrument.

     

    
      
        
        

      

      
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    Section
      5.03. Permitted
      Investments.
      All
      sums deposited into the Curtailment Reserve Escrow Account, Recurring
      Replacement Reserve Sub-Account, the Reletting Reserve Sub-Account and the
      Operation and Maintenance Expense Escrow Account shall be held in an interest
      bearing account but Borrower acknowledges that Lender makes no representation
      or
      warranty as to the rate of return. Lender shall not have any liability for
      any
      loss in investments of funds in the Curtailment Reserve Escrow Account,
      Recurring Replacement Reserve Sub-Account and the Operation and Maintenance
      Expense Escrow Account and no such loss shall affect Borrower’s obligation to
      fund, or liability for funding, the Central Account and each Sub-Account and
      Escrow Account, as the case may be. Borrower agrees that Lender shall include
      all such earnings on the Curtailment Reserve Escrow Account, Recurring
      Replacement Reserve Sub-Account, the Reletting Reserve Escrow Account and the
      Operation and Maintenance Expense Escrow Account as income of Borrower (and,
      if
      Borrower is a partnership, limited liability company or other pass-through
      entity, the partners, members or beneficiaries of Borrower, as the case may
      be)
      for federal and applicable state and local tax purposes. All interest paid
      or
      other earnings on funds deposited into the Recurring Replacement Reserve
      Sub-Account, the Reletting Reserve Escrow Account and the Operation and
      Maintenance Expense Escrow Account made hereunder shall be deposited into the
      Central Account and shall be allocated to the Curtailment Reserve Escrow
      Account, Recurring Replacement Reserve Sub-Account, the Reletting Reserve Escrow
      Account and the Operation and Maintenance Expense Escrow Account. Borrower
      shall
      pay all costs, fees and expenses incurred in connection with the establishment
      and maintenance of, or the disbursement from the Curtailment Reserve Escrow
      Account, the Recurring Replacement Reserve Sub-Account, the Reletting Reserve
      Escrow Account and the Operation and Maintenance Expense Escrow Account, which
      sums shall be due and payable by Borrower upon demand and may be deducted by
      Lender from amounts on deposit in the Central Account or the Escrow
      Accounts.

     

    Section
      5.04. Servicing
      Fees.
      At the
      option of Lender, the Loan may be serviced by a servicer (the “Servicer”)
      selected by Lender and Lender may delegate all or any portion of its
      responsibilities under this Security Instrument to the Servicer. Provided that
      no Default has occurred and is continuing, Borrower shall have no obligation
      to
      reimburse Lender for servicing fees incurred in connection with the ordinary,
      routine servicing of the Loan; provided, however, that Borrower shall reimburse
      Lender for (a) any and all costs and expenses incurred after the occurrence
      of a
      Default and (b) as otherwise provided for in this Security Instrument.
      Additionally, Borrower shall pay all reasonable servicing fees of Servicer,
      if
      any, not to exceed $500.00 per month, charged in connection with any
      disbursement of funds from the Escrow Accounts pursuant to the Servicer’s then
      standard conditions and rates.

     

    Section
      5.05. Monthly
      Funding of Sub-Accounts and Escrow Accounts.
      (a) On
      or before each Payment Date during the term of the Loan, commencing on the
      first
      (1st) Payment Date occurring after the month in which the Loan is initially
      funded, Borrower shall pay or cause to be paid to Lender, the Basic Carrying
      Costs Monthly Installment, the Required Debt Service Payment, the Recurring
      Replacement Monthly Installment, the Reletting Reserve Monthly Installment
      and
      any other sums due and payable under the Loan Documents. Commencing on the
      first
      (1st) Payment Date occurring after the month in which a Sweep Period begins
      and
      during the continuance of such Sweep Period, Borrower shall pay, or cause to
      be
      paid to the Central Account, the Basic Carrying Costs Monthly Installment,
      the
      Required Debt Service Payment, the Recurring Replacement Reserve Monthly
      Installment, and all sums required to be deposited in the Operation and
      Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, if
      any,
      pursuant to this Section 5.05(a) and all funds transferred or deposited into
      the
      Central Account shall be allocated among the Sub-Accounts as follows and in
      the
      following priority:

     

    (i) first,
      to
      the Basic Carrying Costs Sub-Account, until an amount equal to the Basic
      Carrying Costs Monthly Installment for such Current Month has been allocated
      to
      the Basic Carrying Costs Sub-Account;

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    (ii) second,
      to the Debt Service Payment Sub-Account, until an amount equal to the Required
      Debt Service Payment for the Payment Date occurring in such Current Month has
      been allocated to the Debt Service Payment Sub-Account;

     

    (iii) third,
      to
      the Recurring Replacement Reserve Sub-Account, until an amount equal to the
      Recurring Replacement Monthly Installment for such Current Month has been
      allocated to the Recurring Replacement Reserve Sub-Account;

     

    (iv) fourth,
      to the Reletting Reserve Sub-Account, until an amount equal to the Reletting
      Reserve Monthly Installment for such Current Month has been allocated to the
      Reletting Reserve Sub-Account

     

    (v) fifth,
      but only during an O&M Operative Period, to the Operation and Maintenance
      Expense Sub-Account in an amount equal to the Cash Expenses, other than
      management fees payable to Affiliates of Borrower, for such Current Month
      pursuant to the related Approved Annual Budget;

     

    (vi) sixth,
      but only during an O&M Operative Period, to the Operation and Maintenance
      Expense Sub-Account in an amount equal to the amount, if any, of the Net Capital
      Expenditures for such Current Month pursuant to the related Approved Annual
      Budget; 

     

    (vii) seventh,
      but only during an O&M Operative Period, to the Operation and Maintenance
      Expense Sub-Account in an amount equal to the amount, if any, of the
      Extraordinary Expenses approved by Lender for such Current Month;

     

    (viii) eighth,
      but only during an O&M Operative Period, the balance, if any, to the
      Curtailment Reserve Sub-Account. 

     

    Provided
      that (I) no Event of Default has occurred and is continuing and (II) Lender
      has
      received the Manager Certification referred to in Section 2.09(d) hereof for
      the
      most recent period for which the same is due, Lender agrees that in each Current
      Month any amounts deposited into or remaining in the Central Account after
      the
      Sub-Accounts have been funded in accordance with of this Section 5.05(a) with
      respect to the Current Month and any periods prior thereto, shall be disbursed
      by Lender to Borrower on the Payment Date and, to the extent that funds are
      available for such purpose, on the fifteenth and twenty-fifth day of each
      Current Month or, if such days are not Business Days, on the next succeeding
      Business Day in accordance with Borrower’s irrevocable written instruction
      delivered to Lender on the Closing Date. During the existence of an Event of
      Default, no funds held in the Central Account shall be distributed to Borrower
      and Lender shall have the right to apply all or any portion of the funds held
      in
      the Central Account or any Sub-Account or any Escrow Account to the Debt in
      Lender’s sole discretion.

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    (b) On
      each
      Payment Date, (i) sums held in the Basic Carrying Costs Sub-Account shall be
      transferred to the Basic Carrying Costs Escrow Account, (ii) sums held in the
      Debt Service Payment Sub-Account, together with any amounts deposited into
      the
      Central Account that are either (x) Loss Proceeds that Lender has elected to
      apply to reduce the Debt in accordance with the terms of Article III hereof
      or
      (y) excess Loss Proceeds remaining after the completion of any restoration
      required hereunder, shall be transferred to Lender to be applied towards the
      Required Debt Service Payment, (iii) sums held in the Recurring Replacement
      Reserve Sub-Account shall be transferred to the Recurring Replacement Reserve
      Escrow Account, (iv) sums held in the Reletting Reserve Sub-Account shall be
      transferred to the Reletting Reserve Escrow Account, (v) sums held in the
      Operation and Maintenance Expense Sub-Account shall be transferred to the
      Operation and Maintenance Expense Escrow Account; and (vi) sums held in the
      Curtailment Reserve Sub-Account shall be transferred to the Curtailment Reserve
      Escrow Account. 

     

    Section
      5.06. Payment
      of Basic Carrying Costs.
      Borrower hereby agrees to pay all Basic Carrying Costs (without regard to the
      amount of money in the Basic Carrying Costs Sub-Account or the Basic Carrying
      Costs Escrow Account). At least ten (10) Business Days prior to the due date
      of
      any Basic Carrying Costs, and not more frequently than once each month, Borrower
      may notify Lender in writing and request that Lender pay such Basic Carrying
      Costs on behalf of Borrower on or prior to the due date thereof, and, provided
      that no Event of Default has occurred and that there are sufficient funds
      available in the Basic Carrying Costs Escrow Account, Lender shall make such
      payments out of the Basic Carrying Costs Escrow Account before same shall be
      delinquent. Together with each such request, Borrower shall furnish Lender
      with
      bills and all other documents necessary, as reasonably determined by Lender,
      for
      the payment of the Basic Carrying Costs which are the subject of such request.
      Borrower’s obligation to pay (or cause Lender to pay) Basic Carrying Costs
      pursuant to this Security Instrument shall include, to the extent permitted
      by
      applicable law, Impositions resulting from future changes in law which impose
      upon Lender an obligation to pay any property taxes or other Impositions or
      which otherwise adversely affect Lender’s interests as provided for in this
      Security Instrument.

     

    Provided
      that no Event of Default shall have occurred, all funds deposited into the
      Basic
      Carrying Costs Escrow Account shall be held by Lender pursuant to the provisions
      of this Security Instrument and shall be applied in payment of Basic Carrying
      Costs in accordance with the terms hereof. Should an Event of Default occur,
      the
      sums on deposit in the Basic Carrying Costs Sub-Account and the Basic Carrying
      Costs Escrow Account may be applied by Lender in payment of any Basic Carrying
      Costs or may be applied to the payment of the Debt or any other charges
      affecting all or any portion of the Property as Lender in its sole discretion
      may determine; provided,
      however,
      that no
      such application shall be deemed to have been made by operation of law or
      otherwise until actually made by Lender as herein provided.

     

    
      
        
        

      

      
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    Section
      5.07. Reletting
      Reserve Escrow Account.
      (a)
      Borrower hereby agrees to pay all Reletting Expenditures (without regard to
      the
      amount of money then available in the Reletting Reserve Sub-Account or the
      Reletting Reserve Escrow Account). Upon the execution of any Space Lease with
      respect to which Borrower is obligated to undertake or pay for any Reletting
      Expenditures, Borrower shall submit to Lender (i) an itemized line item budget
      (a “Budget”)
      reasonably acceptable to Lender outlining all of the Reletting Expenditures,
      (ii) a copy of the signed Lease for which said Reletting Expenditures relate,
      in
      each case which has an expiration date at least three (3) years after the
      commencement thereof and which is otherwise in compliance with the provisions
      of
      this Security Instrument, (iii) a copy of the plans and specifications, if
      any,
      for the proposed Reletting Expenditures and (iv) an Officer’s Certificate with
      respect to the items referred to in clauses (i) through (iii) and setting forth
      an anticipated completion date for the Reletting Expenditures. Thereafter,
      provided that no Event of Default has occurred and is continuing and that Lender
      has received a written request from Borrower for payment or reimbursement of
      any
      costs incurred in connection with any Reletting Expenditures, together with
      (i)
      unconditional lien waivers (subject only to payment), (ii) a statement from
      an
      Architect or Engineer, indicating that such portion of the Reletting
      Expenditures for which payment or reimbursement is sought has been substantially
      completed in compliance with all Legal Requirements, (iii) unless Borrower
      requests disbursement by means of check payable jointly to Borrower and the
      applicable vendor, copies of bills for such Reletting Expenditures marked “paid
      in full” (or such other documentation reasonably satisfactory to Lender to
      establish the payment of the Reletting Expenditures) for the portion due and
      for
      which payment or reimbursement is sought, (iv) upon final completion of such
      Reletting Expenditures, tenant estoppel certificates from the tenant leasing
      space in the Premises for whom the Reletting Expenditures are being made which
      indicate, among other things, that the tenant under such Space Lease has been
      in
      occupancy and open for business for at least one full calendar month and paid
      all rents due under the Space Lease without abatement, suspension, deferment,
      diminution, reduction or other allowances for at least one full calendar month,
      and (v) such other documentation as may be reasonably requested by Lender to
      establish that the Reletting Expenditures or portion thereof which are the
      subject of such request have been completed, all of which are reasonably
      acceptable in form and substance to Lender, Lender shall disburse to Borrower,
      to the extent of funds remaining in the Reletting Reserve Escrow Account, any
      actual expenses incurred in connection with such Reletting Expenditures which
      were set forth in the approved Budget provided that Borrower may make a request
      for disbursement of sums from the Reletting Reserve Escrow Account no more
      than
      once during any month and any request (other than the final request) shall
      be in
      a minimum amount of $5,000. With respect to any Reletting Expenditures which
      relate to brokerage commissions, upon the receipt of (i) copies of bills for
      such Reletting Expenditures marked “paid in full”, (ii) tenant estoppel
      certificates from the tenant leasing space in the Premises for which Lease
      the
      brokerage commissions are due which indicate, among other things, that the
      tenant under such Space Lease has been in occupancy and open for business for
      at
      least one full calendar month and paid all rents due under the Space Lease
      without abatement, suspension, deferment, diminution, reduction or other
      allowances for at least one full calendar month and (iii) a copy of the signed
      Lease for which said Reletting Expenditures relate, in each case which has
      an
      expiration date at least three (3) years, all of which are reasonably acceptable
      to Lender, Lender shall disburse to Borrower any actual expenses incurred in
      connection with such Reletting Expenditures out of the Reletting Reserve Escrow
      Account. Lender shall not be required to make any disbursements out of the
      Reletting Reserve Escrow Account if an Event of Default shall have occurred
      and
      is continuing, if more than one such request is made in any month or if
      sufficient funds are not available in the Reletting Reserve Escrow
      Account.

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition, Borrower shall pay to Lender for deposit with Lender all funds
      received by Borrower in excess of $50,000 in connection with any cancellation,
      termination or surrender of any Lease, including, but not limited to, any
      surrender or cancellation fees, buyout fees, or reimbursements for tenant
      improvements and leasing commissions ("Termination
      Payments");
      provided, as long as no Event of Default exists, when the applicable space
      is
      re-leased pursuant to a Space Lease entered into in accordance with the terms
      of
      this Security Instrument, any such Termination Payments on deposit with Lender
      and remaining after payment of all tenant improvements and leasing commissions
      in connection with such new Space Lease pursuant to 5.07(a) above shall be
      paid
      to Borrower upon the occupancy and the payment of rents due under the new Space
      Lease for at least one full calendar month.

     

    (c) Provided
      that no Event of Default shall have occurred, all funds deposited into the
      Reletting Reserve Escrow Account relating to Reletting Expenditures shall be
      held by Lender pursuant to the provisions of this Security Instrument and shall
      be applied in payment of Reletting Expenditures. Should an Event of Default
      occur, the sums on deposit in the Reletting Reserve Sub-Account and the
      Reletting Reserve Escrow Account may be applied by Lender in payment of any
      Reletting Expenditures or may be applied to the payment of the Debt or any
      other
      charges affecting all or any portion of the Property, as Lender, in its sole
      discretion, may determine; provided,
      however,
      that no
      such application shall be deemed to have been made by operation of law or
      otherwise until actually made by Lender as herein provided.


    (d) In
      the
      event that Borrower holds any letters of credit as security for obligations
      under Leases, within thirty (30) days (or if any letters of credit may expire
      within such thirty (30) day period, prior to the expiration of such letter
      of
      credit) of the occurrence of a monetary event of default or a material
      non-monetary event of default under the related Lease, Borrower shall present
      for draw and use all commercially reasonable efforts to draw the full amount
      which it is entitled to draw under such letter of credit; provided, however,
      Borrower shall not be obliged to draw on such letter of credit if (i) Borrower
      has submitted to Lender a plan of action to resolve any event of default which
      gave rise to Borrower’s right to draw on the applicable letter of credit and
      Lender shall, in its reasonable discretion, have consented to such plan or
      Borrower is precluded from making a draw on the applicable letter of credit
      by
      applicable law, and (ii) the term of such letter of credit will not expire
      prior
      to the implementation of such submitted plan. Borrower shall deliver to Lender
      all security deposits which are applied against sums due to Borrower under
      Leases (including, without limitation, all sums drawn on letters of credits
      held
      as security for obligations of tenants under Leases) and Rent paid by or on
      behalf of any lessee under a Space Lease in whole or partial consideration
      for
      the termination, cancellation or surrender of any Space Lease including, without
      limitation, surrender or cancellation fees, buy-out fees or reimbursements
      for
      tenant improvements or leasing commissions, within five (5) Business Days of
      receipt thereof and all such sums shall be held in the Reletting Reserve Escrow
      Account and shall be disbursed therefrom as set forth above.

     

    
      
        
        

      

      
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    Section
      5.08. Recurring
      Replacement Reserve Escrow Account.
      Borrower hereby agrees to pay all Recurring Replacement Expenditures with
      respect to the Property (without regard to the amount of money then available
      in
      the Recurring Replacement Reserve Sub-Account or the Recurring Replacement
      Reserve Escrow Account). Provided that Lender has received written notice from
      Borrower at least five (5) Business Days prior to the due date of any payment
      relating to Recurring Replacement Expenditures and not more frequently than
      once
      each month, and further provided that no Event of Default has occurred and
      is
      continuing, that there are sufficient funds available in the Recurring
      Replacement Reserve Escrow Account and that Borrower shall have theretofore
      furnished Lender with lien waivers, copies of bills, invoices and other
      reasonable documentation as may be required by Lender to establish that the
      Recurring Replacement Expenditures which are the subject of such request
      represent amounts due for completed or partially completed capital work and
      improvements performed at the Property, Lender shall make such payments out
      of
      the Recurring Replacement Reserve Escrow Account. 

     

    Provided
      that no Event of Default shall have occurred, all funds deposited into the
      Recurring Replacement Reserve Escrow Account shall be held by Lender pursuant
      to
      the provisions of this Security Instrument and shall be applied in payment
      of
      Recurring Replacement Expenditures. Should an Event of Default occur, the sums
      on deposit in the Recurring Replacement Reserve Sub-Account and the Recurring
      Replacement Reserve Escrow Account may be applied by Lender in payment of any
      Recurring Replacement Expenditures or may be applied to the payment of the
      Debt
      or any other charges affecting all or any portion of the Property as Lender
      in
      its sole discretion may determine; provided,
      however,
      that no
      such application shall be deemed to have been made by operation of law or
      otherwise until actually made by Lender as herein provided.

     

    Section
      5.09. Operation
      and Maintenance Expense Escrow Account.
      Borrower hereby agrees to pay all Operating Expenses with respect to the
      Property (without regard to the amount of money then available in the Operation
      and Maintenance Expense Sub-Account or the Operation and Maintenance Expense
      Escrow Account). All funds allocated to the Operation and Maintenance Expense
      Escrow Account shall be held by Lender pursuant to the provisions of this
      Security Instrument. Any sums held in the Operation and Maintenance Expense
      Escrow Account shall be disbursed to Borrower within five (5) Business Days
      of
      receipt by Lender from Borrower of (a) a written request for such disbursement
      which shall indicate the Operating Expenses (exclusive of Basic Carrying Costs
      and any management fees payable to Borrower or to Affiliates of Borrower) for
      which the requested disbursement is to pay and (b) an Officer’s Certificate
      stating that no Operating Expenses with respect to the Property are more than
      sixty (60) days past due; provided,
      however,
      in the
      event that Borrower legitimately disputes any invoice for an Operating Expense,
      and (i) no Event of Default has occurred and is continuing hereunder, (ii)
      Borrower shall have set aside adequate reserves for the payment of such disputed
      sums together with all interest and late fees thereon, (iii) Borrower has
      complied with all the requirements of this Security Instrument relating thereto,
      and (iv) the contesting of such sums shall not constitute a default under any
      other instrument, agreement, or document to which Borrower is a party, then
      Borrower may, after certifying to Lender as to items (i) through (iv) hereof,
      contest such invoice. Together with each such request, Borrower shall furnish
      Lender with bills and all other documents necessary for the payment of the
      Operating Expenses which are the subject of such request. Borrower may request
      a
      disbursement from the Operation and Maintenance Expense Escrow Account no more
      than one (1) time per calendar month. Should an Event of Default occur and
      be
      continuing, the sums on deposit in the Operation and Maintenance Expense
      Sub-Account or the Operation and Maintenance Expense Escrow Account may be
      applied by Lender in payment of any Operating Expenses for the Property or
      may
      be applied to the payment of the Debt or any other charges affecting all or
      any
      portion of the Property as Lender, in its sole discretion, may determine;
provided,
      however,
      that no
      such application shall be deemed to have been made by operation of law or
      otherwise until actually made by Lender as herein provided.

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    Section
      5.10. Intentionally
      Deleted

     

    Section
      5.11. Curtailment
      Reserve Escrow Account.
      Funds
      deposited into the Curtailment Reserve Escrow Account during an O&M
      Operative Period shall be held by Lender in the Curtailment Reserve Escrow
      Account as additional security for the Loan until the Loan has been paid in
      full. Notwithstanding anything herein to the contrary, provided that no Event
      of
      Default and no O&M Operative Period has occurred and is continuing, Lender
      shall, upon written request from Borrower, disburse all sums contained in the
      Curtailment Reserve Escrow Account to Borrower. Should an Event of Default
      occur, the sums on deposit in the Curtailment Reserve Sub-Account and the
      Curtailment Reserve Escrow Account may be applied by Lender to the payment
      of
      the Debt or other charges affecting all or any portion of the Property, as
      Lender, in its sole discretion, may determine; provided, however, that no such
      application shall be deemed to have been made by operation of law or otherwise
      until actually made by Lender as herein provided. Lender shall calculate the
      Debt Service Coverage as of the end of each fiscal quarter. Such calculation
      shall be completed within ten (10) Business Days of Lender’s receipt of the
      quarterly financial statements required under Section 2.09(b) with respect
      to
      such fiscal quarter.

     

    Section
      5.12. Intentionally
      Omitted.

     

    Section
      5.13. Loss
      Proceeds.
      In the
      event of a casualty to the Property, unless Lender elects or is required
      pursuant to Article III hereof to make all of the Insurance Proceeds available
      to Borrower for restoration, Lender and Borrower shall cause all such Insurance
      Proceeds to be paid by the insurer directly to the Central Account, whereupon
      Lender shall, after deducting Lender’s reasonable costs of recovering and paying
      out such Insurance Proceeds, including without limitation, reasonable attorneys’
fees, apply the same to reduce the Debt in accordance with the terms of the
      Note; provided,
      however,
      that if
      Lender elects, or is deemed to have elected, or is required to make the
      Insurance Proceeds available for restoration, all Insurance Proceeds in respect
      of rent loss, business interruption or similar coverage shall be maintained
      in
      the Central Account, to be applied by Lender in the manner as Rent received
      with
      respect to the operation of the Property; provided,
      further,
      however,
      that in
      the event that the Insurance Proceeds with respect to rent loss, business
      interruption or similar insurance policy are paid in a lump sum in advance,
      Lender shall hold such Insurance Proceeds in a segregated interest-bearing
      escrow account, which shall be an Eligible Account, shall estimate, in Lender’s
      reasonable discretion, the number of months required for Borrower to restore
      the
      damage caused by the casualty, shall divide the aggregate rent loss, business
      interruption or similar Insurance Proceeds by such number of months, and shall
      disburse from such bank account into the Central Account each month during
      the
      performance of such restoration such monthly installment of said Insurance
      Proceeds. In the event that Insurance Proceeds are to be applied toward
      restoration, Lender shall hold such funds in a segregated bank account at the
      Bank, which shall be an Eligible Account, and shall disburse same in accordance
      with the provisions of Section 3.04 hereof. Unless Lender elects, or is required
      pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds
      available to Borrower for restoration, Lender and Borrower shall cause all
      such
      Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall,
      after deducting Lender’s reasonable costs of recovering and paying out such
      Condemnation Proceeds, including without limitation, reasonable attorneys’ fees,
      apply same to reduce the Debt in accordance with the terms of the Note;
provided,
      however,
      that
      any Condemnation Proceeds received in connection with a temporary Taking shall
      be maintained in the Central Account, to be applied by Lender in the same manner
      as Rent received with respect to the operation of the Property; provided,
      further,
      however,
      that in
      the event that the Condemnation Proceeds of any temporary Taking are paid in
      a
      lump sum in advance, Lender shall hold such Condemnation Proceeds in a
      segregated interest-bearing bank account, which shall be an Eligible Account,
      shall estimate, in Lender’s reasonable discretion, the number of months that the
      Property shall be affected by such temporary Taking, shall divide the aggregate
      Condemnation Proceeds in connection with such temporary Taking by such number
      of
      months, and shall disburse from such bank account into the Central Account
      each
      month during the pendency of such temporary Taking such monthly installment
      of
      said Condemnation Proceeds. In the event that Condemnation Proceeds are to
      be
      applied toward restoration, Lender shall hold such funds in a segregated bank
      account at the Bank, which shall be an Eligible Account, and shall disburse
      same
      in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds
      are received by Borrower, such Loss Proceeds shall be received in trust for
      Lender, shall be segregated from other funds of Borrower, and shall be forthwith
      paid into the Central Account, or paid to Lender to hold in a segregated bank
      account at the Bank, in each case to be applied or disbursed in accordance
      with
      the foregoing. Any Loss Proceeds made available to Borrower for restoration
      in
      accordance herewith, to the extent not used by Borrower in connection with,
      or
      to the extent they exceed the cost of, such restoration, shall be paid to
      Borrower promptly following the completion of the Work.

     

    
      
        
        

      

      
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      ARTICLE
        VI: CONDEMNATION

       

      Section
        6.01. Condemnation.
        (a)
        Borrower
        shall notify Lender promptly of the commencement or threat of any Taking
        of the
        Property or any portion thereof. Lender is hereby irrevocably appointed as
        Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to
        collect, receive and retain the proceeds of any such Taking and to make any
        compromise or settlement in connection with such proceedings (subject to
        Borrower’s reasonable approval, except after the occurrence of an Event of
        Default, in which event Borrower’s approval shall not be required), subject to
        the provisions of this Security Instrument; provided, however, that Borrower
        may
        participate in any such proceedings and shall be authorized and entitled
        to
        compromise or settle any such proceeding with respect to Condemnation Proceeds
        in an amount less than five percent (5%) of the Loan Amount. Borrower shall
        execute and deliver to Lender any and all instruments reasonably required
        in
        connection with any such proceeding promptly after request therefor by Lender.
        Except as set forth above, Borrower shall not adjust, compromise, settle
        or
        enter into any agreement with respect to such proceedings without the prior
        consent of Lender. All Condemnation Proceeds are hereby assigned to and shall
        be
        paid to Lender. With respect to Condemnation Proceeds in an amount in excess
        of
        five percent (5%) of the Loan Amount, Borrower hereby authorizes Lender to
        compromise, settle, collect and receive such Condemnation Proceeds, and to
        give
        proper receipts and acquittance therefor. Subject to the provisions of this
        Article VI, Lender may apply such Condemnation Proceeds (less any cost to
        Lender
        of recovering and paying out such proceeds, including, without limitation,
        reasonable attorneys’ fees and disbursements and costs allocable to inspecting
        any repair, restoration or rebuilding work and the plans and specifications
        therefor) toward the payment of the Debt or to allow such proceeds to be
        used
        for the Work.

       

      
        
          
          

        

        
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      (b) “Substantial
        Taking”
shall
        mean (i) a Taking of such portion of the Property that would, in Lender’s
        reasonable discretion, leave remaining a balance of the Property which would
        not
        under then current economic conditions, applicable Development Laws and other
        applicable Legal Requirements, permit the restoration of the Property so
        as to
        constitute a complete, rentable facility of the same type as existed prior
        to
        the Taking, having adequate ingress and egress to the Property, the Leases
        of
        which covering 75% of the square footage of the Property immediately prior
        to
        such Taking will not be terminated due to the Taking during and following
        the
        restoration of such Property and being capable of producing a projected Net
        Operating Income (as reasonably determined by Lender) yielding a projected
        Debt
        Service Coverage therefrom for the next two (2) years of not less than the
        Required Debt Service Coverage or (ii) a Taking which occurs less than two
        (2)
        years prior to the Maturity Date or (iii) a Taking which Lender is not
        reasonably satisfied could be repaired within twelve (12) months and at least
        six (6) months prior to the Maturity Date or (iv) a Taking of fifteen percent
        (15%) or more of the Property.

       

      (c) In
        the
        case of a Substantial Taking, Condemnation Proceeds shall be payable to Lender
        in reduction of the Debt but without any prepayment fee or charge of any
        kind
        and, if Borrower elects to apply any Condemnation Proceeds it may receive
        pursuant to this Security Instrument to the payment of the Debt, Borrower
        may
        prepay the balance of the Debt without any prepayment fee or charge of any
        kind.

       

      (d) In
        the
        event of a Taking which is less than a Substantial Taking, Borrower at its
        sole
        cost and expense (whether or not the award shall have been received or shall
        be
        sufficient for restoration) shall proceed diligently to restore, or cause
        the
        restoration of, the remaining Improvements not so taken, to maintain a complete,
        rentable, self-contained fully operational facility of the same sort as existed
        prior to the Taking in as good a condition as is reasonably possible. In
        the
        event of such a Taking, Lender shall receive the Condemnation Proceeds and
        shall
        pay over the same:

       

      (i) first,
        provided no Default shall have occurred and be continuing, to Borrower to
        the
        extent of any portion of the award as may be necessary to pay the reasonable
        cost of restoration of the Improvements remaining, and

       

      (ii) second,
        to Lender, in reduction of the Debt without any prepayment premium or charge
        of
        any kind.

       

      If
        one or
        more Takings in the aggregate create a Substantial Taking, then, in such
        event,
        the sections of this Article VI above applicable to Substantial Takings shall
        apply.

       

      
        
          
          

        

        
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      (e) In
        the
        event Lender is obligated to or elects to make Condemnation Proceeds available
        for the restoration or rebuilding of the Property, such proceeds shall be
        disbursed in the manner and subject to the conditions set forth in Section
        3.04(b) hereof. If, in accordance with this Article VI, any Condemnation
        Proceeds are used to reduce the Debt, they shall be applied in accordance
        with
        the provisions of the Note and, with no prepayment fee or charge of any kind.
        Borrower shall promptly execute and deliver all instruments requested by
        Lender
        for the purpose of confirming the assignment of the Condemnation Proceeds
        to
        Lender. Application of all or any part of the Condemnation Proceeds to the
        Debt
        shall be made in accordance with the provisions of Sections 3.06 and 3.07
        hereof. No application of the Condemnation Proceeds to the reduction of the
        Debt
        shall have the effect of releasing the lien of this Security Instrument until
        the remainder of the Debt has been paid in full. In the case of any Taking,
        Lender, to the extent that Lender has not been reimbursed by Borrower, shall
        be
        entitled, as a first priority out of any Condemnation Proceeds, to reimbursement
        for all costs, fees and expenses reasonably incurred in the determination
        and
        collection of any Condemnation Proceeds. All Condemnation Proceeds deposited
        with Lender pursuant to this Section, until expended or applied as provided
        herein, shall be held in accordance with Section 3.04(b) hereof and shall
        constitute additional security for the payment of the Debt and the payment
        and
        performance of Borrower’s obligations, but Lender shall not be deemed a trustee
        or other fiduciary with respect to its receipt of such Condemnation Proceeds
        or
        any part thereof. All awards so deposited with Lender shall be held by Lender
        in
        an Eligible Account, but Lender makes no representation or warranty as to
        the
        rate or amount of interest, if any, which may accrue on any such deposit
        and
        shall have no liability in connection therewith. For purposes hereof, any
        reference to the award shall be deemed to include interest, if any, which
        has
        accrued thereon.

       

      ARTICLE
        VII: LEASES
        AND RENTS

       

      Section
        7.01. Assignment. b) Borrower
        does hereby bargain, sell, assign and set over unto Lender, all of Borrower’s
        interest in the Leases and Rents. The assignment of Leases and Rents in this
        Section 7.01 is an absolute, unconditional and present assignment from Borrower
        to Lender and not an assignment for security and the existence or exercise
        of
        Borrower’s license (revocable by Lender only during the continuance of an Event
        of Default) to collect Rent shall not operate to subordinate this assignment
        to
        any subsequent assignment. The exercise by Lender of any of its rights or
        remedies pursuant to this Section 7.01 shall not be deemed to make Lender
        a
        mortgagee-in-possession. In addition to the provisions of this Article VII,
        Borrower shall comply with all terms, provisions and conditions of the
        Assignment.

       

      (b) So
        long
        as there shall exist and be continuing no Event of Default, Borrower shall
        have
        a revocable license to take all actions with respect to all Leases and Rents,
        present and future, including the right to collect and use the Rents, subject
        to
        the terms of this Security Instrument and the Assignment.

       

    

    

      (c) In
        a
        separate instrument Borrower shall, as requested from time to time by Lender,
        assign to Lender or its nominee by specific or general assignment, any and
        all
        Leases, such assignments to be in form and content reasonably acceptable
        to
        Lender, but subject to the provisions of Section 7.01(b) hereof. Borrower
        agrees
        to deliver to Lender, within thirty (30) days after Lender’s request, a true and
        complete copy of every Lease and, within ten (10) Business Days after Lender’s
        request, a complete list of the Leases, certified by Borrower to be true,
        accurate and complete and stating the demised premises, the names of the
        lessees, the Rent payable under the Leases, the date to which such Rents
        have
        been paid, the material terms of the Leases, including, without limitation,
        the
        dates of occupancy, the dates of expiration, any Rent concessions, work
        obligations or other inducements granted to the lessees thereunder, and any
        renewal options.

       

      
        
          
          

        

        
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      (d) The
        rights of Lender contained in this Article VII, the Assignment or any other
        assignment of any Lease shall not result in any obligation or liability of
        Lender to Borrower or any lessee under a Lease or any party claiming through
        any
        such lessee or constitute an assumption by Lender of any such liability or
        obligation.

       

      (e) At
        any
        time during the continuance of an Event of Default, the license granted
        hereinabove may be revoked by Lender, and Lender or a receiver appointed
        in
        accordance with this Security Instrument may enter upon the Property, and
        collect, retain and apply the Rents toward payment of the Debt in such priority
        and proportions as Lender in its sole discretion shall deem proper.

       

      (f) In
        addition to the rights which Lender may have herein, upon the occurrence
        and
        during the continuance of any Event of Default, Lender, at its option, may
        require Borrower to pay monthly in advance to Lender, or any receiver appointed
        to collect the Rents, the fair and reasonable rental value for the use and
        occupation of such part of the Property as may be used and occupied by Borrower
        and may require Borrower to vacate and surrender possession of the Property
        to
        Lender or to such receiver and, in default thereof, Borrower may be evicted
        by
        summary proceedings or otherwise.

       

      Section
        7.02. Management
        of Property. 

       

      (a) Borrower
        shall manage the Property or cause the Property to be managed in a manner
        which
        is consistent with the Approved Manager Standard. The Manager (other than
        Borrower) shall at all times meet the Minimum Manager Credentials. All Space
        Leases shall provide for rental rates comparable to then existing local market
        rates and terms and conditions which constitute good and prudent business
        practice and are consistent with prevailing market terms and conditions,
        and
        shall be arm’s length transactions. All Space Leases shall be on a form
        previously approved by Lender with such commercially reasonable changes as
        are
        consistent with the standards of other similarly situated owners when compared
        with terms and conditions of leases in similarly situated shopping centers
        in
        similar context at the time in question, taking into account, inter alia,
        the
        type, creditworthiness and bargaining power of the prospective tenant and
        the
        location and size of the space covered by the proposed Lease, and shall provide
        that they are subordinate to this Security Instrument and that the lessees
        thereunder attorn to Lender. Borrower shall deliver copies of all Leases,
        amendments, modifications and renewals thereof to Lender. All proposed Space
        Leases for the Property shall be subject to the prior written approval of
        Lender, not to be unreasonably withheld or delayed, provided, however that
        Borrower may enter into new Space Leases with unrelated third parties without
        obtaining the prior consent of Lender provided that: (i) the leases conform
        with
        the requirements of this Section 7.02; (ii) the space to be leased pursuant
        to
        such proposed Lease, together with any other space which is leased to the
        proposed tenant or an Affiliate thereof, does not exceed 7,500 square feet;
        and
        (iii) the term of the proposed lease does not exceed five (5) years and,
        inclusive of all extensions and renewals, does not exceed ten (10) years.
        Lender’s consent to any Lease shall be deemed given, if the first correspondence
        from Borrower to Lender requesting such approval is in an envelope marked
        “PRIORITY” and contains a bold-faced, conspicuous legend at the top of the first
        page thereof stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS
        REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL
        MAY
        BE DEEMED GIVEN”, and is accompanied by the information and documents required
        above and any other information reasonably requested by Lender in writing
        prior
        to the expiration of such ten (10) Business Day period in order to adequately
        review the same has been delivered and, if Lender fails to respond or to
        expressly deny such request for approval in writing within the ten (10) Business
        Day period a second notice is delivered to Lender from Borrower in an envelope
        marked “PRIORITY” requesting approval containing a bold-faced, conspicuous
        legend at the top of the first page thereof stating that “IF YOU FAIL TO RESPOND
        TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5)
        BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Lender fails to respond
        or to expressly deny each request for approval within the five (5) Business
        Day
        period.

       

      
        
          
          

        

        
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      (b) Borrower
        (i) shall observe and perform all of its material obligations under the Leases
        pursuant to applicable Legal Requirements and shall not do or permit to be
        done
        anything to impair the value of the Leases as security for the Debt; (ii)
        shall
        promptly send copies to Lender of all notices of default which Borrower shall
        receive under the Leases; (iii) shall, consistent with the Approved Manager
        Standard, enforce all of the terms, covenants and conditions contained in
        the
        Leases to be observed or performed; (iv) shall not collect any of the Rents
        under the Leases more than one (1) month in advance (except that Borrower
        may
        collect in advance (A) such security deposits as are permitted pursuant to
        applicable Legal Requirements and are commercially reasonable in the prevailing
        market and (B) all rent deemed “additional rent” under the Leases); (v) shall
        not execute any other assignment of lessor’s interest in the Leases or the Rents
        except as otherwise expressly permitted pursuant to this Security Instrument;
        (vi) shall not cancel or terminate any of the Space Leases or accept a surrender
        thereof in any manner inconsistent with the Approved Manager Standard; (vii)
        shall not convey, transfer or suffer or permit a conveyance or transfer of
        all
        or any part of the Premises or the Improvements or of any interest therein
        so as
        to effect a merger of the estates and rights of, or a termination or diminution
        of the obligations of, lessees thereunder; (viii) shall not alter, modify
        or change the terms of any guaranty of any Major Space Lease or cancel or
        terminate any such guaranty in any manner inconsistent with the Approved
        Manager
        Standard; (ix) shall, in accordance with the Approved Manager Standard, make
        all
        reasonable efforts to seek lessees for space as it becomes vacant and enter
        into
        Leases in accordance with the terms hereof; (x) shall not materially modify,
        alter or amend any Major Space Lease or Property Agreement without Lender’s
        consent, which consent will not be unreasonably withheld or delayed; (xi)
        shall
        notify Lender promptly if any Pad Owner shall cease business operations or
        of
        the occurrence of any event of which it becomes aware affecting a Pad Owner
        or
        its property which might have any material effect on the Property; and (xii)
        shall, without limitation to any other provision hereof, execute and deliver
        at
        the reasonable request of Lender all such further assurances, confirmations
        and
        assignments in connection with the Property as are required herein and as
        Lender
        shall from time to time reasonably require.

       

      
        
          
          

        

        
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            (c) All
              security deposits of lessees, whether held in cash or any other form,
              shall be
              treated by Borrower as trust funds, shall not be commingled with any
              other funds
              of Borrower and, if cash, shall be deposited by Borrower in the Security
              Deposit
              Account. Any bond or other instrument which Borrower is permitted to
              hold in
              lieu of cash security deposits under applicable Legal Requirements
              shall be
              maintained in full force and effect unless replaced by cash deposits
              as
              hereinabove described shall, if permitted pursuant to Legal Requirements,
              at
              Lender’s option, name Lender as payee or mortgagee thereunder or be fully
              assignable to Lender and shall, in all respects, comply with applicable
              Legal
              Requirements and otherwise be reasonably satisfactory to Lender. Borrower
              shall,
              upon request, provide Lender with evidence reasonably satisfactory
              to Lender of
              Borrower’s compliance with the foregoing. During the continuance of any Event
              of
              Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal
              Requirements, turn over the security deposits (and any interest thereon)
              to
              Lender to be held by Lender in accordance with the terms of the Leases
              and all
              Legal Requirements.

             

            (d) Lender
              shall, upon request of Borrower, enter into a subordination, nondisturbance
              and
              attornment agreement (“SNDA”)
              with
              respect to each proposed tenant entering into a Lease in compliance
              with the
              requirements of this Security Instrument provided that such Lease is
              (i) with a
              tenant occupying at least 7,500 square feet of the Premises or is with
              an
              existing tenant pursuant to a Lease dated prior to the Closing Date
              which
              provides that the tenant thereunder is entitled to an SNDA or with
              any tenant
              which is renting space on a national basis which leases at least 2,000
              square
              feet of the Premises, (ii) with a tenant reasonably approved by Lender
              in
              writing prior to Borrower’s execution of any such Lease and (iii) on the
              standard form of Lease previously approved in writing by Lender with
              such
              commercially reasonable changes as are consistent with the Approved
              Manager
              Standard. Any SNDA executed by Lender shall be in Lender’s then standard form
              with such changes as Lender shall agree to and provide that in the
              event Lender
              or any purchaser at foreclosure shall succeed to Borrower’s interest in the
              Property, the Leases of such tenants will remain in full force and
              effect and be
              binding upon Lender or such purchaser and such tenant as though each
              were
              original parties thereto

             

            (e) Borrower
              covenants and agrees with Lender that (i) the Property will be managed
              at all
              times by Borrower in accordance with Borrower’s organizational documents or by a
              Manager pursuant to a management agreement approved by Lender (the
“Management
              Agreement”),
              (ii)
              after Borrower has knowledge of a fifty percent (50%) or more change
              in control
              of the ownership of Manager, Borrower will promptly give Lender notice
              thereof
              (a “Manager
              Control Notice”)
              and
              (iii) the Management Agreement (or in the case Borrower is acting as
              Manager,
              Borrower’s right to manage the Property) may be terminated by Lender at any
              time
              for cause (including, but not limited to, Manager’s gross negligence,
              misappropriation of funds, willful misconduct or fraud) or at any time
              following
              (A) the occurrence of an Event of Default, or (B) the receipt of a
              Manager
              Control Notice, or (C) the date upon which the Debt Service Coverage
              is 1.05:1.0
              or less. In the event of any such termination, a substitute managing
              agent shall
              be appointed by Borrower, subject to Lender’s prior written approval, which may
              be given or withheld in Lender’s sole discretion and which may be conditioned
              on, inter alia, a letter from each Rating Agency confirming that any
              rating
              issued by the Rating Agency in connection with a Securitization will
              not, as a
              result of the proposed change of Manager, be downgraded from the then
              current
              ratings thereof, qualified or withdrawn. Borrower may from time to
              time appoint
              a successor manager to manage the Property with Lender’s prior written consent
              which consent shall not be unreasonably withheld or delayed, provided
              that any
              such successor manager shall be a reputable management company which
              meets the
              Minimum Manager Credentials and each Rating Agency shall have confirmed
              in
              writing that any rating issued by the Rating Agency in connection with
              a
              Securitization will not, as a result of the proposed change of Manager,
              be
              downgraded from the then current ratings thereof, qualified or withdrawn.
              Borrower further covenants and agrees that Borrower shall require Manager
              (or
              any successor managers) to maintain at all times during the term of
              the Loan
              worker’s compensation insurance as required by Governmental
              Authorities.

             

            
              
                
                

              

              
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            ARTICLE
              VIII: MAINTENANCE
              AND REPAIR

             

            Section
              8.01. Maintenance
              and Repair of the Property; Alterations; Replacement of Equipment.
              Borrower
              hereby covenants and agrees:

             

            (a) Borrower
              shall not (i) desert or abandon the Property, (ii) change the use of
              the
              Property or cause or permit the use or occupancy of any part of the
              Property to
              be discontinued if such discontinuance or use change would violate
              any zoning or
              other law, ordinance or regulation; (iii) consent to or seek any lowering
              of the
              zoning classification, or greater zoning restriction affecting the
              Property; or
              (iv) take any steps whatsoever to convert the Property, or any portion
              thereof,
              to a condominium or cooperative form of ownership.

             

            (b) Borrower
              shall, at its expense, (i) take good care of the Property including
              grounds
              generally, and utility systems and sidewalks, roads, alleys, and curbs
              therein,
              and shall keep the same in good, safe and insurable condition and in
              compliance
              with all applicable Legal Requirements, (ii) promptly make or cause
              to be made
              all repairs to the Property, above grade and below grade, interior
              and exterior,
              structural and nonstructural, ordinary and extraordinary, unforeseen
              and
              foreseen, and maintain the Property in a manner appropriate for the
              facility and
              (iii) not commit or suffer to be committed any waste of the Property
              or do or
              suffer to be done anything which will increase the risk of fire or
              other hazard
              to the Property or impair the value thereof. Borrower shall keep the
              sidewalks,
              vaults, gutters and curbs comprising, or adjacent to, the Property,
              clean and
              free from dirt, snow, ice, rubbish and obstructions. All repairs made
              by
              Borrower shall be made with first-class materials, in a good and workmanlike
              manner, shall be equal or better in quality and class to the original
              work and
              shall comply with all applicable Legal Requirements and Insurance Requirements.
              To the extent any of the above obligations are obligations of tenants
              under
              Space Leases or Pad Owners or other Persons under Property Agreements,
              Borrower
              may fulfill its obligations hereunder by causing such tenants, Pad
              Owners or
              other Persons, as the case may be, to perform their obligations thereunder.
              As
              used herein, the terms “repair” and “repairs” shall be deemed to include all
              necessary replacements.

             

            (c) Borrower
              shall, except in connection with tenant improvement work under Space
              Leases
              entered into in accordance with the terms of this Security Instrument,
              not
              demolish, remove, construct, or, except as otherwise expressly provided
              herein,
              restore, or alter the Property or any portion thereof which could diminish
              the
              value of the Property nor consent to or permit any such demolition,
              removal,
              construction, restoration, addition or alteration which would diminish
              the value
              of the Property without Lender’s prior written consent in each instance, which
              consent shall not be unreasonably withheld or delayed.

             

            
              
                
                

              

              
                -71-

                
                  

                

              

              
                
                

              

            

             

            (d) Borrower
              represents and warrants to Lender that (i) there are no fixtures, machinery,
              apparatus, tools, equipment or articles of personal property attached
              or
              appurtenant to, or located on the Property, except for the Equipment
              and
              equipment leased by Borrower for the management, operation or maintenance
              of the
              Property in accordance with the Loan Documents; (ii) the Equipment
              and the
              leased equipment constitute all of the fixtures, machinery, apparatus,
              tools,
              equipment and articles of personal property necessary to the proper
              operation
              and maintenance of the Property; and (iii) all of the Equipment is
              free and
              clear of all liens, except for the lien of this Security Instrument
              and the
              Permitted Encumbrances. All right, title and interest of Borrower in
              and to all
              extensions, improvements, betterments, renewals and appurtenances to
              the
              Property hereafter acquired by, or released to, Borrower or constructed,
              assembled or placed by Borrower in the Property, and all changes and
              substitutions of the security constituted thereby, shall be and, in
              each such
              case, without any further mortgage, encumbrance, conveyance, assignment
              or other
              act by Lender or Borrower, shall become subject to the lien and security
              interest of this Security Instrument as fully and completely, and with
              the same
              effect, as though now owned by Borrower and specifically described
              in this
              Security Instrument, but at any and all times Borrower shall execute
              and deliver
              to Lender any documents Lender may reasonably deem necessary or appropriate
              for
              the purpose of specifically subjecting the same to the lien and security
              interest of this Security Instrument.


            (e) Notwithstanding
              the provisions of this Security Instrument to the contrary, Borrower
              shall have
              the right, at any time and from time to time, to remove and dispose
              of Equipment
              which may have become obsolete or unfit for use or which is no longer
              useful in
              the management, operation or maintenance of the Property. Borrower
              shall
              promptly replace any such Equipment so disposed of or removed with
              other
              Equipment of equal value and utility, free of any security interest
              or superior
              title, liens or claims; except that, if replacement of the Equipment
              so removed
              or disposed of is not necessary or desirable for the proper management,
              operation or maintenance of the Property, Borrower shall not be required
              to
              replace the same. All such replacements or additional equipment shall
              be deemed
              to constitute “Equipment” and shall be covered by the security interest herein
              granted.

             

            ARTICLE
              IX: TRANSFER
              OR ENCUMBRANCE OF THE PROPERTY

             

            Section
              9.01. Other
              Encumbrances.
              Borrower shall not further encumber or permit the further encumbrance
              in any
              manner (whether by grant of a pledge, security interest or otherwise)
              of the
              Property or any part thereof or interest therein, including, without
              limitation,
              of the Rents therefrom. In addition, Borrower shall not further encumber
              and
              shall not permit the further encumbrance in any manner (whether by
              grant of a
              pledge, security interest or otherwise) of Borrower or any direct or
              indirect
              interest in Borrower except as expressly permitted pursuant to this
              Security
              Instrument. 

             

            Section
              9.02. No
              Transfer.
              (a)
              Borrower
              acknowledges that Lender has examined and relied on the expertise of
              Borrower
              and, if applicable, each General Partner, in owning and operating properties
              such as the Property in agreeing to make the Loan and will continue
              to rely on
              Borrower’s ownership of the Property as a means of maintaining the value of
              the
              Property as security for repayment of the Debt and Borrower acknowledges
              that
              Lender has a valid interest in maintaining the value of the Property.
              Borrower
              shall not Transfer, nor permit any Transfer, without the prior written
              consent
              of Lender, which consent Lender may withhold in its sole and absolute
              discretion
              other than pursuant to Space Leases as provided herein. Lender shall
              not be
              required to demonstrate any actual impairment of its security or any
              increased
              risk of default hereunder in order to declare the Debt immediately
              due and
              payable upon a Transfer without Lender’s consent. This provision shall apply to
              every Transfer regardless of whether voluntary or not, or whether or
              not Lender
              has consented to any previous Transfer.

             

            
              
                
                

              

              
                -72-

                
                  

                

              

              
                
                

              

            

             

            (b) Notwithstanding
              any provision of this Security Instrument to the contrary, no person
              or entity
              may, after the date hereof, become an owner of a direct or indirect
              interest in
              any entity comprising Borrower, which interest exceeds forty-nine percent
              (49%),
              without Lender’s written consent in each instance and receipt by Lender of
              (x) written confirmation that any rating issued by such Rating Agency in
              connection with the Securitization will not, as a result of the proposed
              Transfer, be downgraded from the then current ratings thereof, qualified
              or
              withdrawn, and (y) a substantive non-consolidation opinion in form and
              substance acceptable to Lender.

             

            Section
              9.03. Due
              on
              Sale.
              Lender
              may declare the Debt immediately due and payable upon any Transfer
              or further
              encumbrance without Lender’s consent without regard to whether any impairment of
              its security or any increased risk of default hereunder can be demonstrated.
              This provision shall apply to every Transfer or further encumbrance
              of the
              Property or any part thereof or interest in the Property or in Borrower
              regardless of whether voluntary or not, or whether or not Lender has
              consented
              to any previous Transfer or further encumbrance of the Property or
              interest in
              Borrower.

            

              Section
                9.04. Permitted
                Transfer.
                Notwithstanding the foregoing provisions of this Article IX, the
                sale,
                conveyance or transfer of the Property in its entirety, (hereinafter,
                “Sale”)
                shall
                be permitted hereunder provided that each of the following terms
                and conditions
                are satisfied:

               

              (a) no
                Event
                of Default is then continuing hereunder or under any of the other
                Loan Documents
                and no O&M Operative Period shall have commenced and be
                continuing;

               

              (b) Lender
                shall have consented to the Sale, provided, however, in the event
                that such sale
                is being made to a nationally recognized operator of retail outlet
                shopping
                centers, Lender's consent shall not be unreasonably withheld and,
                if the
                proposed Sale is to occur at any time after a Securitization, each
                Rating Agency
                shall have delivered written confirmation that any rating issued
                by such Rating
                Agency in connection with the Securitization will not, as a result
                of the
                proposed Sale, be downgraded from the then current ratings thereof,
                qualified or
                withdrawn; provided, however, that no request for consent to the
                Sale will be
                entertained by Lender if the proposed Sale is to occur within sixty
                (60) days of
                any contemplated sale of the Loan by Lender, whether in connection
                with a
                Securitization or otherwise;

               

              (c) Borrower
                gives Lender written notice of the terms of the proposed Sale not
                less than
                forty-five (45) days before the date on which such Sale is scheduled
                to close
                and, concurrently therewith, gives Lender (i) all such information
                concerning
                the proposed transferee of the Property (hereinafter, “Buyer”)
                as
                Lender would require in evaluating an initial extension of credit
                to a borrower
                and Lender determines, in its reasonable discretion that the Buyer
                is acceptable
                to Lender in all respects and (ii) a non-refundable application fee
                equal to
                $5,000; 

               

              
                
                  
                  

                

                
                  -73-

                  
                    

                  

                

                
                  
                  

                

              

               

              (d) Borrower
                pays Lender, concurrently with the closing of such Sale, a non-refundable
                assumption fee in an amount equal to one percent (1.0%) of the then
                outstanding
                Loan Amount together with all reasonable out-of-pocket costs and
                expenses,
                including, without limitation, reasonable attorneys’ fees, incurred by Lender in
                connection with the Sale;

               

              (e) Buyer
                assumes all of the obligations under the Loan Documents and, prior
                to or
                concurrently with the closing of such Sale, Buyer executes, without
                any cost or
                expense to Lender, such documents and agreements as Lender shall
                reasonably
                require to evidence and effectuate said assumption and delivers such
                legal
                opinions as Lender may require;

               

              (f) Borrower
                and Buyer execute, without any cost or expense to Lender, new financing
                statements or financing statement amendments and any additional documents
                reasonably requested by Lender;

               

              (g) Borrower
                delivers to Lender, without any cost or expense to Lender, such endorsements
                to
                Lender’s title insurance policy, hazard insurance policy endorsements or
                certificates and other similar materials as Lender may deem necessary
                at the
                time of the Sale, all in form and substance reasonably satisfactory
                to Lender,
                including, without limitation, an endorsement or endorsements to
                Lender’s title
                insurance policy insuring the lien of this Security Instrument, extending
                the
                effective date of such policy to the date of execution and delivery
                (or, if
                later, of recording) of the assumption agreement referenced above
                in
                subparagraph (e) of this Section, with no additional exceptions added
                to such
                policy, and insuring that fee simple title to the Property is vested
                in
                Buyer;

               

              (h) Borrower
                executes and delivers to Lender, without any cost or expense to Lender,
                a
                release of Lender, its officers, directors, employees and agents,
                from all
                claims and liability relating to the transactions evidenced by the
                Loan
                Documents, through and including the date of the closing of the Sale,
                which
                agreement shall be in form and substance reasonably satisfactory
                to Lender and
                shall be binding upon Buyer; 

               

              (i) subject
                to the provisions of Section 18.32 hereof, such Sale is not construed
                so as to
                relieve Borrower of any personal liability under the Note or any
                of the other
                Loan Documents for any acts or events occurring or obligations arising
                prior to
                or simultaneously with the closing of such Sale, and Borrower executes,
                without
                any cost or expense to Lender, such documents and agreements as Lender
                shall
                reasonably require to evidence and effectuate the ratification of
                said personal
                liability; provided that, upon the closing of such Sale, if Borrower
                and Buyer
                have satisfied each of the terms of this Section 9.04, as reasonably
                determined
                by Lender, Lender shall release Borrower from all obligations arising
                after the
                closing of such Sale. Additionally, if a replacement guarantor acceptable
                to
                Lender in its reasonable discretion executes a guaranty identical
                in substance
                to the Indemnity and Guaranty, Lender shall release the existing
                Guarantor from
                any liabilities under the Indemnity and Guaranty arising after the
                closing of
                such Sale;

               

              (j) such
                Sale
                is not construed so as to relieve any Guarantor of its obligations
                under any
                guaranty or indemnity agreement executed in connection with the Loan
                and each
                such Guarantor executes, without any cost or expense to Lender, such
                documents
                and agreements as Lender shall reasonably require to evidence and
                effectuate the
                ratification of each such guaranty agreement, provided that if Buyer
                or a party
                associated with Buyer approved by Lender in its sole discretion assumes
                the
                obligations of the current Guarantor under its guaranty and Buyer
                or such party
                associated with Buyer, as applicable, executes, without any cost
                or expense to
                Lender, a new guaranty in similar form and substance to the existing
                guaranty
                and otherwise satisfactory to Lender, then Lender shall release the
                current
                Guarantor from all obligations arising under its guaranty after the
                closing of
                such Sale; and

               

              
                
                  
                  

                

                
                  -74-

                  
                    

                  

                

                
                  
                  

                

              


              (k) Buyer
                is
                a Single Purpose Entity and Lender receives a non-consolidation opinion
                relating
                to Buyer from Buyer’s counsel, which opinion is in form and substance acceptable
                to Lender.

               

              ARTICLE
                X: CERTIFICATES

               

              Section
                10.01. Estoppel
                Certificates. a) After
                request by Lender, Borrower, within fifteen (15) days and at its
                expense, will
                furnish Lender with a statement, duly acknowledged and certified,
                setting forth
                (i) the amount of the original principal amount of the Note, and
                the unpaid
                principal amount of the Note, (ii) the rate of interest of the Note,
                (iii) the
                date payments of interest and/or principal were last paid, (iv) any
                offsets or
                defenses to the payment of the Debt, and if any are alleged, the
                nature thereof,
                (v) that the Note and this Security Instrument have not been modified
                or if
                modified, giving particulars of such modification and (vi) to the
                best of
                Borrower’s knowledge, that there has occurred and is then continuing no Default
                or if such Default exists, the nature thereof, the period of time
                it has
                existed, and the action being taken to remedy such Default.

               

              (b) Within
                fifteen (15) days after written request by Borrower, Lender shall
                furnish to
                Borrower a written statement confirming the amount of the Debt, the
                maturity
                date of the Note and the date to which interest has been paid.

               

              (c) Borrower
                shall use all commercially reasonable efforts to obtain estoppel
                certificates
                from tenants in form and substance reasonably acceptable to Lender
                or in form
                and substance as provided in the applicable Leases, but, provided
                no Event of
                Default has occurred and is continuing, in no event shall Borrower
                be required
                to deliver estoppel certificates more than twice during any Loan
                Year.

               

              ARTICLE
                XI: NOTICES

               

              Section
                11.01. Notices.
                Any
                notice, demand, statement, request or consent made hereunder shall
                be in writing
                and delivered personally or sent to the party to whom the notice,
                demand or
                request is being made by Federal Express or other nationally recognized
                overnight delivery service, as follows and shall be deemed given
                when delivered
                personally or one (1) Business Day after being deposited with Federal
                Express or
                such other nationally recognized delivery service:

               

              If
                to
                Lender: To
                Lender, at the address first written above,

               

              
                	 	
                        with
                          a copy to:

                      	
                        Winston
                          & Strawn LLP

                      


              

              
                	 	 	
                        200
                          Park Avenue

                      


              

              
                	 	 	
                        New
                          York, New York 10166

                      


              

              
                	 	 	
                        Attention:
                          Corey A. Tessler, Esq.

                      


              

               

              
                	 	
                        If
                          to Borrower:

                      	
                        To
                          Borrower,
                          at the address first written above,

                      


              

               

              
                	 	
                        with
                          a copy to:

                      	
                        Hirschler
                          Fleischer

                      


                	 	 	2100 E. Cary Street


                	 	 	Richmond,
                        Virginia 23223


                	 	 	Attention:, David F. Belkowitz,
                        Esq.


                	 	 	 


                	 	If
                        to Trustee:	To
                        Trustee at the address first written
                        above


              

               

              or
                such
                other address as either Borrower, Trustee or Lender shall hereafter
                specify by
                not less than ten (10) days prior written notice as provided herein;
                provided,
                however, that notwithstanding any provision of this Article to the
                contrary,
                such notice of change of address shall be deemed given only upon
                actual receipt
                thereof. Rejection or other refusal to accept or the inability to
                deliver
                because of changed addresses of which no notice was given as herein
                required
                shall be deemed to be receipt of the notice, demand, statement, request
                or
                consent.

               

              
                
                  
                  

                

                
                  -75-

                  
                    

                  

                

                
                  
                  

                

              

               

              ARTICLE
                XII: INDEMNIFICATION

               

              Section
                12.01. Indemnification
                Covering Property.
                In
                addition, and without limitation, to any other provision of this
                Security
                Instrument or any other Loan Document, Borrower shall protect, indemnify
                and
                save harmless Lender, Trustee and their successors and assigns, and
                each of
                their agents, employees, officers, directors, stockholders, partners
                and members
                (collectively, “Indemnified
                Parties”)
                for,
                from and against any claims, demands, penalties, fines, actual liabilities,
                settlements, actual damages, actual costs and expenses of whatever
                kind or
                nature, known or unknown, contingent or otherwise, whether incurred
                or imposed
                within or outside the judicial process, including, without limitation,
                reasonable attorneys’ fees and disbursements imposed upon or incurred by or
                asserted against any of the Indemnified Parties by reason of (a)
                ownership of
                this Security Instrument, the Assignment, the Property or any part
                thereof or
                any interest therein or receipt of any Rents; (b) any accident, injury
                to or
                death of any person or loss of or damage to property occurring in,
                on or about
                the Property or any part thereof or on the adjoining sidewalks, curbs,
                parking
                areas, streets or ways; (c) any use, nonuse or condition in, on or
                about, or
                possession, alteration, repair, operation, maintenance or management
                of, the
                Property or any part thereof or on the adjoining sidewalks, curbs,
                parking
                areas, streets or ways; (d) any failure on the part of Borrower to
                perform or
                comply with any of the terms of this Security Instrument or the Assignment;
                (e)
                performance of any labor or services or the furnishing of any materials
                or other
                property in respect of the Property or any part thereof; (f) any
                claim by
                brokers, finders or similar Persons claiming to be entitled to a
                commission in
                connection with any Lease or other transaction involving the Property
                or any
                part thereof; (g) any Imposition including, without limitation, any
                Imposition
                attributable to the execution, delivery, filing, or recording of
                any Loan
                Document, Lease or memorandum thereof; (h) any lien, security interest,
                or claim
                arising on or against the Property or any part thereof under any
                Legal
                Requirement or any liability asserted against any of the Indemnified
                Parties
                with respect thereto; (i) any claim arising out of or in any way
                relating to any
                tax or other imposition on the making and/or recording of this Security
                Instrument, the Note or any of the other Loan Documents unless otherwise
                set
                forth herein; (j) a Default under Sections 2.02(f) or 2.02(g) hereof,
                (k) the
                failure of any Person to file timely with the Internal Revenue Service
                an
                accurate Form 1099-B, Statement for Recipients of Proceeds from Real
                Estate,
                Broker and Barter Exchange Transactions, which may be required in
                connection
                with the Loan, or to supply a copy thereof in a timely fashion to
                the recipient
                of the proceeds of the Loan; or (l) the claims of any lessee or any
                Person
                acting through or under any lessee or otherwise arising under or
                as a
                consequence of any Lease prior to the time Lender may have taken
                possession of
                the Property. Notwithstanding the foregoing provisions of this Section
                12.01 to
                the contrary, Borrower shall have no obligation to indemnify the
                Indemnified
                Parties pursuant to this Section 12.01 for liabilities, obligations,
                claims,
                damages, penalties, causes of action, costs and expenses relative
                to the
                foregoing which result from Lender’s, and its successors’ or assigns’, willful
                misconduct or gross negligence. Any amounts payable to Lender by
                reason of the
                application of this Section 12.01 shall constitute a part of the
                Debt secured by
                this Security Instrument and the other Loan Documents and shall become
                immediately due and payable and shall bear interest at the Default
                Rate from the
                date the liability, obligation, claim, cost or expense is sustained
                by Lender,
                as applicable, until paid. The provisions of this Section 12.01 shall
                survive
                the termination of this Security Instrument whether by repayment
                of the Debt,
                foreclosure or delivery of a deed in lieu thereof, assignment or
                otherwise. In
                case any action, suit or proceeding is brought against any of the
                Indemnified
                Parties by reason of any occurrence of the type set forth in (a)
                through (l)
                above, Borrower shall, at Borrower’s expense, resist and defend such action,
                suit or proceeding or will cause the same to be resisted and defended
                by counsel
                at Borrower’s expense for the insurer of the liability or by counsel designated
                by Borrower (unless reasonably disapproved by Lender promptly after
                Lender has
                been notified of such counsel); provided,
                however,
                that
                nothing herein shall compromise the right of Lender (or any other
                Indemnified
                Party) to appoint its own counsel at Borrower’s expense for its defense with
                respect to any action which, in the reasonable opinion of Lender
                or such other
                Indemnified Party, as applicable, presents a conflict or potential
                conflict
                between Lender or such other Indemnified Party that would make such
                separate
                representation advisable. Any Indemnified Party will give Borrower
                prompt notice
                after such Indemnified Party obtains actual knowledge of any potential
                claim by
                such Indemnified Party for indemnification hereunder. The Indemnified
                Parties
                shall not settle or compromise any action, proceeding or claim as
                to which it is
                indemnified hereunder without notice to, and provided that no Event
                of Default
                has occurred and is continuing, consultation with, Borrower.

               

              
                
                  
                  

                

                
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              ARTICLE
                XIII: DEFAULTS

               

              Section
                13.01. Events
                of Default.
                The
                Debt shall become immediately due at the option of Lender upon any
                one or more
                of the following events (“Event
                of Default”):

               

              (a) if
                the
                final payment or prepayment premium, if any, due under the Note shall
                not be
                paid on Maturity;

               

              (b) if
                any
                monthly payment of interest and/or principal due under the Note (other
                than the
                sums described in (a) above) shall not be fully paid on the date
                upon which the
                same is due and payable thereunder;

               

              
                
                  
                  

                

                
                  -77-

                  
                    

                  

                

                
                  
                  

                

              

               

              (c) if
                payment of any sum (other than the sums described in (a) above or
                (b) above)
                required to be paid pursuant to the Note, this Security Instrument
                or any other
                Loan Document shall not be paid within seven (7) Business Days after
                Lender
                delivers written notice to Borrower that same is due and payable
                thereunder or
                hereunder;

               

              (d) if
                Borrower, Guarantor or, if Borrower or Guarantor is a partnership,
                any general
                partner of Borrower or Guarantor, or, if Borrower or Guarantor is
                a limited
                liability company, any member of Borrower or Guarantor, shall institute
                or cause
                to be instituted any proceeding for the termination or dissolution
                of Borrower,
                Guarantor or any such general partner or member;


              (e) if
                the
                insurance policies required hereunder are not kept in full force
                and effect, or
                if the insurance policies are not assigned and delivered to Lender
                as herein
                provided;

               

              (f) if
                Borrower or Guarantor attempts to assign its rights under this Security
                Instrument or any other Loan Document or any interest herein or therein,
                or if
                any Transfer occurs other than in accordance with the provisions
                hereof;

               

              (g) if
                any
                representation or warranty of Borrower or Guarantor made herein or
                in any other
                Loan Document or in any certificate, report, financial statement
                or other
                instrument or agreement furnished to Lender shall prove false or
                misleading in
                any material respect as of the date the representation or warranty
                was
                made;

               

              (h) if
                Borrower, Guarantor or any general partner of Borrower or Guarantor
                shall make
                an assignment for the benefit of creditors or shall admit in writing
                its
                inability to pay its debts generally as they become due;

               

              (i) if
                a
                receiver, liquidator or trustee of Borrower, Guarantor or any general
                partner of
                Borrower or Guarantor shall be appointed or if Borrower, Guarantor
                or their
                respective general partners shall be adjudicated a bankrupt or insolvent,
                or if
                any petition for bankruptcy, reorganization or arrangement pursuant
                to federal
                bankruptcy law, or any similar federal or state law, shall be filed
                by or
                against, consented to by, or acquiesced in by, Borrower, Guarantor
                or their
                respective general partners or if any proceeding for the dissolution
                or
                liquidation of Borrower, Guarantor or their respective general partners
                shall be
                instituted; however, if such appointment, adjudication, petition
                or proceeding
                was involuntary and not consented to by Borrower, Guarantor or their
                respective
                general partners, as applicable, upon the same not being discharged,
                stayed or
                dismissed within sixty (60) days or if Borrower, Guarantor or their
                respective
                general partners shall generally not be paying its debts as they
                become
                due;

               

              (j) if
                Borrower shall be in default beyond any notice or grace period, if
                any, under
                any other mortgage or deed of trust or deed to secure debt or security
                agreement
                covering any part of the Property without regard to its priority
                relative to
                this Security Instrument; provided, however, this provision shall
                not be deemed
                a waiver of the provisions of Article IX prohibiting further encumbrances
                affecting the Property or any other provision of this Security
                Instrument;

               

              (k) if
                the
                Property becomes subject (i) to any lien or security interest which
                is superior
                to the lien of this Security Instrument, other than a lien for real
                estate taxes
                and assessments not due and payable, or (ii) to any mechanic’s, materialman’s or
                other lien which is or is asserted to be superior to the lien of
                this Security
                Instrument, and such lien shall remain undischarged (by payment,
                bonding, or
                otherwise) for ten (10) days unless contested in accordance with
                the terms
                hereof; 

               

              
                
                  
                  

                

                
                  -78-

                  
                    

                  

                

                
                  
                  

                

              

               

              (l) if
                Borrower discontinues the operation of the Property or any part thereof
                for
                reasons other than repair or restoration arising from a casualty
                or condemnation
                for ten (10) days or more; 

               

              (m) except
                as
                permitted in this Security Instrument, any material alteration, demolition
                or
                removal by, on behalf or with the consent of Borrower of any of the
                Improvements
                without the prior consent of Lender;

               

              (n) if
                Borrower consummates a transaction which would cause this Security
                Instrument or
                Lender’s rights under this Security Instrument, the Note or any other Loan
                Document to constitute a non-exempt prohibited transaction under
                ERISA or result
                in a violation of a state statute regulating government plans subjecting
                Lender
                to liability for a violation of ERISA or a state statute;

               

              (o) if
                Borrower breaches any provision of Article IX or Section 2.02(g)
                of this
                Security Instrument; or

               

              (p) if
                a
                default shall occur under any of the other terms, covenants or conditions
                of the
                Note, this Security Instrument or any other Loan Document, other
                than as set
                forth in (a) through (p) above, for ten (10) days after notice from
                Lender in
                the case of any default which can be cured by the payment of a sum
                of money, or
                for thirty (30) days after notice from Lender in the case of any
                other default
                or an additional ninety (90) days if Borrower is diligently and continuously
                effectuating a cure of a curable non-monetary default, other than
                as set forth
                in (a) through (p) above.

               

              
                
                  
                  

                

                
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              Section
                13.02. Remedies. (a) Upon
                the
                occurrence and during the continuance of any Event of Default, Lender
                may, in
                addition to any other rights or remedies available to it hereunder
                or under any
                other Loan Document, at law or in equity, take such action, without
                notice or
                demand, as it reasonably deems advisable to protect and enforce its
                rights
                against Borrower and in and to any Property including, but not limited
                to, the
                following actions, each of which may be pursued singly, concurrently
                or
                otherwise, at such time and in such order as Lender may determine,
                in its sole
                discretion, without impairing or otherwise affecting any other rights
                and
                remedies of Lender hereunder, at law or in equity: (i) declare all
                or any
                portion of the unpaid Debt to be immediately due and payable; provided,
                however,
                that upon the occurrence of any of the events specified in Section
                13.01(i), the
                entire Debt will be immediately due and payable without notice or
                demand or any
                other declaration of the amounts due and payable; or (ii) bring,
                or instruct
                Trustee to bring, an action to foreclose this Security Instrument
                and without
                applying for a receiver for the Rents, but subject to the rights
                of the tenants
                under the Leases, enter into or upon the Property or any part thereof,
                either
                personally or by its agents, nominees or attorneys, and dispossess
                Borrower and
                its agents and servants therefrom, and thereupon Lender may (A) use,
                operate,
                manage, control, insure, maintain, repair, restore and otherwise
                deal with all
                and every part of the Property and conduct the business thereat,
                (B) make
                alterations, additions, renewals, replacements and improvements to
                or on the
                Property or any part thereof, (C) exercise all rights and powers
                of Borrower
                with respect to the Property or any part thereof, whether in the
                name of
                Borrower or otherwise, including, without limitation, the right to
                make, cancel,
                enforce or modify Leases, obtain and evict tenants, and demand, sue
                for, collect
                and receive all earnings, revenues, rents, issues, profits and other
                income of
                the Property and every part thereof, and (D) apply the receipts from
                the
                Property or any part thereof to the payment of the Debt, after deducting
                therefrom all expenses (including, without limitation, reasonable
                attorneys’
fees and disbursements) reasonably incurred in connection with the
                aforesaid
                operations and all amounts necessary to pay the Impositions, insurance
                and other
                charges in connection with the Property or any part thereof, as well
                as just and
                reasonable compensation for the services of Lender’s third-party agents; or
                (iii) have an appraisal or other valuation of the Property or any
                part thereof
                performed by an Appraiser (and Borrower covenants and agrees it shall
                cooperate
                in causing any such valuation or appraisal to be performed) and any
                cost or
                expense incurred by Lender in connection therewith shall constitute
                a portion of
                the Debt and be secured by this Security Instrument and shall be
                immediately due
                and payable to Lender with interest, at the Default Rate, until the
                date of
                receipt by Lender; or (iv), sell, or instruct Trustee to sell, the
                Property
                pursuant to the Nebraska Trust Deeds Act in effect from time to time
                or as
                otherwise permitted by law, or institute, or instruct Trustee to
                institute,
                proceedings for the complete foreclosure of this Security Instrument,
                or take
                such other action as may be allowed pursuant to Legal Requirements,
                at law or in
                equity, for the enforcement of this Security Instrument in which
                case the
                Property or any part thereof may be sold for cash or credit in one
                or more
                parcels; or (v) with or without entry, and to the extent permitted
                and pursuant
                to the procedures provided by applicable Legal Requirements, institute
                proceedings for the partial foreclosure of this Security Instrument,
                or take
                such other action as may be allowed pursuant to Legal Requirements,
                at law or in
                equity, for the enforcement of this Security Instrument for the portion
                of the
                Debt then due and payable, subject to the lien of this Security Instrument
                continuing unimpaired and without loss of priority so as to secure
                the balance
                of the Debt not then due; or (vi) sell, or instruct Trustee to sell,
                the
                Property or any part thereof and any or all estate, claim, demand,
                right, title
                and interest of Borrower therein and rights of redemption thereof,
                pursuant to
                power of sale or otherwise, at one or more sales, in whole or in
                parcels, in any
                order or manner, at such time and place, upon such terms and after
                such notice
                thereof as may be required or permitted by the Nebraska Trust Deeds
                Act in
                effect from time to time or as otherwise permitted by law, at the
                discretion of
                Lender, and in the event of a sale, by power of sale, foreclosure
                or otherwise,
                of less than all of the Property, this Security Instrument shall
                continue as a
                lien on the remaining portion of the Property; or (vii) institute
                an action,
                suit or proceeding in equity for the specific performance of any
                covenant,
                condition or agreement contained in the Loan Documents, or any of
                them; or
                (viii) recover judgment on the Note or any guaranty either before,
                during or
                after (or in lieu of) any proceedings for the enforcement of this
                Security
                Instrument; or (ix) apply as a matter of strict right, or direct
                Trustee to
                apply, ex parte,
                for the
                appointment of a custodian, trustee, receiver, keeper, liquidator
                or conservator
                of the Property or any part thereof, irrespective of the adequacy
                of the
                security for the Debt and without regard to the solvency of Borrower
                or of any
                Person liable for the payment of the Debt, to which appointment Borrower
                does
                hereby consent and such receiver or other official shall have all
                rights and
                powers permitted by applicable law and such other rights and powers
                as the court
                making such appointment may confer, but the appointment of such receiver
                or
                other official shall not impair or in any manner prejudice the rights
                of Lender
                to receive the Rent with respect to any of the Property pursuant
                to this
                Security Instrument or the Assignment; or (x) require, at Lender’s option,
                Borrower to pay monthly in advance to Lender, or any receiver appointed
                to
                collect the Rents, the fair and reasonable rental value for the use
                and
                occupation of any portion of the Property occupied by Borrower and
                may require
                Borrower to vacate and surrender possession to Lender of the Property
                or to such
                receiver and Borrower may be evicted by summary proceedings or otherwise;
                or
                (xi) without notice to Borrower (A) apply all or any portion of the
                cash
                collateral in any Sub-Account and Escrow Account, including any interest
                and/or
                earnings therein, to carry out the obligations of Borrower under
                this Security
                Instrument and the other Loan Documents, to protect and preserve
                the Property
                and for any other purpose permitted under this Security Instrument
                and the other
                Loan Documents and/or (B) have all or any portion of such cash collateral
                immediately paid to Lender to be applied against the Debt in the
                order and
                priority set forth in the Note; or (xii) pursue any or all such other
                rights or
                remedies as Lender may have under the Nebraska Trust Deeds Act in
                effect from
                time to time or as otherwise permitted by applicable law or in equity;
                provided,
                however, that the provisions of this Section 13.02(a) shall not be
                construed to
                extend or modify any of the notice requirements or grace periods
                provided for
                hereunder or under any of the other Loan Documents. Borrower hereby
                waives, to
                the fullest extent permitted by Legal Requirements, any defense Borrower
                might
                otherwise raise or have by the failure to make any tenants parties
                defendant to
                a foreclosure proceeding and to foreclose their rights in any proceeding
                instituted by Lender. 

               

              
                
                  
                  

                

                
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              (b) Any
                time
                after an Event of Default Lender (or the Trustee, at the request
                of Lender),
                shall have the power, to the extent permitted by the Nebraska Trust
                Deeds Act in
                effect from time to time or other applicable law, to sell the Property
                or any
                part thereof at public auction, in such manner, at such time and
                place, upon
                such terms and conditions, and upon such public notice as Lender
                may deem best
                for the interest of Lender, or as may be required or permitted by
                the Nebraska
                Trust Deeds Act or other applicable law, consisting of advertisement
                (if
                required by law) in a newspaper of general circulation in the jurisdiction
                and
                for such period as applicable law may require and at such other times
                and under
                the power of sale herein granted or by such other methods, if any,
                as may be
                required or permitted by law to convey the Property or portions thereof
                in one
                or more sales in fee simple by Trustee’s deed to and at the cost of the
                purchaser, who shall not be liable to see to the application of the
                purchase
                money. The proceeds or avails of any sale made under or by virtue
                of this
                Section 13.02, together with any other sums which then may be held
                by Lender (or
                the Trustee) under this Security Instrument, whether under the provisions
                of
                this Section 13.02 or otherwise, shall, to the extent permitted by
                applicable
                law, be applied as follows:

               

              First:
                To
                the payment of the third-party costs and expenses reasonably incurred
                in
                connection with any such sale and to advances, fees and expenses,
                including,
                without limitation, Trustee's fees actually incurred title service
                guaranty
                fees, reasonable fees and expenses of Lender’s and Trustee’s legal counsel as
                applicable, and of any judicial proceedings wherein the same may
                be made, and of
                all expenses, liabilities and advances reasonably made or incurred
                by Lender
                under this Security Instrument, together with interest as provided
                herein on all
                such advances made by Lender, and all Impositions, except any Impositions
                or
                other charges subject to which the Property shall have been sold;

               

              
                
                  
                  

                

                
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              Second:
                To the payment of the whole amount then due, owing and unpaid under
                the Note for
                principal and interest thereon, with interest on such unpaid principal
                at the
                Default Rate from the date of the occurrence of the earliest Event
                of Default
                that formed a basis for such sale until the same is paid;

               

              Third:
                To
                the payment of any other portion of the Debt required to be paid
                by Borrower
                pursuant to any provision of this Security Instrument, the Note,
                or any of the
                other Loan Documents; and

               

              Fourth:
                To the payment of junior trust deeds, mortgages, or other lienholders;
                and


               

              Fifth:
                The surplus, if any, to Borrower or such other Persons as may be
                legally
                entitled thereto, unless otherwise required by Legal Requirements.

               

              Lender
                (or the Trustee, as applicable) and any receiver or custodian of
                the Property or
                any part thereof shall be liable to account for only those rents,
                issues,
                proceeds and profits actually received by it.

               

              (c) Trustee
                may adjourn from time to time any sale by it to be made under or
                by virtue of
                this in accordance with the Nebraska Trust Deeds Act or other applicable
                law,
                except as otherwise provided by any applicable provision of the Nebraska
                Trust
                Deeds Act or other Legal Requirements, Trustee, without further notice
                or
                publication, may make such sale at the time and place to which the
                same shall be
                so adjourned.

               

              (d) Upon
                the
                completion of any sale or sales made by Lender (or the Trustee) under
                or by
                virtue of this Section 13.02, Lender or Trustee, as applicable, or
                any officer
                of any court empowered to do so, shall execute and deliver to the
                accepted
                purchaser or purchasers a good and sufficient instrument, or good
                and sufficient
                instruments, granting, conveying, assigning and transferring all
                estate, right,
                title and interest in and to the property and rights sold. Lender
                (or Trustee,
                as applicable) is hereby irrevocably appointed the true and lawful
                attorney-in-fact of Borrower (coupled with an interest), in its name
                and stead,
                to make all necessary conveyances, assignments, transfers and deliveries
                of the
                property and rights so sold pursuant to this Section 13.02 and for
                that purpose
                Lender (or the Trustee) may execute all necessary instruments of
                conveyance,
                assignment, transfer and delivery, and may substitute one or more
                Persons with
                like power, Borrower hereby ratifying and confirming all that its
                said
                attorney-in-fact or such substitute or substitutes shall lawfully
                do by virtue
                hereof. Nevertheless, Borrower, if so requested by Lender, shall
                ratify and
                confirm any such sale or sales by executing and delivering to Lender,
                or to such
                purchaser or purchasers all such instruments as may be advisable,
                in the sole
                judgment of Lender, for such purpose, and as may be designated in
                such request.
                Any such sale or sales made under or by virtue of this Section 13.02,
                whether
                made under the power of sale herein granted or under or by virtue
                of judicial
                proceedings or a judgment or decree of foreclosure and sale, shall
                operate to
                divest all the estate, right, title, interest, claim and demand whatsoever,
                whether at law or in equity, of Borrower in and to the property and
                rights so
                sold, and shall, to the fullest extent permitted under Legal Requirements,
                be a
                perpetual bar, both at law and in equity against Borrower and against
                any and
                all Persons claiming or who may claim the same, or any part thereof,
                from,
                through or under Borrower.

               

              
                
                  
                  

                

                
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              (e) In
                the
                event of any sale made under or by virtue of this Section 13.02 (whether
                made
                under the power of sale herein granted or under or by virtue of judicial
                proceedings or a judgment or decree of foreclosure and sale), the
                entire Debt
                immediately thereupon shall, anything in the Loan Documents to the
                contrary
                notwithstanding, become due and payable.

               

              (f) Upon
                any
                sale made under or by virtue of this Section 13.02 (whether made
                under the power
                of sale herein granted or under or by virtue of judicial proceedings
                or a
                judgment or decree of foreclosure and sale), Lender may bid for and
                acquire the
                Property or any part thereof and in lieu of paying cash therefor
                may make
                settlement for the purchase price by crediting upon the Debt the
                net sales price
                after deducting therefrom the expenses of the sale and the costs
                of the
                action.

               

              (g) No
                recovery of any judgment by Lender and no levy of an execution under
                any
                judgment upon the Property or any part thereof or upon any other
                property of
                Borrower shall release the lien of this Security Instrument upon
                the Property or
                any part thereof, or any liens, rights, powers or remedies of Lender
                hereunder,
                but such liens, rights, powers and remedies of Lender shall continue
                unimpaired
                until all amounts due under the Note, this Security Instrument and
                the other
                Loan Documents are paid in full.

               

              (h) Upon
                the
                exercise by Lender (or the Trustee at the request of Lender) of any
                power,
                right, privilege, or remedy pursuant to this Security Instrument
                which requires
                any consent, approval, registration, qualification, or authorization
                of any
                Governmental Authority, Borrower agrees to execute and deliver, or
                will cause
                the execution and delivery of, all applications, certificates, instruments,
                assignments and other documents and papers that Lender or any purchaser
                of the
                Property may be required to obtain for such governmental consent,
                approval,
                registration, qualification, or authorization and Lender is hereby
                irrevocably
                appointed the true and lawful attorney-in-fact of Borrower (coupled
                with an
                interest), in its name and stead, to execute all such applications,
                certificates, instruments, assignments and other documents and
                papers.

               

              Section
                13.03. Payment
                of Debt After Default.
                Except
                as otherwise required by the Nebraska Trust Deeds Act or other applicable
                law,
                if, following the occurrence of any Event of Default, Borrower shall
                tender
                payment of an amount sufficient to satisfy the Debt in whole or in
                part at any
                time prior to a foreclosure sale or trustee's sale of the Property,
                and if at
                the time of such tender prepayment of the principal balance of the
                Note is not
                permitted by the Note or this Security Instrument, Borrower shall,
                in addition
                to the entire Debt, also pay to Lender all amounts due Lender under
                Section
                1.5(b) of the Note. If at the time of such tender, prepayment of
                the principal
                balance of the Note is permitted, such tender by Borrower shall be
                deemed to be
                a voluntary prepayment of the principal balance of the Note and Borrower
                shall,
                in addition to the entire Debt, also pay to Lender the applicable
                prepayment
                consideration specified in the Note and this Security Instrument.

               

              Section
                13.04. Possession
                of the Property.
                Upon
                the occurrence of any Event of Default hereunder and the acceleration
                of the
                Debt or any portion thereof, Borrower, if an occupant of the Property
                or any
                part thereof, upon demand of Lender, shall immediately surrender
                possession of
                the Property (or the portion thereof so occupied) to Lender, and
                if Borrower is
                permitted to remain in possession, the possession shall be as a month-to-month
                tenant of Lender and, on demand, Borrower shall pay to Lender monthly,
                in
                advance, a reasonable rental for the space so occupied and in default
                thereof
                Borrower may be dispossessed. The covenants herein contained may
                be enforced by
                a receiver of the Property or any part thereof. Nothing in this Section
                13.04
                shall be deemed to be a waiver of the provisions of this Security
                Instrument
                making the Transfer of the Property or any part thereof without Lender’s prior
                written consent an Event of Default.

               

              
                
                  
                  

                

                
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              Section
                13.05. Interest
                After Default.
                If any
                amount due under the Note, this Security Instrument or any of the
                other Loan
                Documents is not paid within any applicable notice and grace period
                after same
                is due, whether such date is the stated due date, any accelerated
                due date or
                any other date or at any other time specified under any of the terms
                hereof or
                thereof, then, in such event, Borrower shall pay interest on the
                amount not so
                paid from and after the date on which such amount first becomes due
                at the
                Default Rate; and such interest shall be due and payable at such
                rate until the
                earlier of the cure of all Events of Default or the payment of the
                entire amount
                due to Lender, whether or not any action shall have been taken or
                proceeding
                commenced to recover the same or to foreclose this Security Instrument.
                All
                unpaid and accrued interest shall be secured by this Security Instrument
                as part
                of the Debt. Nothing in this Section 13.05 or in any other provision
                of this
                Security Instrument shall constitute an extension of the time for
                payment of the
                Debt.

               

              Section
                13.06. Borrower’s
                Actions After Default.
                After
                the happening of any Event of Default and immediately upon the commencement
                of
                any action, suit or other legal proceedings by Lender to obtain judgment
                for the
                Debt, or of any other nature in aid of the enforcement of the Loan
                Documents,
                Borrower will (a) after receipt of notice of the institution of any
                such action,
                waive the issuance and service of process and enter its voluntary
                appearance in
                such action, suit or proceeding, and (b) if required by Lender, consent
                to the
                appointment of a receiver or receivers of the Property or any part
                thereof and
                of all the earnings, revenues, rents, issues, profits and income
                thereof. 

               

              Section
                13.07. Control
                by Lender After Default.
                Notwithstanding the appointment of any custodian, receiver, liquidator
                or
                trustee of Borrower, or of any of its property, or of the Property
                or any part
                thereof, to the extent permitted by Legal Requirements, Lender shall
                be entitled
                to obtain possession and control of all property now and hereafter
                covered by
                this Security Instrument and the Assignment following the occurrence
                of an Event
                of Default in accordance with the terms hereof.

               

              Section
                13.08. Right
                to Cure Defaults. (a) Upon
                the
                occurrence of any Event of Default, Lender or its agents may, but
                without any
                obligation to do so and without notice to or demand on Borrower and
                without
                releasing Borrower from any obligation hereunder, make or do the
                same in such
                manner and to such extent as Lender may deem necessary to protect
                the security
                hereof. Lender and its agents are authorized to enter upon the Property
                or any
                part thereof for such purposes, or appear in, defend, or bring any
                action or
                proceedings to protect Lender’s interest in the Property or any part thereof or
                to foreclose this Security Instrument or collect the Debt, and the
                cost and
                expense thereof (including reasonable attorneys’ fees to the extent permitted by
                law), with interest as provided in this Section 13.08, shall constitute
                a
                portion of the Debt and shall be immediately due and payable to Lender
                upon
                demand. All such costs and expenses incurred by Lender or its agents
                in
                remedying such Event of Default or in appearing in, defending, or
                bringing any
                such action or proceeding shall bear interest at the Default Rate,
                for the
                period from the date so demanded to the date of payment to Lender.
                All such
                costs and expenses incurred by Lender or its agents together with
                interest
                thereon calculated at the above rate shall be deemed to constitute
                a portion of
                the Debt and be secured by this Security Instrument.

               

              
                
                  
                  

                

                
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              (b) If
                Lender
                makes any payment or advance that Lender is authorized by this Security
                Instrument to make in the place and stead of Borrower (i) relating
                to the
                Impositions or tax liens asserted against the Property, Lender may
                do so
                according to any bill, statement or estimate procured from the appropriate
                public office without inquiry into the accuracy of the bill, statement
                or
                estimate or into the validity of any of the Impositions or the tax
                liens or
                claims thereof; (ii) relating to any apparent or threatened adverse
                title, lien,
                claim of lien, encumbrance, claim or charge, Lender will be the sole
                judge of
                the legality or validity of same; or (iii) relating to any other
                purpose
                authorized by this Security Instrument but not enumerated in this
                Section 13.08,
                Lender may do so whenever, in its judgment and discretion, the payment
                or
                advance seems necessary or desirable to protect the Property and
                the full
                security interest intended to be created by this Security Instrument.
                In
                connection with any payment or advance made pursuant to this Section
                13.08,
                Lender has the option and is authorized, but in no event shall be
                obligated, to
                obtain a continuation report of title prepared by a title insurance
                company. The
                payments and the advances made by Lender pursuant to this Section
                13.08 and the
                cost and expenses of said title report will be due and payable by
                Borrower on
                demand, together with interest at the Default Rate, and will be secured
                by this
                Security Instrument.

               

              Section
                13.09. Late
                Payment Charge.
                If any
                portion of the Debt is not paid in full on or before the day on which
                it is due
                and payable hereunder Borrower shall pay to Lender an amount equal
                to five
                percent (5%) of such unpaid portion of the Debt (“Late
                Charge”)
                to
                defray the expense incurred by Lender in handling and processing
                such delinquent
                payment, and such amount shall constitute a part of the Debt; provided,
                that no
                late charge shall be due and payable if Borrower fails to repay the
                Loan
                evidenced hereby upon the Maturity Date (whether by acceleration
                or
                otherwise). 

               

              Section
                13.10. Recovery
                of Sums Required to Be Paid.
                Lender
                shall have the right from time to time to take action to recover
                any sum or sums
                which constitute a part of the Debt as the same become due and payable
                hereunder
                (after the expiration of any grace period or the giving of any notice
                herein
                provided, if any), without regard to whether or not the balance of
                the Debt
                shall be due, and without prejudice to the right of Lender thereafter
                to bring
                an action of foreclosure, or any other action, for a default or defaults
                by
                Borrower existing at the time such earlier action was commenced.

               

              Section
                13.11. Marshalling
                and Other Matters.
                Borrower hereby waives, to the fullest extent permitted by law, the
                benefit of
                all appraisement, valuation, stay, extension, reinstatement, redemption
                (both
                equitable and statutory) and homestead laws now or hereafter in force
                and all
                rights of marshalling in the event of any sale hereunder of the Property
                or any
                part thereof or any interest therein. Further, Borrower hereby expressly
                waives
                any and all rights of redemption from sale under any order or decree
                of
                foreclosure of this Security Instrument on behalf of Borrower, whether
                equitable
                or statutory and on behalf of each and every Person acquiring any
                interest in or
                title to the Property or any part thereof subsequent to the date
                of this
                Security Instrument and on behalf of all Persons to the fullest extent
                permitted
                by applicable law.

               

              
                
                  
                  

                

                
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              Section
                13.12. Tax
                Reduction Proceedings.
                After
                an Event of Default, Borrower shall be deemed to have appointed Lender
                as its
                attorney-in-fact to seek a reduction or reductions in the assessed
                valuation of
                the Property for real property tax purposes or for any other purpose
                and to
                prosecute any action or proceeding in connection therewith. This
                power, being
                coupled with an interest, shall be irrevocable for so long as any
                part of the
                Debt remains unpaid and any Event of Default shall be continuing.

               

              Section
                13.13. General
                Provisions Regarding Remedies.

               

              (a) Right
                to Terminate Proceedings.
                Lender
                or Trustee may terminate or rescind any proceeding or other action
                brought in
                connection with its exercise of the remedies provided in Section
                13.02 at any
                time before the conclusion thereof, as determined in Lender’s sole discretion
                and without prejudice to Lender or Trustee.

               

              (b) No
                Waiver or Release.
                The
                failure of Lender or Trustee to exercise any right, remedy or option
                provided in
                the Loan Documents shall not be deemed a waiver of such right, remedy
                or option
                or of any covenant or obligation contained in the Loan Documents.
                No acceptance
                by Lender of any payment after the occurrence of an Event of Default
                and no
                payment by Lender of any payment or obligation for which Borrower
                is liable
                hereunder shall be deemed to waive or cure any Event of Default except
                as
                otherwise required by the Nebraska Trust Deeds Act or other applicable
                law. No
                sale of all or any portion of the Property, no forbearance on the
                part of
                Lender, and no extension of time for the payment of the whole or
                any portion of
                the Debt or any other indulgence given by Lender to Borrower or any
                other
                Person, shall operate to release or in any manner affect the interest
                of Lender
                in the Property or the liability of Borrower to pay the Debt. No
                waiver by
                Lender shall be effective unless it is in writing and then only to
                the extent
                specifically stated.

               

              (c) No
                Impairment; No Releases.
                The
                interests and rights of Lender under the Loan Documents shall not
                be impaired by
                any indulgence, including (i) any renewal, extension or modification
                which
                Lender may grant with respect to any of the Debt; (ii) any surrender,
                compromise, release, renewal, extension, exchange or substitution
                which Lender
                may grant with respect to the Property or any portion thereof; or
                (iii) any
                release or indulgence granted to any maker, endorser, guarantor or
                surety of any
                of the Debt.

               

              (d) Effect
                on Judgment.
                No
                recovery of any judgment by Lender and no levy of an execution under
                any
                judgment upon the Property or any portion thereof shall affect in
                any rights,
                powers or remedies of Lender hereunder or thereunder. Such lien,
                rights, powers
                and remedies of Lender shall continue unimpaired as before.

               

              ARTICLE
                XIV: COMPLIANCE
                WITH REQUIREMENTS

               

              Section
                14.01. Compliance
                with Legal Requirements. (a) Borrower
                shall promptly comply with all present and future Legal Requirements,
                foreseen
                and unforeseen, ordinary and extraordinary, whether requiring structural
                or
                nonstructural repairs or alterations including, without limitation,
                all zoning,
                subdivision, building, safety and environmental protection, land
                use and
                development Legal Requirements, all Legal Requirements which may
                be applicable
                to the curbs adjoining the Property or to the use or manner of use
                thereof, and
                all rent control, rent stabilization and all other similar Legal
                Requirements
                relating to rents charged and/or collected in connection with the
                Leases.
                Borrower represents and warrants that the Property to the best of
                Borrower’s
                knowledge is in compliance in all material respects with all Legal
                Requirements
                as of the date hereof, no notes or notices of violations of any Legal
                Requirements have been entered or received by Borrower and there
                is no basis for
                the entering of such notes or notices.

               

              
                
                  
                  

                

                
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              (b) Borrower
                shall have the right to contest by appropriate legal proceedings
                diligently
                conducted in good faith, without cost or expense to Lender, the validity
                or
                application of any Legal Requirement and to suspend compliance therewith
                if
                permitted under applicable Legal Requirements, provided (i) failure
                to comply
                therewith may not subject Lender to any civil or criminal liability,
                (ii) prior
                to and during such contest, Borrower shall furnish to Lender security
                reasonably
                satisfactory to Lender, in its discretion, against loss or injury
                by reason of
                such contest or non-compliance with such Legal Requirement, (iii)
                no Default or
                Event of Default shall exist during such proceedings and such contest
                shall not
                otherwise violate any of the provisions of any of the Loan Documents,
                (iv) such
                contest shall not (unless Borrower shall comply with the provisions
                of clause
                (ii) of this Section 14.01(b)) subject the Property to any lien or
                encumbrance
                the enforcement of which is not suspended or otherwise affect the
                priority of
                the lien of this Security Instrument; (v) such contest shall not
                affect the
                ownership, use or occupancy of the Property; (vi) the Property or
                any part
                thereof or any interest therein shall not be in any danger of being
                sold,
                forfeited or lost by reason of such contest by Borrower; (vii) Borrower
                shall
                give Lender prompt notice of the commencement of such proceedings
                and, upon
                request by Lender, notice of the status of such proceedings and/or
                confirmation
                of the continuing satisfaction of the conditions set forth in clauses
                (i) - (vi)
                of this Section 14.01(b); and (viii) upon a final determination of
                such
                proceeding, Borrower shall take all steps necessary to comply with
                any
                requirements arising therefrom.

               

              (c) Borrower
                shall at all times comply with all applicable Legal Requirements
                with respect to
                the construction, use and maintenance of any vaults adjacent to the
                Property. If
                by reason of the failure to pay taxes, assessments, charges, permit
                fees,
                franchise taxes or levies of any kind or nature, the continued use
                of the vaults
                adjacent to Property or any part thereof is discontinued, Borrower
                nevertheless
                shall, with respect to any vaults which may be necessary for the
                continued use
                of the Property, take such steps (including the making of any payment)
                to ensure
                the continued use of vaults or replacements.

               

              Section
                14.02. Compliance
                with Recorded Documents; No Future Grants.
                Borrower shall promptly perform and observe or cause to be performed
                and
                observed, all of the terms, covenants and conditions of all Property
                Agreements
                and all things necessary to preserve intact and unimpaired any and
                all
                appurtenances or other interests or rights affecting the Property.

               

              ARTICLE
                XV: PREPAYMENT

               

              Section
                15.01. Prepayment.
                 Except
                as
                set forth in Section 1.5 of the Note, no prepayment of the Debt may
                be made in
                whole or in part.

               

              
                
                  
                  

                

                
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              ARTICLE
                XVI: ENVIRONMENTAL
                COMPLIANCE

               

              Section
                16.01. Covenants,
                Representations and Warranties.
                 (a) Borrower
                has not, at any time, and, to Borrower’s best knowledge, except as set forth in
                the Environmental Report, no other Person has at any time, handled,
                buried,
                stored, retained, refined, transported, processed, manufactured,
                generated,
                produced, spilled, allowed to seep, leak, escape or leach, or pumped,
                poured,
                emitted, emptied, discharged, injected, dumped, transferred or otherwise
                disposed of or dealt with Hazardous Materials on, to or from the
                Premises or any
                other real property owned and/or occupied by Borrower (other than
                in compliance
                with all Legal Requirements), and Borrower does not intend to and
                shall not use
                the Property or any part thereof or any such other real property
                for the purpose
                of handling, burying, storing, retaining, refining, transporting,
                processing,
                manufacturing, generating, producing, spilling, seeping, leaking,
                escaping,
                leaching, pumping, pouring, emitting, emptying, discharging, injecting,
                dumping,
                transferring or otherwise disposing of or dealing with Hazardous
                Materials,
                except for use and storage for use of heating oil, cleaning fluids,
                pesticides
                and other substances customarily used in the operation of properties
                that are
                being used for the same purposes as the Property is presently being
                used,
                provided such use and/or storage for use is in compliance with the
                requirements
                hereof and the other Loan Documents and does not give rise to liability
                under
                applicable Legal Requirements or Environmental Statutes or be the
                basis for a
                lien against the Property or any part thereof. In addition, without
                limitation
                to the foregoing provisions, Borrower represents and warrants that,
                to the best
                of its knowledge, except as previously disclosed in writing to Lender
                or in the
                Environmental Report or Engineering Report, there is no asbestos
                in, on, over,
                or under all or any portion of the fire-proofing or any other portion
                of the
                Property.

               

              (b) Borrower
                knows of no seepage, leak, escape, leach, discharge, injection, release,
                emission, spill, pumping, pouring, emptying or dumping of Hazardous
                Materials
                into waters on, under or adjacent to the Property or any part thereof
                or any
                other real property owned and/or occupied by Borrower, or onto lands
                from which
                such Hazardous Materials might seep, flow or drain into such waters,
                except as
                disclosed in the Environmental Report.

               

              (c) Borrower
                shall not permit any Hazardous Materials to be handled, buried, stored,
                retained, refined, transported, processed, manufactured, generated,
                produced,
                spilled, allowed to seep, leak, escape or leach, or to be pumped,
                poured,
                emitted, emptied, discharged, injected, dumped, transferred or otherwise
                disposed of or dealt with on, under, to or from the Property or any
                portion
                thereof at any time, except for use and storage for use of heating
                oil, ordinary
                cleaning fluids, pesticides and other substances customarily used
                in the
                operation of properties that are being used for the same purposes
                as the
                Property is presently being used, provided such use and/or storage
                for use is in
                compliance with the requirements hereof and the other Loan Documents
                and does
                not give rise to liability under applicable Legal Requirements or
                be the basis
                for a lien against the Property or any part thereof.

               

              (d) Borrower
                represents and warrants that no actions, suits, or proceedings have
                been
                commenced, or are pending, or to the best knowledge of Borrower,
                are threatened
                with respect to any Legal Requirement governing the use, manufacture,
                storage,
                treatment, transportation, or processing of Hazardous Materials with
                respect to
                the Property or any part thereof. Borrower has received no notice
                of, and,
                except as disclosed in the Environmental Report, after due inquiry,
                has no
                knowledge of any fact, condition, occurrence or circumstance which
                with notice
                or passage of time or both would give rise to a claim under or pursuant
                to any
                Environmental Statute pertaining to Hazardous Materials on, in, under
                or
                originating from the Property or any part thereof or any other real
                property
                owned or occupied by Borrower or arising out of the conduct of Borrower,
                including, without limitation, pursuant to any Environmental
                Statute.

               

              
                
                  
                  

                

                
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              (e) Borrower
                has not waived any Person’s liability with regard to Hazardous Materials in, on,
                under or around the Property, nor has Borrower retained or assumed,
                contractually or by operation of law, any other Person’s liability relative to
                Hazardous Materials or any claim, action or proceeding relating
                thereto.


              (f) In
                the
                event that there shall be filed a lien against the Property or any
                part thereof
                pursuant to any Environmental Statute pertaining to Hazardous Materials,
                Borrower shall, within sixty (60) days or, in the event that the
                applicable
                Governmental Authority has commenced steps to cause the Premises
                or any part
                thereof to be sold pursuant to the lien, within fifteen (15) days,
                from the date
                that Borrower receives notice of such lien, either (i) pay the claim
                and remove
                the lien from the Property, or (ii) furnish (A) a bond satisfactory
                to Lender in
                the amount of the claim out of which the lien arises, (B) a cash
                deposit in the
                amount of the claim out of which the lien arises, or (C) other security
                reasonably satisfactory to Lender in an amount sufficient to discharge
                the claim
                out of which the lien arises.

               

              (g) Borrower
                represents and warrants that (i) except as disclosed in the Environmental
                Report, Borrower has no knowledge of any violation of any Environmental
                Statute
                or any Environmental Problem in connection with the Property, nor
                has Borrower
                been requested or required by any Governmental Authority to perform
                any remedial
                activity or other responsive action in connection with any Environmental
                Problem
                and (ii) neither the Property nor any other property owned by Borrower is
                included or, to Borrower’s best knowledge, proposed for inclusion on the
                National Priorities List issued pursuant to CERCLA by the United
                States
                Environmental Protection Agency (the “EPA”)
                or on
                the inventory of other potential “Problem” sites issued by the EPA and has not
                otherwise been identified by the EPA as a potential CERCLA site or
                included or,
                to Borrower’s knowledge, after due inquiry and investigation, proposed for
                inclusion on any list or inventory issued pursuant to any other Environmental
                Statute, if any, or issued by any other Governmental Authority. Borrower
                covenants that Borrower will comply with all Environmental Statutes
                affecting or
                imposed upon Borrower or the Property.

               

              (h) Borrower
                covenants that it shall promptly notify Lender of the presence and/or
                release of
                any Hazardous Materials and of any request for information or any
                inspection of
                the Property or any part thereof by any Governmental Authority with
                respect to
                any Hazardous Materials and provide Lender with copies of such request
                and any
                response to any such request or inspection. Borrower covenants that
                it shall, in
                compliance with applicable Legal Requirements, conduct and complete
                all
                investigations, studies, sampling and testing (and promptly shall
                provide Lender
                with copies of any such studies and the results of any such test)
                and all
                remedial, removal and other actions necessary to clean up and remove
                all
                Hazardous Materials in, on, over, under, from or affecting the Property
                or any
                part thereof in accordance with all such Legal Requirements applicable
                to the
                Property or any part thereof to the satisfaction of Lender.

               

              
                
                  
                  

                

                
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              (i) Following
                the occurrence of an Event of Default that is continuing hereunder,
                and without
                regard to whether Lender shall have taken possession of the Property
                or a
                receiver has been requested or appointed or any other right or remedy
                of Lender
                has or may be exercised hereunder or under any other Loan Document,
                Lender shall
                have the right (but no obligation) to conduct such investigations,
                studies,
                sampling and/or testing of the Property or any part thereof as Lender
                may, in
                its discretion, determine to conduct, relative to Hazardous Materials.
                All costs
                and expenses incurred in connection therewith including, without
                limitation,
                consultants’ fees and disbursements and laboratory fees, shall constitute a part
                of the Debt and shall, upon demand by Lender, be immediately due
                and payable and
                shall bear interest at the Default Rate from the date so demanded
                by Lender
                until reimbursed. Borrower shall, at its sole cost and expense, fully
                and
                expeditiously cooperate in all such investigations, studies, samplings
                and/or
                testings including, without limitation, providing all relevant information
                and
                making knowledgeable people available for interviews.

               

              (j) Borrower
                represents and warrants that, except as disclosed in the Environmental
                Report,
                all paint and painted surfaces existing within the interior or on
                the exterior
                of the Improvements are not flaking, peeling, cracking, blistering,
                or chipping,
                and do not contain lead or are maintained in a condition that prevents
                exposure
                of young children to lead-based paint, as of the date hereof, and
                that the
                current inspections, operation, and maintenance program at the Property
                with
                respect to lead-based paint is consistent with FNMA guidelines and
                sufficient to
                ensure that all painted surfaces within the Property shall be maintained
                in a
                condition that prevents exposure of tenants to lead-based paint.
                To Borrower’s
                knowledge, there have been no claims for adverse health effects from
                exposure on
                the Property to lead-based paint or requests for the investigation,
                assessment
                or removal of lead-based paint at the Property.

               

              (k) Borrower
                represents and warrants that except in accordance with all applicable
                Environmental Statutes and as disclosed in the Environmental Report,
                (i) no
                underground treatment or storage tanks or pumps or water, gas, or
                oil wells are
                or have been located about the Property, (ii) no PCBs or transformers,
                capacitors, ballasts or other equipment that contain dielectric fluid
                containing
                PCBs are located about the Property, (iii) no insulating material
                containing urea formaldehyde is located about the Property and (iv)
                no
                asbestos-containing material
                is
                located about the Property.

               

              Section
                16.02. Environmental
                Indemnification.
                Borrower shall defend, indemnify and hold harmless the Indemnified
                Parties for,
                from and against any claims, demands, penalties, fines, liabilities,
                settlements, damages, costs and expenses of whatever kind or nature,
                known or
                unknown, contingent or otherwise, whether incurred or imposed within
                or outside
                the judicial process, including, without limitation, reasonable attorneys’ and
                consultants’ fees and disbursements and investigations and laboratory fees
                arising out of, or in any way related to any Environmental Problem,
                including
                without limitation:

               

              (a) the
                presence, disposal, escape, seepage, leakage, spillage, discharge,
                emission,
                release or threat of release of any Hazardous Materials in, on, over,
                under,
                from or affecting the Property or any part thereof whether or not
                disclosed by
                the Environmental Report;

               

              
                
                  
                  

                

                
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              (b) any
                personal injury (including wrongful death, disease or other health
                condition
                related to or caused by, in whole or in part, any Hazardous Materials)
                or
                property damage (real or personal) arising out of or related to any
                Hazardous
                Materials in, on, over, under, from or affecting the Property or
                any part
                thereof whether or not disclosed by the Environmental Report;

               

              (c) any
                action, suit or proceeding brought or threatened, settlement reached,
                or order
                of any Governmental Authority relating to such Hazardous Material
                whether or not
                disclosed by the Environmental Report; and/or

               

              (d) any
                violation of the provisions, covenants, representations or warranties
                of Section
                16.01 hereof or of any Legal Requirement which is based on or in
                any way related
                to any Hazardous Materials in, on, over, under, from or affecting
                the Property
                or any part thereof including, without limitation, the cost of any
                work
                performed and materials furnished in order to comply therewith whether
                or not
                disclosed by the Environmental Report.

               

              Notwithstanding
                the foregoing provisions of this Section 16.02 to the contrary, Borrower
                shall
                have no obligation to indemnify Lender for liabilities, claims, damages,
                penalties, causes of action, costs and expenses relative to the foregoing
                which
                result directly from Lender’s willful misconduct or gross negligence. Any
                amounts payable to Lender by reason of the application of this Section
                16.02
                shall be secured by this Security Instrument and shall, upon demand
                by Lender,
                become immediately due and payable and shall bear interest at the
                Default Rate
                from the date so demanded by Lender until paid.

               

              This
                indemnification shall survive the termination of this Security Instrument
                whether by repayment of the Debt, foreclosure or deed in lieu thereof,
                assignment, or otherwise. The indemnity provided for in this Section
                16.02 shall
                not be included in any exculpation of Borrower or its principals
                from personal
                liability provided for in this Security Instrument or in any of the
                other Loan
                Documents. Nothing in this Section 16.02 shall be deemed to deprive
                Lender of
                any rights or remedies otherwise available to Lender, including,
                without
                limitation, those rights and remedies provided elsewhere in this
                Security
                Instrument or the other Loan Documents. The foregoing indemnity shall
                specifically not include any such costs relating to Hazardous Materials
                which
                are initially placed on, in or under any of the Properties after
                foreclosure or
                other taking of title of such Properties by Lender or its successors
                or
                assigns.

               

              ARTICLE
                XVII: ASSIGNMENTS

               

              Section
                17.01. Participations
                and Assignments.
                Lender
                shall have the right to assign this Security Instrument and/or any
                of the Loan
                Documents, and to transfer, assign or sell participations and subparticipations
                (including blind or undisclosed participations and subparticipations)
                in the
                Loan Documents and the obligations hereunder to any Person; provided,
                however,
                that no such participation shall increase, decrease or otherwise
                affect either
                Borrower’s or Lender’s obligations under this Security Instrument or the other
                Loan Documents or increase the Debt.

               

              
                
                  
                  

                

                
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    ARTICLE
      XVIII: MISCELLANEOUS

     

    Section
      18.01. Right
      of Entry.
      Lender
      and its agents shall have the right to enter and inspect the Property or any
      part thereof at all reasonable times, and, except in the event of an emergency,
      upon reasonable notice and to inspect Borrower’s books and records and to make
      abstracts and reproductions thereof.

     

    Section
      18.02. Cumulative
      Rights.
      The
      rights of Lender under this Security Instrument shall be separate, distinct
      and
      cumulative and none shall be given effect to the exclusion of the others. No
      act
      of Lender shall be construed as an election to proceed under any one provision
      herein to the exclusion of any other provision. Lender shall not be limited
      exclusively to the rights and remedies herein stated but shall be entitled,
      subject to the terms of this Security Instrument, to every right and remedy
      now
      or hereafter afforded by law, including but not limited to those rights and
      remedies provided by the Nebraska Trust Deeds Act in effect from time to
      time.

     

    Section
      18.03. Liability.
      If
      Borrower consists of more than one Person, the obligations and liabilities
      of
      each such Person hereunder shall be joint and several.

     

    Section
      18.04. Exhibits
      Incorporated.
      The
      information set forth on the cover hereof, and the Exhibits annexed hereto,
      are
      hereby incorporated herein as a part of this Security Instrument with the same
      effect as if set forth in the body hereof.

     

    Section
      18.05. Severable
      Provisions.
      If any
      term, covenant or condition of the Loan Documents including, without limitation,
      the Note or this Security Instrument, is held to be invalid, illegal or
      unenforceable in any respect, such Loan Document shall be construed without
      such
      provision.

     

    Section
      18.06. Duplicate
      Originals.
      This
      Security Instrument may be executed in any number of duplicate originals and
      each such duplicate original shall be deemed to constitute but one and the
      same
      instrument.

     

    Section
      18.07. No
      Oral Change.
      The
      terms of this Security Instrument, together with the terms of the Note and
      the
      other Loan Documents, constitute the entire understanding and agreement of
      the
      parties hereto and supersede all prior agreements, understandings and
      negotiations between Borrower and Lender with respect to the Loan. This Security
      Instrument, and any provisions hereof, may not be modified, amended, waived,
      extended, changed, discharged or terminated orally or by any act on the part
      of
      Borrower or Lender, but only by an agreement in writing signed by the party
      against whom enforcement of any modification, amendment, waiver, extension,
      change, discharge or termination is sought.

     

    Section
      18.08. Waiver
      of Counterclaim, Etc.
      BORROWER HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A
      COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY
      LENDER OR ITS AGENTS, AND WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER OR IN ANY COUNTERCLAIM BORROWER
      MAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH MAY BE ASSERTED BY LENDER OR
      ITS
      AGENTS, AGAINST BORROWER, OR IN ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
      ANY
      WAY CONNECTED WITH THIS SECURITY INSTRUMENT OR THE DEBT.

     

    
      
        
        

      

      
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    Section
      18.09. Headings;
      Construction of Documents; etc.
      The
      table of contents, headings and captions of various paragraphs of this Security
      Instrument are for convenience of reference only and are not to be construed
      as
      defining or limiting, in any way, the scope or intent of the provisions hereof.
      Borrower acknowledges that it was represented by competent counsel in connection
      with the negotiation and drafting of this Security Instrument and the other
      Loan
      Documents and that neither this Security Instrument nor the other Loan Documents
      shall be subject to the principle of construing the meaning against the Person
      who drafted same.

     

    Section
      18.10. Sole
      Discretion of Lender.
      Whenever Lender exercises any right given to it to approve or disapprove, or
      any
      arrangement or term is to be satisfactory to Lender, the decision of Lender
      to
      approve or disapprove or to decide that arrangements or terms are satisfactory
      or not satisfactory shall be in the sole discretion of Lender and shall be
      final
      and conclusive, except as may be otherwise specifically provided
      herein.

     

    Section
      18.11. Waiver
      of Notice.
      Except
      as otherwise provided herein or as required by applicable law, Borrower shall
      not be entitled to any notices of any nature whatsoever from Lender except
      with
      respect to matters for which this Security Instrument specifically and expressly
      provides for the giving of notice by Lender to Borrower and except with respect
      to matters for which Borrower is not, pursuant to applicable Legal Requirements,
      permitted to waive the giving of notice.

     

    Section
      18.12. Covenants
      Run with the Land.
      All of
      the grants, covenants, terms, provisions and conditions herein shall run with
      the Premises, shall be binding upon Borrower and shall inure to the benefit
      of
      Lender, subsequent holders of this Security Instrument and their successors
      and
      assigns. Without limitation to any provision hereof, the term “Borrower” shall
      include and refer to the borrower named herein, any subsequent owner of the
      Property, and its respective heirs, executors, legal representatives, successors
      and assigns. The representations, warranties and agreements contained in this
      Security Instrument and the other Loan Documents are intended solely for the
      benefit of the parties hereto, shall confer no rights hereunder, whether legal
      or equitable, in any other Person and no other Person shall be entitled to
      rely
      thereon.

     

    Section
      18.13. Applicable
      Law.
      THIS
      SECURITY INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
      BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEBRASKA APPLICABLE
      TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE
      UNITED STATES OF AMERICA.

     

    Section
      18.14. Security
      Agreement.
      (a)
      (i)
      This
      Security Instrument is both a real property mortgage, deed to secure debt or
      deed of trust, as applicable, and a “security agreement” within the meaning of
      the UCC. The Property includes both real and personal property and all other
      rights and interests, whether tangible or intangible in nature, of Borrower
      in
      the Property, and Borrower hereby grants to Lender a security interest in all
      portions of the Property constituting personal property or fixtures under the
      UCC. This Security Instrument is filed as a fixture filing and covers goods
      which are or are to become fixtures on the Property. Borrower by executing
      and
      delivering this Security Instrument has granted to Lender, as security for
      the
      Debt, a security interest in the Property to the full extent that the Property
      may be subject to the UCC (said portion of the Property so subject to the UCC
      being called in this Section 18.14 the “Collateral”).
      If an
      Event of Default shall occur, Lender, in addition to any other rights and
      remedies which it may have, shall have and may exercise immediately and without
      demand, any and all rights and remedies granted to a secured party upon default
      under the UCC, including, without limiting the generality of the foregoing,
      the
      right to take possession of the Collateral or any part thereof, and to take
      such
      other measures as Lender may deem necessary for the care, protection and
      preservation of the Collateral. Upon request or demand of Lender following
      an
      Event of Default, Borrower shall, at its expense, assemble the Collateral and
      make it available to Lender at a convenient place acceptable to Lender. Borrower
      shall pay to Lender on demand any and all expenses, including reasonable legal
      expenses and attorneys’ fees, incurred or paid by Lender in protecting its
      interest in the Collateral and in enforcing its rights hereunder with respect
      to
      the Collateral. Any disposition pursuant to the UCC of so much of the Collateral
      as may constitute personal property shall be considered commercially reasonable
      if made pursuant to a public sale which is advertised at least twice in a
      newspaper in which sheriff’s sales are advertised in the county where the
      Premises is located. Any notice of sale, disposition or other intended action
      by
      Lender with respect to the Collateral given to Borrower in accordance with
      the
      provisions hereof at least ten (10) days prior to such action, shall constitute
      reasonable notice to Borrower. The proceeds of any disposition of the
      Collateral, or any part thereof, may be applied by Lender to the payment of
      the
      Debt in such priority and proportions as Lender in its discretion shall deem
      proper. It is not necessary that the Collateral be present at any disposition
      thereof. Lender shall have no obligation to clean-up or otherwise prepare the
      Collateral for disposition.

     

    
      
        
        

      

      
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    (ii) The
      mention in a financing statement filed in the records normally pertaining to
      personal property of any portion of the Property shall not derogate from or
      impair in any manner the intention of this Security Instrument. Lender hereby
      declares that all items of Collateral are part of the real property encumbered
      hereby to the fullest extent permitted by law, regardless of whether any such
      item is physically attached to the Improvements or whether serial numbers are
      used for the better identification of certain items. Specifically, the mention
      in any such financing statement of any items included in the Property shall
      not
      be construed to alter, impair or impugn any rights of Lender as determined
      by
      this Security Instrument or the priority of Lender’s lien upon and security
      interest in the Property in the event that notice of Lender’s priority of
      interest as to any portion of the Property is required to be filed in accordance
      with the UCC to be effective against or take priority over the interest of
      any
      particular class of persons, including the federal government or any subdivision
      or instrumentality thereof. No portion of the Collateral constitutes or is
      the
      proceeds of “Farm Products”, as defined in the UCC.

     

    (iii) If
      Borrower is at any time a beneficiary under a letter of credit now or hereafter
      issued in favor of Borrower, Borrower shall promptly notify Lender thereof
      and,
      at the request and option of Lender, Borrower shall, pursuant to an agreement
      in
      form and substance satisfactory to Lender, either (A) arrange for the issuer
      and
      any confirmer of such letter of credit to consent to an assignment to Lender
      of
      the proceeds of any drawing under the letter of credit or (B) arrange for Lender
      to become the transferee beneficiary of the letter of credit, with Lender
      agreeing, in each case, that the proceeds of any drawing under the letter to
      credit are to be applied as provided in this Security Instrument.

     

    
      
        
        

      

      
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    (iv) Borrower
      and Lender acknowledge that for the purposes of Article 9 of the UCC, the law
      of
      the State of New York shall be the law of the jurisdiction of the bank in which
      the Central Account is located.

     

    (v) Lender
      may comply with any applicable Legal Requirements in connection with the
      disposition of the Collateral, and Lender’s compliance therewith will not be
      considered to adversely affect the commercial reasonableness of any sale of
      the
      Collateral.

     

    (vi) Lender
      may sell the Collateral without giving any warranties as to the Collateral.
      Lender may specifically disclaim any warranties of title, possession, quiet
      enjoyment or the like. This procedure will not be considered to adversely affect
      the commercial reasonableness of any sale of the Collateral.

     

    (vii) If
      Lender
      sells any of the Collateral upon credit, Borrower will be credited only with
      payments actually made by the purchaser, received by Lender and applied to
      the
      indebtedness of Borrower. In the event the purchaser of the Collateral fails
      to
      fully pay for the Collateral, Lender may resell the Collateral and Borrower
      will
      be credited with the proceeds of such sale.

     

    (b) Borrower
      hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an
      interest, to file with the appropriate public office on its behalf any financing
      or other statements signed only by Lender, as secured party, or, to the extent
      permitted under the UCC, unsigned, in connection with the Collateral covered
      by
      this Security Instrument.

     

    Section
      18.15. Actions
      and Proceedings.
      Lender
      has the right to appear in and defend any action or proceeding brought with
      respect to the Property in its own name or, if required by Legal Requirements
      or, if in Lender’s reasonable judgment, it is necessary, in the name and on
      behalf of Borrower, which Lender believes will adversely affect the Property
      or
      this Security Instrument and to bring any action or proceedings, in its name
      or
      in the name and on behalf of Borrower, which Lender, in its reasonable
      discretion, decides should be brought to protect its interest in the
      Property.

     

    Section
      18.16. Usury
      Laws.
      This
      Security Instrument and the Note are subject to the express condition, and
      it is
      the expressed intent of the parties, that at no time shall Borrower be obligated
      or required to pay interest on the principal balance due under the Note at
      a
      rate which could subject the holder of the Note to either civil or criminal
      liability as a result of being in excess of the maximum interest rate which
      Borrower is permitted by law to contract or agree to pay. If by the terms of
      this Security Instrument or the Note, Borrower is at any time required or
      obligated to pay interest on the principal balance due under the Note at a
      rate
      in excess of such maximum rate, such rate of interest shall be deemed to be
      immediately reduced to such maximum rate and the interest payable shall be
      computed at such maximum rate and all prior interest payments in excess of
      such
      maximum rate shall be applied and shall be deemed to have been payments in
      reduction of the principal balance of the Note. No application to the principal
      balance of the Note pursuant to this Section 18.16 shall give rise to any
      requirement to pay any prepayment fee or charge of any kind due hereunder,
      if
      any.

     

    
      
        
        

      

      
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    Section
      18.17. Remedies
      of Borrower.
      In the
      event that a claim or adjudication is made that Lender has acted unreasonably
      or
      unreasonably delayed acting in any case where by law or under the Note, this
      Security Instrument or the Loan Documents, it has an obligation to act
      reasonably or promptly, Lender shall not be liable for any monetary damages,
      and
      Borrower’s remedies shall be limited to injunctive relief or declaratory
      judgment.

     

    Section
      18.18. Offsets,
      Counterclaims and Defenses.
      Any
      assignee of this Security Instrument, the Assignment and the Note shall take
      the
      same free and clear of all offsets, counterclaims or defenses which are
      unrelated to the Note, the Assignment or this Security Instrument which Borrower
      may otherwise have against any assignor of this Security Instrument, the
      Assignment and the Note and no such unrelated counterclaim or defense shall
      be
      interposed or asserted by Borrower in any action or proceeding brought by any
      such assignee upon this Security Instrument, the Assignment or the Note and
      any
      such right to interpose or assert any such unrelated offset, counterclaim or
      defense in any such action or proceeding is hereby expressly waived by
      Borrower.

     

    Section
      18.19. No
      Merger.
      If
      Borrower’s and Lender’s estates become the same including, without limitation,
      upon the delivery of a deed by Borrower in lieu of a foreclosure sale, or upon
      a
      purchase of the Property by Lender in a foreclosure sale, this Security
      Instrument and the lien created hereby shall not be destroyed or terminated
      by
      the application of the doctrine of merger and in such event Lender shall
      continue to have and enjoy all of the rights and privileges of Lender as to
      the
      separate estates; and, as a consequence thereof, upon the foreclosure of the
      lien created by this Security Instrument, any Leases or subleases then existing
      and created by Borrower shall not be destroyed or terminated by application
      of
      the law of merger or as a result of such foreclosure unless Lender or any
      purchaser at any such foreclosure sale shall so elect. No act by or on behalf
      of
      Lender or any such purchaser shall constitute a termination of any Lease or
      sublease unless Lender or such purchaser shall give written notice thereof
      to
      such lessee or sublessee.

     

    Section
      18.20. Restoration
      of Rights.
      In case
      Lender shall have proceeded to enforce any right under this Security Instrument
      by foreclosure sale, entry or otherwise, and such proceedings shall have been
      discontinued or abandoned for any reason or shall have been determined
      adversely, then, in every such case, Borrower and Lender shall be restored
      to
      their former positions and rights hereunder with respect to the Property subject
      to the lien hereof.

     

    Section
      18.21. Waiver
      of Statute of Limitations.
      The
      pleadings of any statute of limitations as a defense to any and all obligations
      secured by this Security Instrument are hereby waived to the full extent
      permitted by Legal Requirements.

     

    Section
      18.22. Advances.
      This
      Security Instrument shall cover any and all advances made pursuant to the Loan
      Documents, rearrangements and renewals of the Debt and all extensions in the
      time of payment thereof, even though such advances, extensions or renewals
      be
      evidenced by new promissory notes or other instruments hereafter executed and
      irrespective of whether filed or recorded. Likewise, the execution of this
      Security Instrument shall not impair or affect any other security which may
      be
      given to secure the payment of the Debt, and all such additional security shall
      be considered as cumulative. The taking of additional security, execution of
      partial releases of the security, or any extension of time of payment of the
      Debt shall not diminish the force, effect or lien of this Security Instrument
      and shall not affect or impair the liability of Borrower and shall not affect
      or
      impair the liability of any maker, surety, or endorser for the payment of the
      Debt.

     

    
      
        
        

      

      
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    Section
      18.23. Application
      of Default Rate Not a Waiver.
      Application of the Default Rate shall not be deemed to constitute a waiver
      of
      any Default or Event of Default or any rights or remedies of Lender under this
      Security Instrument, any other Loan Document or applicable Legal Requirements,
      or a consent to any extension of time for the payment or performance of any
      obligation with respect to which the Default Rate may be invoked.

     

    Section
      18.24. Intervening
      Lien.
      To the
      fullest extent permitted by law, any agreement hereafter made pursuant to this
      Security Instrument shall be superior to the rights of the holder of any
      intervening lien or security interest.

     

    Section
      18.25. No
      Joint Venture or Partnership.
      Borrower and Lender intend that the relationship created hereunder be solely
      that of Borrower and mortgagee or grantor and beneficiary or borrower and
      lender, as the case may be. Nothing herein is intended to create a joint
      venture, partnership, tenancy-in-common, or joint tenancy relationship between
      Borrower and Lender nor to grant Lender any interest in the Property other
      than
      that of mortgagee, beneficiary or lender.

     

    Section
      18.26. Time
      of the Essence.
      Time
      shall be of the essence in the performance of all obligations of Borrower
      hereunder.

     

    Section
      18.27. Borrower’s
      Obligations Absolute.
      Borrower acknowledges that Lender and/or certain Affiliates of Lender are
      engaged in the business of financing, owning, operating, leasing, managing,
      and
      brokering real estate and in other business ventures which may be viewed as
      adverse to or competitive with the business, prospect, profits, operations
      or
      condition (financial or otherwise) of Borrower. Except as set forth to the
      contrary in the Loan Documents, all sums payable by Borrower hereunder shall
      be
      paid without notice or demand, counterclaim, set-off, deduction or defense
      and
      without abatement, suspension, deferment, diminution or reduction, and the
      obligations and liabilities of Borrower hereunder shall in no way be released,
      discharged, or otherwise affected (except as expressly provided herein) by
      reason of: (a) any damage to or destruction of or any Taking of the
      Property;
      (b) any
      restriction or prevention of or interference with any use of the Property or
      any
      portion thereof; (c) any title defect or encumbrance or any eviction from the
      Premises or any portion thereof by title paramount or otherwise; (d) any
      bankruptcy proceeding relating to Borrower, any General Partner, or any
      guarantor or indemnitor, or any action taken with respect to this Security
      Instrument or any other Loan Document by any trustee or receiver of Borrower
      or
      any such General Partner, guarantor or indemnitor, or by any court, in any
      such
      proceeding; (e) any claim which Borrower has or might have against Lender;
      (f)
      any default or failure on the part of Lender to perform or comply with any
      of
      the terms hereof or of any other agreement with Borrower; or (g) any other
      occurrence whatsoever, whether similar or dissimilar to the foregoing, whether
      or not Borrower shall have notice or knowledge of any of the
      foregoing. 

     

    Section
      18.28. Publicity.
      All
      promotional news releases, publicity or advertising by Manager, Borrower or
      their respective Affiliates through any media intended to reach the general
      public shall not refer to the Loan Documents or the financing evidenced by
      the
      Loan Documents, or to Lender or to any of its Affiliates without the prior
      written approval of Lender or such Affiliate, as applicable, in each instance,
      such approval not to be unreasonably withheld or delayed. Lender shall be
      authorized to provide information relating to the Property, the Loan and matters
      relating thereto to rating agencies, underwriters, potential securities
      investors, auditors, regulatory authorities and to any Persons which may be
      entitled to such information by operation of law. 

     

    
      
        
        

      

      
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    Section
      18.29. Securitization
      Opinions.
      In the
      event the Loan is included as an asset of a Securitization by Lender or any
      of
      its Affiliates, Borrower shall, within fifteen (15) Business Days after Lender’s
      written request therefor, at Lender’s sole cost and expense, deliver opinions in
      form and substance and delivered by counsel reasonably acceptable to Lender
      and
      each Rating Agency, as may be reasonably required by Lender and/or each Rating
      Agency in connection with such securitization. Borrower’s failure to deliver the
      opinions required hereby within such ten (10) Business Day period shall
      constitute an “Event of Default” hereunder.

     

    Section
      18.30. Intentionally
      Deleted. 

     

    Section
      18.31. Securitization
      Financials.
      Borrower covenants and agrees that, upon Lender’s written request therefor in
      connection with a Securitization, Borrower shall, at Lender’s sole cost and
      expense, promptly deliver audited financial statements and related documentation
      prepared by an Independent certified public accountant that satisfy securities
      laws and requirements for use in a public registration statement (which may
      include up to three (3) years of historical audited financial
      statements).

     

    
      
        
        

      

      
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    Section
      18.32. Exculpation.
      Notwithstanding anything herein or in any other Loan Document to the contrary,
      except as otherwise set forth in this Section 18.32 to the contrary, Lender
      shall not enforce the liability and obligation of Borrower or (a) if Borrower
      is
      a partnership, its constituent partners or any of their respective partners,
      (b)
      if Borrower is a trust, its beneficiaries or any of their respective Partners
      (as hereinafter defined), (c) if Borrower is a corporation, any of its
      shareholders, directors, principals, officers or employees, or (d) if Borrower
      is a limited liability company, any of its members, managers, officers or
      directors (the Persons described in the foregoing clauses (a) - (d), as the
      case
      may be, are hereinafter referred to as the “Partners”)
      to
      perform and observe the obligations contained in this Security Instrument or
      any
      of the other Loan Documents by any action or proceeding wherein a money judgment
      shall be sought against Borrower or the Partners, except that Lender may bring
      a
      foreclosure action, action for specific performance, or other appropriate action
      or proceeding (including, without limitation, an action to obtain a deficiency
      judgment) solely for the purpose of enabling Lender to realize upon (i)
      Borrower’s interest in the Property, (ii) the Rent to the extent received by
      Borrower (or received by its Partners) after the occurrence of an Event of
      Default and not either delivered to Lender (or Lender’s agent) or applied to
      ordinary and necessary expenses of owning and operating the Property (the
“Recourse
      Distributions”)
      and
      (iii) any other collateral given to Lender under the Loan Documents (the
      collateral described in the foregoing clauses (i) - (iii) is hereinafter
      referred to as the “Default
      Collateral”);
      provided,
      however,
      that
      any judgment in any such action or proceeding shall be enforceable against
      Borrower or the Partners, as the case may be, only to the extent of any such
      Default Collateral. The provisions of this Section shall not, however, (a)
      impair the validity of the Debt evidenced by the Note or in any way affect
      or
      impair the lien of this Security Instrument or any of the other Loan Documents
      or the right of Lender to foreclose this Security Instrument following the
      occurrence of an Event of Default; (b) impair the right of Lender to name
      Borrower as a party defendant in any action or suit for judicial foreclosure
      and
      sale under this Security Instrument; (c) affect the validity or enforceability
      of the Note, this Security Instrument, or any of the other Loan Documents,
      or
      impair the right of Lender to seek a personal judgment against the Guarantor;
      (d) impair the right of Lender to obtain the appointment of a receiver; (e)
      impair the enforcement of the Assignment; (f) impair the right of Lender to
      bring suit for a monetary judgment against Borrower with respect to any losses
      resulting from fraud, material misrepresentation, or failure to disclose a
      material fact, any untrue statement of a material fact or omission to state
      a
      material fact in the written materials and/or information provided to Lender
      or
      any of its affiliates by or on behalf of Borrower, Guarantor or any of their
      Affiliates in connection with this Security Instrument, the Note or the other
      Loan Documents, and the foregoing provisions shall not modify, diminish or
      discharge the liability of Borrower, Guarantor or any of their Affiliates with
      respect to same; (g) impair the right of Lender to bring suit for a monetary
      judgment against Borrower to obtain the Recourse Distributions received by
      Borrower including, without limitation, the right to bring suit for a monetary
      judgment to proceed against Guarantor to the extent of Guarantor’s liability
      under any guaranty delivered by Guarantor and the foregoing provisions shall
      not
      modify, diminish or discharge the liability of Borrower or Guarantor with
      respect to same; (h) impair the right of Lender to bring suit for a monetary
      judgment against Borrower with respect to any losses resulting from Borrower’s
      misappropriation of tenant security deposits or Rent (other than rent deemed
      “additional rent” under the Leases) collected more than one (1) month in
      advance, and the foregoing provisions shall not modify, diminish or discharge
      the liability of Borrower with respect to same; (i) impair the right of Lender
      to obtain Loss Proceeds due to Lender pursuant to this Security Instrument
      to
      the extent actually paid by the insurer; (j) impair the right of Lender to
      enforce the provisions of Sections 2.02(g), 16.01 or 16.02, inclusive of this
      Security Instrument, even after repayment in full by Borrower of the Debt or
      to
      bring suit for a monetary judgment against Borrower with respect to any losses
      resulting from any obligation set forth in said Sections; (k) prevent or in
      any
      way hinder Lender from exercising, or constitute a defense, or counterclaim,
      or
      other basis for relief in respect of the exercise of, any other remedy against
      any or all of the collateral securing the Note as provided in the Loan
      Documents; (l) impair the right of Lender to bring suit for a monetary judgment
      against Borrower with respect to any losses resulting from any misappropriation
      or conversion of Loss Proceeds, and the foregoing provisions shall not modify,
      diminish or discharge the liability of Borrower with respect to same; (m) impair
      the right of Lender to sue for, seek or demand a deficiency judgment against
      Borrower solely for the purpose of foreclosing the Property or any part thereof,
      or realizing upon the Default Collateral; provided,
      however,
      that
      any such deficiency judgment referred to in this clause (m) shall be enforceable
      against Borrower and Guarantor only to the extent of any of the Default
      Collateral; (n) impair the ability of Lender to bring suit for a monetary
      judgment against Borrower with respect to any losses resulting from arson or
      physical waste to or of the Property or damage to the Property in each case
      resulting from the intentional acts or intentional omissions of Borrower,
      Guarantor or any of their Affiliates; (o) impair the right of Lender to bring
      a
      suit for a monetary judgment against Borrower in the event of the exercise
      of
      any right or remedy under any federal, state or local forfeiture laws resulting
      in the loss of the lien of this Security Instrument, or the priority thereof,
      against the Property; (p) be deemed a waiver of any right which Lender may
      have
      under Sections 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy
      Code to file a claim for the full amount of the Debt or to require that all
      collateral shall continue to secure all of the Debt; (q) impair the right of
      Lender to bring suit for monetary judgment against Borrower with respect to
      any
      losses resulting from any claims, actions or proceedings initiated by Borrower
      (or any Affiliate of Borrower) alleging that the relationship of Borrower and
      Lender is that of joint venturers, partners, tenants in common, joint tenants
      or
      any relationship other than that of debtor and creditor; (r) impair the right
      of
      Lender to bring suit for a monetary judgment with respect to any losses
      resulting from a Transfer in violation of the provisions of Article IX hereof;
      (s) impair the right of Lender to bring suit against Borrower for Borrower’s
      failure to pay any valid taxes, assessments, mechanic’s liens, materialmen’s
      liens or other liens which could create liens on any portion of the Property
      superior to the lien or security title of this Security Instrument or the other
      Loan Documents, except, (1) with respect to any such taxes or assessments,
      to
      the extent that funds have been deposited with Lender pursuant to the terms
      of
      this Security Instrument specifically for the applicable taxes or assessments
      and not applied by Lender to pay such taxes and assessments, and (2) to the
      extent that there is insufficient available cash flow at any time to enable
      Borrower to pay all operating expenses (including taxes and assessments) then
      due and payable,
      necessary property improvement expenditures and amounts due and payable under
      the Loan Documents (as demonstrated to the reasonable satisfaction of Lender)
      and Borrower applies all available cash flow to the payment of any one or more
      of the foregoing item or (t) impair
      the right of Lender to bring a suit for a monetary judgment against Borrower
      in
      that any recordation taxes are due in connection with the recording of this
      Security Instrument or any penalty payable in connection therewith. The
      provisions of this Section 18.32 shall be inapplicable to Borrower if (a) any
      proceeding, action, petition or filing under the Bankruptcy Code, or any similar
      state or federal law now or hereafter in effect relating to bankruptcy,
      reorganization or insolvency, or the arrangement or adjustment of debts, shall
      be filed by, consented to or acquiesced in by or with respect to Borrower,
      or if
      Borrower shall institute any proceeding for its dissolution or liquidation,
      or
      shall make an assignment for the benefit of creditors or (b) Borrower or any
      Affiliate contests or interferes with Lender’s enforcement of its rights and
      remedies hereunder or under the Loan Documents by asserting any defense (x)
      as
      to the validity of the obligations under the Loan Documents or in any way
      relating to the structure of the Borrower or the enforceability of Lender’s
      rights and remedies under the Loan Documents, or (y) for the purpose of
      delaying, hindering or impairing Lender’s rights and remedies under the Loan
      Documents (collectively, a “Contest”)
      (provided that if any such Person obtains a non-appealable order successfully
      asserting a Contest, Borrower shall have no liability under this clause (b)),
      in
      which event Lender shall have recourse against all of the assets of Borrower
      including, without limitation, any right, title and interest of Borrower in
      and
      to the Property.

     

    
      
        
        

      

      
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    Section
      18.33. Intentionally
      Deleted

     

    Section
      18.34. Intentionally
      Deleted

     

    Section
      18.35. Intentionally
      Deleted.

     

    Section
      18.36. Cooperation.
      (a)
      Borrower covenants and agrees that in the event the Loan is to be included
      as an
      asset of a Securitization, Borrower shall (a) gather any information reasonably
      required by the Rating Agencies in connection with such a Securitization, (b)
      at
      Lender’s request, meet with representatives of the Rating Agency to discuss the
      business and operations of the Property, and (c) cooperate with the reasonable
      requests of each Rating Agency and Lender in connection with all of the
      foregoing as well as in connection with all other matters and the preparation
      of
      any offering documents with respect thereof, including, without limitation,
      entering into any amendments or modifications to this Security Instrument or
      to
      any other Loan Document which may be requested by Lender to conform to Rating
      Agency or market standards for a Securitization provided that no such
      modification shall modify (a) the interest rate payable under the Note, (b)
      the
      stated maturity of the Note, (c) the amortization of principal under the Note,
      (d) Section 18.32 hereof, (e) any other material economic term of the Loan
      or
      (f) any provision, the effect of which would materially increase Borrower’s
      obligations or materially decrease Borrower’s rights under the Loan Documents.
      Borrower acknowledges that the information provided by Borrower to Lender may
      be
      incorporated into the offering documents for a Securitization. Lender and each
      Rating Agency shall be entitled to rely on the information supplied by, or
      on
      behalf of, Borrower and Borrower indemnifies and holds harmless the Indemnified
      Parties, their Affiliates and each Person who controls such Persons within
      the
      meaning of Section 15 of the Securities Act or Section 20 of the Securities
      Exchange Act of 1934, as same may be amended from time to time, for, from and
      against any claims, demands, penalties, fines, liabilities, settlements,
      damages, costs and expenses of whatever kind or nature, known or unknown,
      contingent or otherwise, whether incurred or imposed within or outside the
      judicial process, including, without limitation, reasonable attorneys’ fees and
      disbursements (including, without limitation, reasonable attorney’s fees and
      expenses, whether incurred within or outside the judicial process) that arise
      out of or are based upon any untrue statement or alleged untrue statement of
      any
      material fact contained in such information or arise out of or are based upon
      the omission or alleged omission to state therein a material fact required
      to be
      stated in such information or necessary in order to make the statements in
      such
      information, or in light of the circumstances under which they were made, not
      misleading.

     

    
      
        
        

      

      
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    (b) Further,
      Borrower shall cooperate at no cost to Borrower or Guarantor, with Lender and
      its affiliates in connection with any such sale of the Loan by mortgage backed
      pass through certificates, participations, securities or pari passu notes
      evidencing whole or component interests therein through one of more public
      or
      private offerings, including, but not limited to:

     

    (i) separating
      the Loan into two or more separate notes (or components that correspond to
      one
      or more tranches of the certificates/securities created in a Securitization)
      or
      participation interests. Such notes or components or participation interests
      may
      be assigned different interest rates, so long as the weighted average of such
      interest rates equals the interest rate on the Note. Additionally, Lender may
      split the Loan into a senior/subordinated participation structure;

     

    (ii) obtaining
      ratings from two or more Rating Agencies;

     

    (iii) making
      or
      causing to be made reasonable changes or modifications to the loan
      documentation, organizational documentation, opinion letters and other
      documentation; 

     

    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    

     

    (iv) reviewing
      prepared offering materials relating to the Property, Borrower, Guarantor and
      the Loan;

     

    (v) delivering
      updated information on the Borrower, Guarantor and the Property;

     

    (vi) participating
      in investor or Rating Agency meetings if requested by Lender; 

     

    (vii) permitting
      adjustment of Lender’s security interest to permit a senior/subordinate or other
      structure to enhance a Securitization, participation interest or a distribution
      of the Loan; and

     

    (viii) restructuring
      of the Loan and/or a reduction of the Loan Amount with the imposition of a
      mezzanine loan in the corresponding amount to be reduced, which mezzanine loan
      shall be secured by a pledge of ownership interests in the Borrower or the
      members of Borrower. Such notes or components may be assigned different interest
      rates, so long as the weighted average of such interest rates equals the
      interest rate on the Note.

     

    Section
      18.37. Regulation
      A/B.
      (a)
      If
      requested by Lender, Borrower shall furnish, or shall cause the applicable
      tenant to furnish, to Lender financial data and/or financial statements in
      accordance with Regulation AB (as defined herein) for any tenant of any Property
      if, in connection with a securitization, Lender expects there to be, with
      respect to such tenant or group of affiliated tenants, a concentration within
      all of the mortgage loans included or expected to be included, as applicable,
      in
      such securitization such that such tenant or group of affiliated tenants would
      constitute a Significant Obligor (as defined herein); provided, however, that
      in
      the event the related lease does not require the related tenant to provide
      the
      foregoing information, Borrower shall use commercially reasonable efforts to
      cause the applicable tenant to furnish such information.

     

    (b) If,
      at
      the time one or more Disclosure Documents are being prepared for a
      securitization, Lender expects that Borrower alone or Borrower and one or more
      affiliates of Borrower collectively, or the Property alone or the Property
      and
      any other parcel(s) of real property, together with improvements thereon and
      personal property related thereto, that is “related”, within the meaning of the
      definition of Significant Obligor, to the Property (a “Related Property”)
      collectively, will be a Significant Obligor, Borrower shall furnish to Lender
      upon request (i) the selected financial data or, if applicable, net operating
      income, required under Item 1112(b)(1) of Regulation AB and meeting the
      requirements thereof, if Lender expects that the principal amount of the Loan,
      together with any loans made to an affiliate of Borrower or secured by a Related
      Property that is included in a securitization with the Loan (a “Related Loan”),
      as of the cut-off date for such securitization may, or if the principal amount
      of the Loan together with any Related Loans as of the cut-off date for such
      securitization and at any time during which the Loan and any Related Loans
      are
      included in a securitization does, equal or exceed ten percent (10%) (but less
      than twenty percent (20%)) of the aggregate principal amount of all mortgage
      loans included or expected to be included, as applicable, in the securitization
      or (ii) the financial statements required under Item 1112(b)(2) of Regulation
      AB
      and meeting the requirements thereof, if Lender expects that the principal
      amount of the Loan together with any Related Loans as of the cut-off date for
      such securitization may, or if the principal amount of the Loan together with
      any Related Loans as of the cut-off date for such securitization and at any
      time
      during which the Loan and any Related Loans are included in a securitization
      does, equal or exceed twenty percent (20%) of the aggregate principal amount
      of
      all mortgage loans included or expected to be included, as applicable, in the
      securitization. Such financial data or financial statements shall be furnished
      to Lender (A) within ten (10) Business Days after notice from Lender in
      connection with the preparation of Disclosure Documents for the securitization,
      (B) not later than thirty (30) days after the end of each fiscal quarter of
      Borrower and (C) not later than seventy-five (75) days after the end of each
      fiscal year of Borrower; provided, however, that Borrower shall not be obligated
      to furnish financial data or financial statements pursuant to clauses (B) or
      (C)
      of this sentence with respect to any period for which a filing pursuant to
      the
      Securities Exchange Act of 1934 in connection with or relating to the
      securitization (an “Exchange Act Filing”) is not required. As used herein,
“Regulation AB” shall mean Regulation AB under the Securities Act of 1933 and
      the Securities Exchange Act of 1934 (as amended). As used herein, “Disclosure
      Document” shall mean a prospectus, prospectus supplement, private placement
      memorandum, or similar offering memorandum or offering circular, in each case
      in
      preliminary or final form, used to offer securities in connection with a
      securitization. As used herein, “Significant Obligor” shall have the meaning set
      forth in Item 1101(k) of Regulation AB.

     

    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    

     

    Section
      18.38. Borrower
      hereby requests that a copy of any notice of default and notice of sale made
      or
      executed by Trustee pursuant to the provisions hereof be sent to Borrower at
      its
      mailing address set forth hereinabove.

     

    ARTICLE
      XIX: CONCERNING
      THE TRUSTEE.

     

    Section
      19.01. Certain
      Rights.
      With
      the
      approval of Lender, Trustee shall have the right to take any and all of the
      following actions: (i) to select, employ and consult with counsel (who may
      be,
      but need not be, counsel for Lender) upon any matters arising hereunder,
      including the preparation, execution and interpretation of the Loan Documents,
      and shall be fully protected in relying as to legal matters on the advice of
      counsel, (ii) to execute any of the trusts and powers hereof and to perform
      any
      duty hereunder either directly or through his or her agents or attorneys, (iii)
      to select and employ, in and about the execution of his or her duties hereunder,
      suitable accountants, engineers and other experts, agents and attorneys-in-fact,
      either corporate or individual, not regularly in the employ of Trustee (and
      Trustee shall not be answerable for any act, default, negligence, or misconduct
      of any such accountant, engineer or other expert, agent or attorney-in-fact,
      if
      selected with reasonable care, or for any error of judgment or act done by
      Trustee in good faith, or be otherwise responsible or accountable under any
      circumstances whatsoever, except for Trustee’s gross negligence or bad faith),
      and (iv) any and all other lawful action that Lender may instruct Trustee to
      take to protect or enforce Lender’s rights hereunder. Trustee shall not be
      personally liable in case of entry by Trustee, or anyone entering by virtue
      of
      the powers herein granted to Trustee, upon the Property for debts contracted
      for
      or liability or damages incurred in the management or operation of the Property.
      Trustee shall have the right to rely on any instrument, document, or signature
      authorizing or supporting any action taken or proposed to be taken by Trustee
      hereunder, believed by Trustee in good faith to be genuine. Trustee shall be
      entitled to reimbursement for expenses incurred by Trustee in the performance
      of
      Trustee’s duties hereunder and to reasonable compensation for such of Trustee’s
      services hereunder as shall be rendered. Borrower will, from time to time,
      pay
      the compensation due to Trustee hereunder and reimburse Trustee for, and save
      and hold Trustee harmless against, any and all liability and expenses which
      may
      be incurred by Trustee in the performance of Trustee’s duties.

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

     

    Section
      19.02. Retention
      of Money.
      All
      moneys received by Trustee shall, until used or applied as herein provided,
      be
      held in trust for the purposes for which they were received, and shall be
      segregated from any other moneys of Trustee.

    


    Section
      19.03. Successor
      Trustees.
      Trustee
      may resign by the giving of notice of such resignation in writing to Lender.
      If
      Trustee shall die, resign or become disqualified from acting in the execution
      of
      this trust, or if, for any reason, Lender, in Lender's sole discretion and
      with
      or without cause, shall prefer to appoint in accordance with the Nebraska Trust
      Deeds Act a substitute trustee or successive substitute trustees to act instead
      of the aforenamed Trustee, Lender shall have full power to appoint a substitute
      trustee in succession who shall succeed to all the estates, rights, powers
      and
      duties of the aforenamed Trustee. Such appointment may be executed by any
      authorized agent of Lender, and if such Lender be a corporation and such
      appointment be executed on its behalf by any officer of such corporation, such
      appointment shall be conclusively presumed to be executed with authority and
      shall be valid and sufficient without proof of any action by the board of
      directors or any superior officer of the corporation. Borrower hereby ratifies
      and confirms any and all acts which the aforenamed Trustee, or his or her
      successor or successors in this trust, shall do lawfully by virtue hereof.
      

    


    Section
      19.04. Perfection
      of Appointment.
      Should
      any deed, conveyance, or instrument of any nature be required from Borrower
      by
      any Trustee or substitute Trustee to more fully and certainly vest in and
      confirm to Trustee or substitute Trustee such estates, rights, powers, and
      duties, then, upon request by Trustee or substitute trustee, any and all such
      deeds, conveyances and instruments shall be made, executed, acknowledged, and
      delivered and shall be caused to be recorded and/or filed by Borrower.


    


    Section
      19.05. Succession
      Instruments.
      Any
      substitute trustee appointed pursuant to any of the provisions hereof shall,
      without any further act, deed or conveyance, become vested with all the estates,
      properties, rights, powers, and trusts of its, his or her predecessor in the
      rights hereunder with like effect as if originally named as Trustee herein;
      but
      nevertheless, upon the written request of Lender or of the substitute trustee,
      the Trustee ceasing to act shall execute and deliver any instrument transferring
      to such substitute trustee, upon the trusts herein expressed, all the estates,
      properties, rights, powers, and trusts of the Trustee so ceasing to act, and
      shall duly assign, transfer and deliver any of the property and moneys held
      by
      such Trustee to the substitute trustee so appointed in such Trustee’s
      place.

    


    Section
      19.06. No
      Representation by Trustee or Lender.
      By
      accepting or approving anything required to be observed, performed, or fulfilled
      or to be given to Trustee or Lender pursuant to the Loan Documents, including,
      without limitation, any officer’s certificate, balance sheet, statement of
      profit and loss or other financial statement, survey, appraisal or insurance
      policy, neither Trustee nor Lender shall be deemed to have warranted, consented
      to, or affirmed the sufficiency, legality, effectiveness or legal effect of
      the
      same, or of any term, provision, or condition thereof, and such acceptance
      or
      approval thereof shall not be or constitute any warranty or affirmation with
      respect thereto by Trustee or Lender.

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed under Seal this Security Instrument
      on
      the day and year first hereinabove set forth. 

    
      	 	 	 
	 	
              LVP
                OAKVIEW STRIP CENTER LLC, 

              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	
            	By:  	David
              Lichtenstein 
	 	
              

              Name:
                David Lichtenstein

              Title:
                President

            
	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	STATE OF NEBRASKA	)
	 	) ss.
	COUNTY OF _______________	)


    

     

    The
      foregoing instrument was acknowledged before me this ______ day of December,
      2006 by David Lichtenstein as President of LVP OAKVIEW STRIP CENTER LLC, a
      Delaware limited liability company, on behalf of the limited liability
      company.

    
      	 	 	 
	
            	
            	
               

               

            
	 	
              

              Signature
                of Notary Public

            
	 	
            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    (Legal
      Description)

     

    Attached
      to and forming a part of file number: CRS22144

     

    Parcel
      1:

     

    Lots
      1,
      2, 13 and 14, Oak View Plaza 3rd Platting, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska, EXCEPT that part
      of
      said Lot 13 dedicated for street widening as filed within Book 1280 at Page
      429
      of the Miscellaneous Records of Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth in Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded in Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336, and Second Amendment to
      Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    And
      also
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19,1996 in Book 2043 at Page 318
      of
      the Deed Records; And also together with Beneficial RIGHT-OF-WAY EASEMENT,
      recorded June 25,1987 in Book 818 at Page 626 of the Miscellaneous
      Records

     

    And
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at Page 645 of the Miscellaneous Records;

     

    And
      also
      Together with SANITARY, STORM SEWER AND UTILITY EASEMENT and recorded November
      23, 1992 in Book 1043 at Page 701 of the Miscellaneous Records; And also
      together with Permanent Building Encroachment Easement set forth by instrument
      filed August 22, 2000 in Book 1348 at Page 702

     

    all
      of
      the Records of Douglas County, Nebraska; subject to all liens and encumbrances
      affecting the same.

     

    Parcel
      2:

     

    Lot
      1,
      Oak View Plaza (3rd Platting) Replat Three, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth In Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded In Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336, and Second Amendment to
      Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    And
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19, 1996 in Book 2043 at Page 318
      of
      the Deed Records; and also together with Reciprocal Access, Parking and rights
      of ingress/egress as set forth within the Reciprocal Easement Agreement recorded
      September 19,1997 in Book 1222 at Page 699;

     

    and
      also
      together with Beneficial RIGHT-OF-WAY EASEMENT recorded June 25,1987 in Book
      818
      at Page 626 of the Miscellaneous Records;

     

    and
      also
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at Page 645 of the Miscellaneous Records; and also Together
      with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded November 23, 1992
      in
      Book 1043 at Page 701 of the Miscellaneous Records;

     

    and
      also
      together with non-exclusive easement rights set forth within Deed of Easement
      for Subsurface Construction Elements set forth within the instrument filed
      September 14, 2004 as instrument number 2004122176 all of the Records of Douglas
      County, Nebraska; subject to all liens and encumbrances affecting the
      same.

     

    Parcel
      3:

     

    Lot
      1,
      Oak View Plaza (3rd Platting) Replat Four, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth in Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded in Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336,

     

    and
      Second Amendment to Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    and
      also
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19,1996 in Book 2043 at Page 318
      of
      the Deed Records;

     

    and
      also
      together with Reciprocal Access, Parking and rights of ingress/egress as set
      forth within the Reciprocal Easement Agreement recorded September 19, 1997
      in
      Book 1222 at Page 699;

     

    and
      also
      together with Beneficial RIGHT-OF-WAY EASEMENT, recorded June 25,1987 in Book
      818 at Page 626 of the Miscellaneous Records;

     

    and
      also
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at rage 645 of the Miscellaneous Records;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and
      also
      Together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded November
      23,
      1992 in Book 1043 at Page 701 of the Miscellaneous Records;

     

    and
      also
      together with non-exclusive easement rights set forth within Deed of Easement
      for Subsurface Construction Elements set forth within the instrument filed
      May
      17, 2005 as instrument number 2005056363, as further amended pursuant to the
      Amended Deed of Easement for Subsurface Construction Elements filed July 1,
      2005
      as instrument number 2005076870, all of the Records of Douglas County, Nebraska;
      subject to all liens and encumbrances affecting the same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    SUMMARY
      OF RESERVES

     

    
      	
              Reserve
                Items

            	 	
              Initial
                Deposit Amount

            	 	
              Monthly
                Installment Amount

            
	
              Basic
                Carrying Costs

               

              · Taxes

               

              · Insurance
                Premiums

            	 	
               

               

              · Taxes
                -- $134,974.56

               

              · Insurance
                Premium
                -
                $33,054.20

            	 	
               

               

              · Taxes
                -- $33,743.64

               

              · Insurance
                Premiums - $3,305.42

            
	 	 	 	 	 
	
              Initial
                Engineering/Environmental Deposits

               

              · Immediate
                Repairs

               

              · Environmental
                Remediation

            	 	
              · N/A

            	 	
              N/A

            
	 	 	 	 	 
	
              Recurring
                Monthly Replacement Reserve Deposit

            	 	
              N/A

            	 	
              $1,475.63

            
	 	 	 	 	 
	
              Recurring
                Monthly Reletting Reserve Deposit

            	 	
              N/A

            	 	
              $7,378.13

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    CASH
      FLOW
      STATEMENT


     

    
      	 	 	 	
              Property:____________________________

            
	 	 	 	
              Location:____________________________

            
	
              Cash
                Flow Statement for Month of:____________  

            	 	 	Year:


    

     

    
      	 	 	
              Current
                Month

            	 	
              Year
                to Date

            
	 	 	 	 	 
	
              REVENUE

              Net
                Rental Revenue

              Other
                Revenue

            	 	
               

               

              ________

            	 	
               

               

              ________

            
	
              Effective
                Gross Income

            	 	 	 	 
	 	 	 	 	 
	
              OPERATING
                EXPENSES

              Common
                Area Maintenance

              Payroll

              Administration

              Leasing
                

              Service

              Clean
                & Decorate

              Utilities

              Repairs
                & Maintenance

              Taxes
                

              Insurance

              Management
                Fees

              Other

              Total
                Operating Expenses

              Net
                Operating Income

            	 	
               

               

               

               

               

               

               

               

               

               

              ________

              ________

            	 	
               

               

               

               

               

               

               

               

               

               

              ________

              ________

            
	 	 	 	 	 
	
              RECURRING
                EXPENSES

              To
                Include Expenses for: Carpet Replacement, Appliance Replacement,
                

              HVAC/Water
                Heater Replacement; 

              Miniblinds/Drapes/Ceiling
                Fans:

            	 	
               

               

               

               

              ________

            	 	
               

               

               

               

              ________

            
	 	 	 	 	 
	
              NON-RECURRING
                EXPENSES

              To
                Include Capital Expenses for: Playground, Major Signage, 

              Lawns/Trees/Shrubs,
                Paving/Parking, Roof Replacement, 

              Carpentry/Siding/Balconies,
                Exterior Paint, 

              Major
                Concrete/Sidewalks, Foundations, Major Exterior, 

              Boiler
                Replacement, Major HVAC Replacement, Plumbing Replace, 

              Electrical
                Replace, Other Major, Fire & Storm, Ins. 

              Loss
                Recovery:

              Net
                Cash Flow

            	 	
               

               

               

               

               

               

               

              ________

            	 	
               

               

               

               

               

               

               

              ________

            


    

     

    
      
        	 	 	
                Certified
                  By:

              	___________________________________
	 	 	
                Name:

              	___________________________________
	 	 	
                Title:

              	___________________________________
	
                Management
                  Company:
                  _____________________

                 

              	
              	
              


      

    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

    


    Intentionally
      Deleted

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    Form
      of
      Direction Letter

     

    [Letterhead
      of Landlord]

     

    [Name
      and
      Address of tenant]

     

    Re:
      [Address of Premises]

     

    Dear
      tenant:

     

    You
      are
      hereby directed to make all future payments of rent and other sums due to
      Landlord under the Lease payable as follows:

     

    
      	Payable To: 	[____________] and Wachovia
              Bank,
              National Association
	 	 	 
	 	
              If
                by federal wire transfer:

            
	 	 	 
	 	Bank:	Wachovia Bank, NA
	 	ABA #:	053-000-219
	 	Acct Name:	[__________]
	 	Acct #:	 
	 	Ref Loan #:	___________________
	 	 	 
	 	If by US Mail:	 
	 	 	 
	 	
              _________________

            	 
	 	
              PO
                Box _____

            	 
	 	
              Charlotte,
                NC 28260-1443

            	 
	 	 	 
	 	
              If
                by Overnight Courier:

            	 
	 	 	 
	 	
              Wachovia
                Bank, NA

            
	 	
              1525
                West WT Harris Blvd

            
	 	
              Bldg
                2C2 (Ref # ______)

            
	 	
              Charlotte,
                NC 28262

            
	 	
              Ref
                Loan #:_____________________

            


    

     

    Please
      take particular care in making the check payable only to the above-mentioned
      names because only checks made payable to the referenced names will be credited
      against sums due by you to landlord. Until otherwise advised in writing by
      Landlord and
      the
      above-mentioned bank (or its successor), you should continue to make your
      payments for rent and other sums as directed by the terms of this
      letter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Thank
      you
      in advance for your cooperation with this change in payment
      procedures.

    
      	 	 	 
	 	
            
	
            	By: