<PAGE>

                                                                 Exhibit 10.68.1

THIS DOCUMENT PREPARED BY, RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

David J. McPherson, Esquire
Troutman Sanders LLP
P.O. Box 1122
Richmond, Virginia 23218-1122

APN: 4289-021-026 & 027
     ------------------

                           MULTIFAMILY DEED OF TRUST,
                              ASSIGNMENT OF RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING
                                  (CALIFORNIA)

ATTENTION COUNTY RECORDER: THIS INSTRUMENT IS INTENDED TO BE EFFECTIVE AS A
FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO SECTION 9402 OF THE
CALIFORNIA COMMERCIAL CODE. PORTIONS OF THE GOODS COMPRISING A PART OF THE
MORTGAGED PROPERTY ARE OR ARE TO BECOME FIXTURES RELATED TO THE LAND DESCRIBED
IN EXHIBIT A HERETO. THIS INSTRUMENT IS TO BE FILED FOR RECORD IN THE RECORDS OF
THE COUNTY WHERE DEEDS OF TRUST ON REAL PROPERTY ARE RECORDED AND SHOULD BE
INDEXED AS BOTH A DEED OF TRUST AND AS A FINANCING STATEMENT COVERING FIXTURES.
THE ADDRESSES OF BORROWER (DEBTOR) AND LENDER (SECURED PARTY) ARE SPECIFIED IN
THE FIRST PARAGRAPH ON PAGE 1 OF THIS INSTRUMENT.

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -          FORM 4005            11/01
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
 1.  DEFINITIONS....................................................................................      1

 2.  UNIFORM COMMERCIAL CODE SECURITY AGREEMENT.....................................................      5

 3.  ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION.............................      6

 4.  ASSIGNMENT OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY..................................      8

 5.  PAYMENT OF INDEBTEDNESS; PERFORMANCE UNDER LOAN DOCUMENTS; PREPAYMENT PREMIUM..................      9

 6.  EXCULPATION....................................................................................      9

 7.  DEPOSITS FOR TAXES, INSURANCE AND OTHER CHARGES................................................      9

 8.  COLLATERAL AGREEMENTS..........................................................................     10

 9.  APPLICATION OF PAYMENTS........................................................................     10

10.  COMPLIANCE WITH LAWS...........................................................................     11

11.  USE OF PROPERTY................................................................................     11

12.  PROTECTION OF LENDER'S SECURITY................................................................     11

13.  INSPECTION.....................................................................................     12

14.  BOOKS AND RECORDS; FINANCIAL REPORTING.........................................................     12

15.  TAXES; OPERATING EXPENSES......................................................................     13

16.  LIENS; ENCUMBRANCES............................................................................     14

17.  PRESERVATION, MANAGEMENT AND MAINTENANCE OF MORTGAGED PROPERTY.................................     14

18.  ENVIRONMENTAL HAZARDS..........................................................................     15

19.  PROPERTY AND LIABILITY INSURANCE...............................................................     19

20.  CONDEMNATION...................................................................................     20

21.  TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER...................................     21

22.  EVENTS OF DEFAULT..............................................................................     24

23.  REMEDIES CUMULATIVE............................................................................     24
</TABLE>

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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

<TABLE>
<S>                                                                                                      <C>
24.  FORBEARANCE....................................................................................     25

25.  LOAN CHARGES...................................................................................     25

26.  WAIVER OF STATUTE OF LIMITATIONS...............................................................     25

27.  WAIVER OF MARSHALLING..........................................................................     25

28.  FURTHER ASSURANCES.............................................................................     25

29   ESTOPPEL CERTIFICATE...........................................................................     26

30.  GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE...............................................     26

31.  NOTICE.........................................................................................     26

32.  SALE OF NOTE; CHANGE IN SERVICER...............................................................     27

33.  SINGLE ASSET BORROWER..........................................................................     27

34   SUCCESSORS AND ASSIGNS BOUND...................................................................     27

35.  JOINT AND SEVERAL LIABILITY....................................................................     27

36.  RELATIONSHIP OF PARTIES; NO THIRD PARTY BENEFICIARY............................................     27

37.  SEVERABILITY; AMENDMENTS.......................................................................     27

38.  CONSTRUCTION...................................................................................     27

39.  LOAN SERVICING.................................................................................     28

40.  DISCLOSURE OF INFORMATION......................................................................     28

41.  NO CHANGE IN FACTS OR CIRCUMSTANCES............................................................     28

42.  SUBROGATION....................................................................................     28

43.  ACCELERATION; REMEDIES.........................................................................     28

44.  RECONVEYANCE...................................................................................     29

45.  SUBSTITUTE TRUSTEE.............................................................................     29

46.  STATEMENT OF OBLIGATION........................................................................     29

47.  SPOUSE'S SEPARATE PROPERTY.....................................................................     29

48.  FIXTURE FILING.................................................................................     29

49.  ADDITIONAL PROVISION REGARDING APPLICATION OF PAYMENTS.........................................     29

50.  WAIVER OF MARSHALLING; OTHER WAIVERS...........................................................     29
</TABLE>

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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

<TABLE>
<S>                                                                                                      <C>
51   ADDITIONAL PROVISIONS CONCERNING ENVIRONMENTAL HAZARDS.........................................     30

52.  ADDITIONAL PROVISION REGARDING INSURANCE.......................................................     31

53.  WAIVER OF TRIAL BY JURY........................................................................     31
</TABLE>

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -     FORM 4005     11/01    Page iii
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae

<PAGE>

                                                                     Ocean House

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

      THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT
AND FIXTURE FILING (the "INSTRUMENT") is dated as of the 22nd day of July, 2005,
by FIT REN OCEAN HOUSE LP, a limited partnership organized and existing under
the laws of Delaware, whose address is c/o Fortress Investment Trust, 1251
Avenue of the Americas, 16th Floor, New York, New York 10020, Attn: Randal
Nardone, as trustor ("BORROWER"), to FIDELITY NATIONAL TITLE, as trustee
("TRUSTEE"), for the benefit of GMAC COMMERCIAL MORTGAGE BANK, a industrial bank
organized and existing under the laws of Utah, whose address is 6955 Union Park
Center, Suite 330, Midvale, Utah 84047, Attn: President, with a copy to GMAC
Commercial Mortgage Corporation, 200 Witmer Road, P. O. Box 809, Horsham,
Pennsylvania 19044, Attn: Servicing - Executive Vice President, as beneficiary
("LENDER").

      Borrower, in consideration of the Indebtedness and the trust created by
this Instrument, irrevocably grants, conveys and assigns to Trustee, in trust,
with power of sale, the Mortgaged Property, including the Land located in the
County of Los Angeles, State of California and described in Exhibit A attached
to this Instrument.

      TO SECURE TO LENDER the repayment of the Indebtedness evidenced by
Borrower's Multifamily Note payable to Lender, dated as of the date of this
Instrument, and maturing on July 1, 2012, in the principal amount of
$19,600,000.00, and all renewals, extensions and modifications of the
Indebtedness, the payment of all sums advanced by or on behalf of Lender to
protect the security of this Instrument under Section 12, and the performance of
the covenants and agreements of Borrower contained in the Loan Documents.

      Borrower represents and warrants that Borrower is lawfully seized of the
Mortgaged Property and has the right, power and authority to grant, convey and
assign the Mortgaged Property, and that the Mortgaged Property is unencumbered.
Borrower covenants that Borrower will warrant and defend generally the title to
the Mortgaged Property against all claims and demands, subject to any easements
and restrictions listed in a schedule of exceptions to coverage in any title
insurance policy issued to Lender contemporaneously with the execution and
recordation of this Instrument and insuring Lender's interest in the Mortgaged
Property.

COVENANTS. Borrower and Lender covenant and agree as follows:

      1. DEFINITIONS. The following terms, when used in this Instrument
(including when used in the above recitals), shall have the following meanings:

      (a) "BORROWER" means all persons or entities identified as "Borrower" in
the first paragraph of this Instrument, together with their successors and
assigns.

      (b) "COLLATERAL AGREEMENT" means any separate agreement between Borrower
and Lender for the purpose of establishing replacement reserves for the
Mortgaged Property, establishing a fund to assure completion of repairs or
improvements specified in that agreement, or assuring reduction of the
outstanding principal balance of the Indebtedness if the occupancy of or income
from the Mortgaged Property does not increase to a level specified in that
agreement,

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -     FORM 4005     11/01      Page 1
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae

<PAGE>

or any other agreement or agreements between Borrower and Lender which provide
for the establishment of any other fund, reserve or account.

      (c) "ENVIRONMENTAL PERMIT" means any permit, license, or other
authorization issued under any Hazardous Materials Law with respect to any
activities or businesses conducted on or in relation to the Mortgaged Property.

      (d) "EVENT OF DEFAULT" means the occurrence of any event listed in Section
22.

      (e) "FIXTURES" means all property which is so attached to the Land or the
Improvements as to constitute a fixture under applicable law, including:
machinery, equipment, engines, boilers, incinerators, installed building
materials; systems and equipment for the purpose of supplying or distributing
heating, cooling, electricity, gas, water, air, or light; antennas, cable,
wiring and conduits used in connection with radio, television, security, fire
prevention, or fire detection or otherwise used to carry electronic signals;
telephone systems and equipment; elevators and related machinery and equipment;
fire detection, prevention and extinguishing systems and apparatus; security and
access control systems and apparatus; plumbing systems; water heaters, ranges,
stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers,
dryers and other appliances; light fixtures, awnings, storm windows and storm
doors; pictures, screens, blinds, shades, curtains and curtain rods; mirrors;
cabinets, paneling, rugs and floor and wall coverings; fences, trees and plants;
swimming pools; and exercise equipment.

      (f) "GOVERNMENTAL AUTHORITY" means any board, commission, department or
body of any municipal, county, state or federal governmental unit, or any
subdivision of any of them, that has or acquires jurisdiction over the Mortgaged
Property or the use, operation or improvement of the Mortgaged Property.

      (g) "HAZARDOUS MATERIALS" means petroleum and petroleum products and
compounds containing them, including gasoline, diesel fuel and oil; explosives;
flammable materials; radioactive materials; polychlorinated biphenyls ("PCBS")
and compounds containing them; lead and lead-based paint; asbestos or
asbestos-containing materials in any form that is or could become friable;
underground or above-ground storage tanks, whether empty or containing any
substance; any substance the presence of which on the Mortgaged Property is
prohibited by any federal, state or local authority; any substance that requires
special handling; and any other material or substance now or in the future
defined as a "hazardous substance," "hazardous material," "hazardous waste,"
"toxic substance," "toxic pollutant," "contaminant," or "pollutant" within the
meaning of any Hazardous Materials Law.

      (h) "HAZARDOUS MATERIALS LAWS" means all federal, state, and local laws,
ordinances and regulations and standards, rules, policies and other governmental
requirements, administrative rulings and court judgments and decrees in effect
now or in the future and including all amendments, that relate to Hazardous
Materials and apply to Borrower or to the Mortgaged Property. Hazardous
Materials Laws include, but are not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the
Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water
Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation
Act, 49 U.S.C. Section 5101, et seq., and their state analogs.

      (i) "IMPOSITIONS" and "IMPOSITION DEPOSITS" are defined in Section 7(a).

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -     FORM 4005     11/01      Page 2
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae

<PAGE>

      (j) "IMPROVEMENTS" means the buildings, structures, improvements, and
alterations now constructed or at any time in the future constructed or placed
upon the Land, including any future replacements and additions.

      (k) "INDEBTEDNESS" means the principal of, interest on, and all other
amounts due at any time under, the Note, this Instrument or any other Loan
Document, including prepayment premiums, late charges, default interest, and
advances as provided in Section 12 to protect the security of this Instrument.

      (l) [Intentionally omitted]

      (m) "KEY PRINCIPAL" means the natural person(s) or entity identified as
such at the foot of this Instrument, and any person or entity who becomes a Key
Principal after the date of this Instrument and is identified as such in an
amendment or supplement to this Instrument.

      (n) "LAND" means the land described in Exhibit A.

      (o) "LEASES" means all present and future leases, subleases, licenses,
concessions or grants or other possessory interests now or hereafter in force,
whether oral or written, covering or affecting the Mortgaged Property, or any
portion of the Mortgaged Property (including proprietary leases or occupancy
agreements if Borrower is a cooperative housing corporation), and all
modifications, extensions or renewals.

      (p) "LENDER" means the entity identified as "Lender" in the first
paragraph of this Instrument and its successors and assigns, or any subsequent
holder of the Note.

      (q) "LOAN DOCUMENTS" means the Note, this Instrument, all guaranties, all
indemnity agreements, all Collateral Agreements, O&M Programs, and any other
documents now or in the future executed by Borrower, Key Principal, any
guarantor or any other person in connection with the loan evidenced by the Note,
as such documents may be amended from time to time.

      (r) "LOAN SERVICER" means the entity that from time to time is designated
by Lender to collect payments and deposits and receive notices under the Note,
this Instrument and any other Loan Document, and otherwise to service the loan
evidenced by the Note for the benefit of Lender. Unless Borrower receives notice
to the contrary, the Loan Servicer is the entity identified as "Lender" in the
first paragraph of this Instrument.

      (s) "MORTGAGED PROPERTY" means all of Borrower's present and future right,
title and interest in and to all of the following:

            (1)   the Land;

            (2)   the Improvements;

            (3)   the Fixtures;

            (4)   the Personalty;

            (5)   all current and future rights, including air rights,
                  development rights, zoning rights and other similar rights or
                  interests, easements, tenements, rights-of-way, strips and
                  gores of land, streets, alleys, roads, sewer rights, waters,
                  watercourses, and appurtenances related to or benefitting the
                  Land

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -     FORM 4005     11/01      Page 3
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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

                  or the Improvements, or both, and all rights-of-way, streets,
                  alleys and roads which may have been or may in the future be
                  vacated;

            (6)   all proceeds paid or to be paid by any insurer of the Land,
                  the Improvements, the Fixtures, the Personalty or any other
                  part of the Mortgaged Property, whether or not Borrower
                  obtained the insurance pursuant to Lender's requirement;

            (7)   all awards, payments and other compensation made or to be made
                  by any municipal, state or federal authority with respect to
                  the Land, the Improvements, the Fixtures, the Personalty or
                  any other part of the Mortgaged Property, including any awards
                  or settlements resulting from condemnation proceedings or the
                  total or partial taking of the Land, the Improvements, the
                  Fixtures, the Personalty or any other part of the Mortgaged
                  Property under the power of eminent domain or otherwise and
                  including any conveyance in lieu thereof;

            (8)   all contracts, options and other agreements for the sale of
                  the Land, the Improvements, the Fixtures, the Personalty or
                  any other part of the Mortgaged Property entered into by
                  Borrower now or in the future, including cash or securities
                  deposited to secure performance by parties of their
                  obligations;

            (9)   all proceeds from the conversion, voluntary or involuntary, of
                  any of the above into cash or liquidated claims, and the right
                  to collect such proceeds;

            (10)  all Rents and Leases;

            (11)  all earnings, royalties, accounts receivable, issues and
                  profits from the Land, the Improvements or any other part of
                  the Mortgaged Property, and all undisbursed proceeds of the
                  loan secured by this Instrument and, if Borrower is a
                  cooperative housing corporation, maintenance charges or
                  assessments payable by shareholders or residents;

            (12)  all Imposition Deposits;

            (13)  all refunds or rebates of Impositions by any municipal, state
                  or federal authority or insurance company (other than refunds
                  applicable to periods before the real property tax year in
                  which this Instrument is dated);

            (14)  all tenant security deposits which have not been forfeited by
                  any tenant under any Lease; and

            (15)  all names under or by which any of the above Mortgaged
                  Property may be operated or known, and all trademarks, trade
                  names, and goodwill relating to any of the Mortgaged Property.

      (t) "NOTE" means the Multifamily Note described on page 1 of this
Instrument, including the Acknowledgment and Agreement of Key Principal to
Personal Liability for Exceptions to Non-Recourse Liability (if any), and all
schedules, riders, allonges and addenda, as such Multifamily Note may be amended
from time to time.

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -     FORM 4005     11/01      Page 4
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae

<PAGE>

      (u) "O&M PROGRAM" is defined in Section 18(a).

      (v) "PERSONALTY" means all equipment, inventory, general intangibles which
are used now or in the future in connection with the ownership, management or
operation of the Land or the Improvements or are located on the Land or in the
Improvements, including furniture, furnishings, machinery, building materials,
appliances, goods, supplies, tools, books, records (whether in written or
electronic form), computer equipment (hardware and software) and other tangible
personal property (other than Fixtures) which are used now or in the future in
connection with the ownership, management or operation of the Land or the
Improvements or are located on the Land or in the Improvements, and any
operating agreements relating to the Land or the Improvements, and any surveys,
plans and specifications and contracts for architectural, engineering and
construction services relating to the Land or the Improvements and all other
intangible property and rights relating to the operation of, or used in
connection with, the Land or the Improvements, including all governmental
permits relating to any activities on the Land.

      (w) "PROPERTY JURISDICTION" is defined in Section 30(a).

      (x) "RENTS" means all rents (whether from residential or non-residential
space), revenues and other income of the Land or the Improvements, including
subsidy payments received from any sources (including, but not limited to
payments under any Housing Assistance Payments Contract) parking fees, laundry
and vending machine income and fees and charges for food, health care and other
services provided at the Mortgaged Property, whether now due, past due, or to
become due, and deposits forfeited by tenants.

      (y) "TAXES" means all taxes, assessments, vault rentals and other charges,
if any, general, special or otherwise, including all assessments for schools,
public betterments and general or local improvements, which are levied, assessed
or imposed by any public authority or quasi-public authority, and which, if not
paid, will become a lien, on the Land or the Improvements.

      (z) "TRANSFER" means (A) a sale, assignment, transfer or other disposition
(whether voluntary, involuntary or by operation of law); (B) the granting,
creating or attachment of a lien, encumbrance or security interest (whether
voluntary, involuntary or by operation of law); (C) the issuance or other
creation of an ownership interest in a legal entity, including a partnership
interest, interest in a limited liability company or corporate stock; (D) the
withdrawal, retirement, removal or involuntary resignation of a partner in a
partnership or a member or manager in a limited liability company; or (E) the
merger, dissolution, liquidation, or consolidation of a legal entity. "Transfer"
does not include (i) a conveyance of the Mortgaged Property at a judicial or
non-judicial foreclosure sale under this Instrument or (ii) the Mortgaged
Property becoming part of a bankruptcy estate by operation of law under the
United States Bankruptcy Code. For purposes of defining the term "Transfer," the
term "partnership" shall mean a general partnership, a limited partnership, a
joint venture and a limited liability partnership, and the term "partner" shall
mean a general partner, a limited partner and a joint venturer.

      2. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT. This Instrument is also a
security agreement under the Uniform Commercial Code for any of the Mortgaged
Property which, under applicable law, may be subject to a security interest
under the Uniform Commercial Code, whether acquired now or in the future, and
all products and cash and non-cash proceeds thereof (collectively, "UCC
COLLATERAL"), and Borrower hereby grants to Lender a security interest in the
UCC Collateral. Borrower hereby authorizes Lender to file financing statements,
continuation statements and financing statement amendments, in such form as
Lender may require to perfect or continue the perfection of this security
interest and Borrower agrees, if Lender so requests, to execute and deliver to
Lender such financing statements,

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -     FORM 4005     11/01      Page 5
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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

continuation statements and amendments. Borrower shall pay all filing costs and
all costs and expenses of any record searches for financing statements that
Lender may require. Without the prior written consent of Lender, Borrower shall
not create or permit to exist any other lien or security interest in any of the
UCC Collateral. If an Event of Default has occurred and is continuing, Lender
shall have the remedies of a secured party under the Uniform Commercial Code, in
addition to all remedies provided by this Instrument or existing under
applicable law. In exercising any remedies, Lender may exercise its remedies
against the UCC Collateral separately or together, and in any order, without in
any way affecting the availability of Lender's other remedies. This Instrument
constitutes a financing statement with respect to any part of the Mortgaged
Property which is or may become a Fixture.

      3. ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION.

      (a) As part of the consideration for the Indebtedness, Borrower absolutely
and unconditionally assigns and transfers to Lender all Rents. It is the
intention of Borrower to establish a present, absolute and irrevocable transfer
and assignment to Lender of all Rents and to authorize and empower Lender to
collect and receive all Rents without the necessity of further action on the
part of Borrower. Promptly upon request by Lender, Borrower agrees to execute
and deliver such further assignments as Lender may from time to time require.
Borrower and Lender intend this assignment of Rents to be immediately effective
and to constitute an absolute present assignment and not an assignment for
additional security only. For purposes of giving effect to this absolute
assignment of Rents, and for no other purpose, Rents shall not be deemed to be a
part of the "Mortgaged Property," as that term is defined in Section 1(s).
However, if this present, absolute and unconditional assignment of Rents is not
enforceable by its terms under the laws of the Property Jurisdiction, then the
Rents shall be included as a part of the Mortgaged Property and it is the
intention of the Borrower that in this circumstance this Instrument create and
perfect a lien on Rents in favor of Lender, which lien shall be effective as of
the date of this Instrument.

      (b) After the occurrence of an Event of Default, Borrower authorizes
Lender to collect, sue for and compromise Rents and directs each tenant of the
Mortgaged Property to pay all Rents to, or as directed by, Lender, and Borrower
shall, upon Borrower's receipt of any Rents from any sources (including, but not
limited to subsidy payments under any Housing Assistance Payments Contract), pay
the total amount of such receipts to the Lender. However, until the occurrence
of an Event of Default, Lender hereby grants to Borrower a revocable license to
collect and receive all Rents, to hold all Rents in trust for the benefit of
Lender and to apply all Rents to pay the installments of interest and principal
then due and payable under the Note and the other amounts then due and payable
under the other Loan Documents, including Imposition Deposits, and to pay the
current costs and expenses of managing, operating and maintaining the Mortgaged
Property, including utilities, Taxes and insurance premiums (to the extent not
included in Imposition Deposits), tenant improvements and other capital
expenditures. So long as no Event of Default has occurred and is continuing, the
Rents remaining after application pursuant to the preceding sentence may be
retained by Borrower free and clear of, and released from, Lender's rights with
respect to Rents under this Instrument. From and after the occurrence of an
Event of Default, and without the necessity of Lender entering upon and taking
and maintaining control of the Mortgaged Property directly, or by a receiver,
Borrower's license to collect Rents shall automatically terminate and Lender
shall without notice be entitled to all Rents as they become due and payable,
including Rents then due and unpaid. Borrower shall pay to Lender upon demand
all Rents to which Lender is entitled. At any time after the occurrence of an
Event of Default, Lender may give, and Borrower hereby irrevocably authorizes
Lender to give, notice to all tenants of the Mortgaged Property instructing them
to pay all Rents to Lender; provided, however, that the giving of any such
notice by Lender shall not affect, in any way, Lender's entitlement to the Rents
as of the date on which the Event of Default occurs. No tenant

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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

shall be obligated to inquire further as to the occurrence or continuance
of an Event of Default, and no tenant shall be obligated to pay to Borrower
any amounts which are actually paid to Lender in response to such a notice.
Any such notice by Lender shall be delivered to each tenant personally, by mail
or by delivering such demand to each rental unit. Borrower shall not interfere
with and shall cooperate with Lender's collection of such Rents.

      (c) Borrower represents and warrants to Lender that Borrower has not
executed any prior assignment of Rents (other than an assignment of Rents
securing indebtedness that will be paid off and discharged with the proceeds of
the loan evidenced by the Note), that Borrower has not performed, and Borrower
covenants and agrees that it will not perform, any acts and has not executed,
and shall not execute, any instrument which would prevent Lender from exercising
its rights under this Section 3, and that at the time of execution of this
Instrument there has been no anticipation or prepayment of any Rents for more
than two months prior to the due dates of such Rents. Borrower shall not collect
or accept payment of any Rents more than two months prior to the due dates of
such Rents.

      (d) If an Event of Default has occurred and is continuing, Lender may,
regardless of the adequacy of Lender's security or the solvency of Borrower and
even in the absence of waste, enter upon and take and maintain full control of
the Mortgaged Property in order to perform all acts that Lender in its
discretion determines to be necessary or desirable for the operation and
maintenance of the Mortgaged Property, including the execution, cancellation or
modification of Leases, the collection of all Rents, the making of repairs to
the Mortgaged Property and the execution or termination of contracts providing
for the management, operation or maintenance of the Mortgaged Property, for the
purposes of enforcing the assignment of Rents pursuant to Section 3(a),
protecting the Mortgaged Property or the security of this Instrument, or for
such other purposes as Lender in its discretion may deem necessary or desirable.
Alternatively, if an Event of Default has occurred and is continuing, regardless
of the adequacy of Lender's security, without regard to Borrower's solvency and
without the necessity of giving prior notice (oral or written) to Borrower,
Lender may apply to any court having jurisdiction for the appointment of a
receiver for the Mortgaged Property to take any or all of the actions set forth
in the preceding sentence. If Lender elects to seek the appointment of a
receiver for the Mortgaged Property at any time after an Event of Default has
occurred and is continuing, Borrower, by its execution of this Instrument,
expressly consents to the appointment of such receiver, including the
appointment of a receiver ex parte if permitted by applicable law. Lender or the
receiver, as the case may be, shall be entitled to receive a reasonable fee for
managing the Mortgaged Property. Immediately upon appointment of a receiver or
immediately upon the Lender's entering upon and taking possession and control of
the Mortgaged Property, Borrower shall surrender possession of the Mortgaged
Property to Lender or the receiver, as the case may be, and shall deliver to
Lender or the receiver, as the case may be, all documents, records (including
records on electronic or magnetic media), accounts, surveys, plans, and
specifications relating to the Mortgaged Property and all security deposits and
prepaid Rents. In the event Lender takes possession and control of the Mortgaged
Property, Lender may exclude Borrower and its representatives from the Mortgaged
Property. Borrower acknowledges and agrees that the exercise by Lender of any of
the rights conferred under this Section 3 shall not be construed to make Lender
a mortgagee-in-possession of the Mortgaged Property so long as Lender has not
itself entered into actual possession of the Land and Improvements.

      (e) If Lender enters the Mortgaged Property, Lender shall be liable to
account only to Borrower and only for those Rents actually received. Lender
shall not be liable to Borrower, anyone claiming under or through Borrower or
anyone having an interest in the Mortgaged Property, by reason of any act or
omission of Lender under this Section 3, and Borrower hereby releases and
discharges Lender from any such liability to the fullest extent permitted by
law.

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<PAGE>

      (f) If the Rents are not sufficient to meet the costs of taking control of
and managing the Mortgaged Property and collecting the Rents, any funds expended
by Lender for such purposes shall become an additional part of the Indebtedness
as provided in Section 12.

      (g) Any entering upon and taking of control of the Mortgaged Property by
Lender or the receiver, as the case may be, and any application of Rents as
provided in this Instrument shall not cure or waive any Event of Default or
invalidate any other right or remedy of Lender under applicable law or provided
for in this Instrument.

      4. ASSIGNMENT OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY.

      (a) As part of the consideration for the Indebtedness, Borrower absolutely
and unconditionally assigns and transfers to Lender all of Borrower's right,
title and interest in, to and under the Leases, including Borrower's right,
power and authority to modify the terms of any such Lease, or extend or
terminate any such Lease. It is the intention of Borrower to establish a
present, absolute and irrevocable transfer and assignment to Lender of all of
Borrower's right, title and interest in, to and under the Leases. Borrower and
Lender intend this assignment of the Leases to be immediately effective and to
constitute an absolute present assignment and not an assignment for additional
security only. For purposes of giving effect to this absolute assignment of the
Leases, and for no other purpose, the Leases shall not be deemed to be a part of
the "Mortgaged Property," as that term is defined in Section 1(s). However, if
this present, absolute and unconditional assignment of the Leases is not
enforceable by its terms under the laws of the Property Jurisdiction, then the
Leases shall be included as a part of the Mortgaged Property and it is the
intention of the Borrower that in this circumstance this Instrument create and
perfect a lien on the Leases in favor of Lender, which lien shall be effective
as of the date of this Instrument.

      (b) Until the occurrence of an Event of Default, Borrower shall have all
rights, power and authority granted to Borrower under any Lease (except as
otherwise limited by this Section or any other provision of this Instrument),
including the right, power and authority to modify the terms of any Lease or
extend or terminate any Lease. Upon the occurrence of an Event of Default, the
permission given to Borrower pursuant to the preceding sentence to exercise all
rights, power and authority under Leases shall automatically terminate. Borrower
shall comply with and observe Borrower's obligations under all Leases, including
Borrower's obligations pertaining to the maintenance and disposition of tenant
security deposits.

      (c) Borrower acknowledges and agrees that the exercise by Lender, either
directly or by a receiver, of any of the rights conferred under this Section 4
shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged
Property so long as Lender has not itself entered into actual possession of the
Land and the Improvements. The acceptance by Lender of the assignment of the
Leases pursuant to Section 4(a) shall not at any time or in any event obligate
Lender to take any action under this Instrument or to expend any money or to
incur any expenses. Lender shall not be liable in any way for any injury or
damage to person or property sustained by any person or persons, firm or
corporation in or about the Mortgaged Property. Prior to Lender's actual entry
into and taking possession of the Mortgaged Property, Lender shall not (i) be
obligated to perform any of the terms, covenants and conditions contained in any
Lease (or otherwise have any obligation with respect to any Lease); (ii) be
obligated to appear in or defend any action or proceeding relating to the Lease
or the Mortgaged Property; or (iii) be responsible for the operation, control,
care, management or repair of the Mortgaged Property or any portion of the
Mortgaged Property. The execution of this Instrument by Borrower shall
constitute conclusive evidence that all responsibility for the operation,
control, care, management and repair of the Mortgaged Property is and shall be
that of Borrower, prior to such actual entry and taking of possession.

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<PAGE>

      (d) From and after the occurrence of an Event of Default, and without the
necessity of Lender entering upon and taking and maintaining control of the
Mortgaged Property directly, by a receiver, or by any other manner or proceeding
permitted by the laws of the Property Jurisdiction, Lender immediately shall
have all rights, powers and authority granted to Borrower under any Lease,
including the right, power and authority to modify the terms of any such Lease,
or extend or terminate any such Lease.

      (e) Borrower shall, promptly upon Lender's request, deliver to Lender an
executed copy of each residential Lease then in effect. All Leases for
residential dwelling units shall be on forms approved by Lender, shall be for
initial terms of at least six months and not more than two years, and shall not
include options to purchase. If customary in the applicable market, residential
Leases with terms of less than six months may be permitted with Lender's prior
written consent.

      (f) Borrower shall not lease any portion of the Mortgaged Property for
non-residential use except with the prior written consent of Lender and Lender's
prior written approval of the Lease agreement. Borrower shall not modify the
terms of, or extend or terminate, any Lease for non-residential use (including
any Lease in existence on the date of this Instrument) without the prior written
consent of Lender. Borrower shall, without request by Lender, deliver an
executed copy of each non-residential Lease to Lender promptly after such Lease
is signed. All non-residential Leases, including renewals or extensions of
existing Leases, shall specifically provide that (1) such Leases are subordinate
to the lien of this Instrument (unless waived in writing by Lender); (2) the
tenant shall attorn to Lender and any purchaser at a foreclosure sale, such
attornment to be self-executing and effective upon acquisition of title to the
Mortgaged Property by any purchaser at a foreclosure sale or by Lender in any
manner; (3) the tenant agrees to execute such further evidences of attornment as
Lender or any purchaser at a foreclosure sale may from time to time request; (4)
the Lease shall not be terminated by foreclosure or any other transfer of the
Mortgaged Property; (5) after a foreclosure sale of the Mortgaged Property,
Lender or any other purchaser at such foreclosure sale may, at Lender's or such
purchaser's option, accept or terminate such Lease; and (6) the tenant shall,
upon receipt after the occurrence of an Event of Default of a written request
from Lender, pay all Rents payable under the Lease to Lender.

      (g) Borrower shall not receive or accept Rent under any Lease (whether
residential or non-residential) for more than two months in advance.

      5. PAYMENT OF INDEBTEDNESS; PERFORMANCE UNDER LOAN DOCUMENTS; PREPAYMENT
PREMIUM. Borrower shall pay the Indebtedness when due in accordance with the
terms of the Note and the other Loan Documents and shall perform, observe and
comply with all other provisions of the Note and the other Loan Documents.
Borrower shall pay a prepayment premium in connection with certain prepayments
of the Indebtedness, including a payment made after Lender's exercise of any
right of acceleration of the Indebtedness, as provided in the Note.

      6. EXCULPATION. Borrower's personal liability for payment of the
Indebtedness and for performance of the other obligations to be performed by it
under this Instrument is limited in the manner, and to the extent, provided in
the Note.

      7. DEPOSITS FOR TAXES, INSURANCE AND OTHER CHARGES.

      (a) Borrower shall deposit with Lender on the day monthly installments of
principal or interest, or both, are due under the Note (or on another day
designated in writing by Lender), until the Indebtedness is paid in full, an
additional amount sufficient to accumulate with Lender the entire sum required
to pay, when due (1) any water and sewer charges which, if not paid, may result
in a lien on all or any part of the Mortgaged Property, (2) the premiums for
fire and

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<PAGE>

other hazard insurance, rent loss insurance and such other insurance as Lender
may require under Section 19, (3) Taxes, and (4) amounts for other charges and
expenses which Lender at any time reasonably deems necessary to protect the
Mortgaged Property, to prevent the imposition of liens on the Mortgaged
Property, or otherwise to protect Lender's interests, all as reasonably
estimated from time to time by Lender. The amounts deposited under the preceding
sentence are collectively referred to in this Instrument as the "IMPOSITION
DEPOSITS". The obligations of Borrower for which the Imposition Deposits are
required are collectively referred to in this Instrument as "IMPOSITIONS". The
amount of the Imposition Deposits shall be sufficient to enable Lender to pay
each Imposition before the last date upon which such payment may be made without
any penalty or interest charge being added. Lender shall maintain records
indicating how much of the monthly Imposition Deposits and how much of the
aggregate Imposition Deposits held by Lender are held for the purpose of paying
Taxes, insurance premiums and each other obligation of Borrower for which
Imposition Deposits are required. Any waiver by Lender of the requirement that
Borrower remit Imposition Deposits to Lender may be revoked by Lender, in
Lender's discretion, at any time upon notice to Borrower.

      (b) Imposition Deposits shall be held in an institution (which may be
Lender, if Lender is such an institution) whose deposits or accounts are insured
or guaranteed by a federal agency. Lender shall not be obligated to open
additional accounts or deposit Imposition Deposits in additional institutions
when the amount of the Imposition Deposits exceeds the maximum amount of the
federal deposit insurance or guaranty. Lender shall apply the Imposition
Deposits to pay Impositions so long as no Event of Default has occurred and is
continuing. Unless applicable law requires, Lender shall not be required to pay
Borrower any interest, earnings or profits on the Imposition Deposits. Borrower
hereby pledges and grants to Lender a security interest in the Imposition
Deposits as additional security for all of Borrower's obligations under this
Instrument and the other Loan Documents. Any amounts deposited with Lender under
this Section 7 shall not be trust funds, nor shall they operate to reduce the
Indebtedness, unless applied by Lender for that purpose under Section 7(e).

      (c) If Lender receives a bill or invoice for an Imposition, Lender shall
pay the Imposition from the Imposition Deposits held by Lender. Lender shall
have no obligation to pay any Imposition to the extent it exceeds Imposition
Deposits then held by Lender. Lender may pay an Imposition according to any
bill, statement or estimate from the appropriate public office or insurance
company without inquiring into the accuracy of the bill, statement or estimate
or into the validity of the Imposition.

      (d) If at any time the amount of the Imposition Deposits held by Lender
for payment of a specific Imposition exceeds the amount reasonably deemed
necessary by Lender, the excess shall be credited against future installments of
Imposition Deposits. If at any time the amount of the Imposition Deposits held
by Lender for payment of a specific Imposition is less than the amount
reasonably estimated by Lender to be necessary, Borrower shall pay to Lender the
amount of the deficiency within 15 days after notice from Lender.

      (e) If an Event of Default has occurred and is continuing, Lender may
apply any Imposition Deposits, in any amounts and in any order as Lender
determines, in Lender's discretion, to pay any Impositions or as a credit
against the Indebtedness. Upon payment in full of the Indebtedness, Lender shall
refund to Borrower any Imposition Deposits held by Lender.

      8. COLLATERAL AGREEMENTS. Borrower shall deposit with Lender such amounts
as may be required by any Collateral Agreement and shall perform all other
obligations of Borrower under each Collateral Agreement.

      9. APPLICATION OF PAYMENTS. If at any time Lender receives, from Borrower
or otherwise, any amount applicable to the Indebtedness which is less than all
amounts

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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

due and payable at such time, then Lender may apply that payment to amounts then
due and payable in any manner and in any order determined by Lender, in Lender's
discretion. Neither Lender's acceptance of an amount which is less than all
amounts then due and payable nor Lender's application of such payment in the
manner authorized shall constitute or be deemed to constitute either a waiver of
the unpaid amounts or an accord and satisfaction. Notwithstanding the
application of any such amount to the Indebtedness, Borrower's obligations under
this Instrument and the Note shall remain unchanged.

      10. COMPLIANCE WITH LAWS. Borrower shall comply with all laws, ordinances,
regulations and requirements of any Governmental Authority and all recorded
lawful covenants and agreements relating to or affecting the Mortgaged Property,
including all laws, ordinances, regulations, requirements and covenants
pertaining to health and safety, construction of improvements on the Mortgaged
Property, fair housing, zoning and land use, and Leases. Borrower also shall
comply with all applicable laws that pertain to the maintenance and disposition
of tenant security deposits. Borrower shall at all times maintain records
sufficient to demonstrate compliance with the provisions of this Section 10.
Borrower shall take appropriate measures to prevent, and shall not engage in or
knowingly permit, any illegal activities at the Mortgaged Property that could
endanger tenants or visitors, result in damage to the Mortgaged Property, result
in forfeiture of the Mortgaged Property, or otherwise materially impair the lien
created by this Instrument or Lender's interest in the Mortgaged Property.
Borrower represents and warrants to Lender that no portion of the Mortgaged
Property has been or will be purchased with the proceeds of any illegal
activity.

      11. USE OF PROPERTY. Unless required by applicable law, Borrower shall not
(a) except for any change in use approved by Lender, allow changes in the use
for which all or any part of the Mortgaged Property is being used at the time
this Instrument was executed, (b) convert any individual dwelling units or
common areas to commercial use, (c) initiate or acquiesce in a change in the
zoning classification of the Mortgaged Property, or (d) establish any
condominium or cooperative regime with respect to the Mortgaged Property.

      12. PROTECTION OF LENDER'S SECURITY.

      (a) If Borrower fails to perform any of its obligations under this
Instrument or any other Loan Document, or if any action or proceeding is
commenced which purports to affect the Mortgaged Property, Lender's security or
Lender's rights under this Instrument, including eminent domain, insolvency,
code enforcement, civil or criminal forfeiture, enforcement of Hazardous
Materials Laws, fraudulent conveyance or reorganizations or proceedings
involving a bankrupt or decedent, then Lender at Lender's option may make such
appearances, disburse such sums and take such actions as Lender reasonably deems
necessary to perform such obligations of Borrower and to protect Lender's
interest, including (1) payment of fees and out-of-pocket expenses of attorneys,
accountants, inspectors and consultants, (2) entry upon the Mortgaged Property
to make repairs or secure the Mortgaged Property, (3) procurement of the
insurance required by Section 19, and (4) payment of amounts which Borrower has
failed to pay under Sections 15 and 17.

      (b) Any amounts disbursed by Lender under this Section 12, or under any
other provision of this Instrument that treats such disbursement as being made
under this Section 12, shall be added to, and become part of, the principal
component of the Indebtedness, shall be immediately due and payable and shall
bear interest from the date of disbursement until paid at the "DEFAULT RATE", as
defined in the Note.

      (c) Nothing in this Section 12 shall require Lender to incur any expense
or take any action.

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<PAGE>

      13. INSPECTION. Lender, its agents, representatives, and designees may
make or cause to be made entries upon and inspections of the Mortgaged Property
(including environmental inspections and tests) during normal business hours, or
at any other reasonable time.

      14. BOOKS AND RECORDS; FINANCIAL REPORTING.

      (a) Borrower shall keep and maintain at all times at the Mortgaged
Property or the management agent's offices, and upon Lender's request shall make
available at the Mortgaged Property, complete and accurate books of account and
records (including copies of supporting bills and invoices) adequate to reflect
correctly the operation of the Mortgaged Property, and copies of all written
contracts, Leases, and other instruments which affect the Mortgaged Property.
The books, records, contracts, Leases and other instruments shall be subject to
examination and inspection at any reasonable time by Lender.

      (b) Borrower shall furnish to Lender all of the following:

            (1)   within 120 days after the end of each fiscal year of Borrower,
                  a statement of income and expenses for Borrower's operation of
                  the Mortgaged Property for that fiscal year, a statement of
                  changes in financial position of Borrower relating to the
                  Mortgaged Property for that fiscal year and, when requested by
                  Lender, a balance sheet showing all assets and liabilities of
                  Borrower relating to the Mortgaged Property as of the end of
                  that fiscal year;

            (2)   within 120 days after the end of each fiscal year of Borrower,
                  and at any other time upon Lender's request, a rent schedule
                  for the Mortgaged Property showing the name of each tenant,
                  and for each tenant, the space occupied, the lease expiration
                  date, the rent payable for the current month, the date through
                  which rent has been paid, and any related information
                  requested by Lender;

            (3)   within 120 days after the end of each fiscal year of Borrower,
                  and at any other time upon Lender's request, an accounting of
                  all security deposits held pursuant to all Leases, including
                  the name of the institution (if any) and the names and
                  identification numbers of the accounts (if any) in which such
                  security deposits are held and the name of the person to
                  contact at such financial institution, along with any
                  authority or release necessary for Lender to access
                  information regarding such accounts;

            (4)   within 120 days after the end of each fiscal year of Borrower,
                  and at any other time upon Lender's request, a statement that
                  identifies all owners of any interest in Borrower and the
                  interest held by each, if Borrower is a corporation, all
                  officers and directors of Borrower, and if Borrower is a
                  limited liability company, all managers who are not members;

            (5)   upon Lender's request, a monthly property management report
                  for the Mortgaged Property, showing the number of inquiries
                  made and rental applications received from tenants or
                  prospective tenants and deposits received from tenants and any
                  other information requested by Lender;

            (6)   upon Lender's request, a balance sheet, a statement of income
                  and expenses for Borrower and a statement of changes in
                  financial position of Borrower for Borrower's most recent
                  fiscal year; and

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<PAGE>

            (7)   if required by Lender, a statement of income and expense for
                  the Mortgaged Property for the prior month or quarter.

      (c) Each of the statements, schedules and reports required by Section
14(b) shall be certified to be complete and accurate by an individual having
authority to bind Borrower, and shall be in such form and contain such detail as
Lender may reasonably require. Lender also may require that any statements,
schedules or reports be audited at Borrower's expense by independent certified
public accountants acceptable to Lender.

      (d) If Borrower fails to provide in a timely manner the statements,
schedules and reports required by Section 14(b), Lender shall have the right to
have Borrower's books and records audited, at Borrower's expense, by independent
certified public accountants selected by Lender in order to obtain such
statements, schedules and reports, and all related costs and expenses of Lender
shall become immediately due and payable and shall become an additional part of
the Indebtedness as provided in Section 12.

      (e) If an Event of Default has occurred and is continuing, Borrower shall
deliver to Lender upon written demand all books and records relating to the
Mortgaged Property or its operation.

      (f) Borrower authorizes Lender to obtain a credit report on Borrower at
any time.

      (g) If an Event of Default has occurred and Lender has not previously
required Borrower to furnish a quarterly statement of income and expense for the
Mortgaged Property, Lender may require Borrower to furnish such a statement
within 45 days after the end of each fiscal quarter of Borrower following such
Event of Default.

      15. TAXES; OPERATING EXPENSES.

      (a) Subject to the provisions of Section 15(c) and Section 15(d), Borrower
shall pay, or cause to be paid, all Taxes when due and before the addition of
any interest, fine, penalty or cost for nonpayment.

      (b) Subject to the provisions of Section 15(c), Borrower shall pay the
expenses of operating, managing, maintaining and repairing the Mortgaged
Property (including insurance premiums, utilities, repairs and replacements)
before the last date upon which each such payment may be made without any
penalty or interest charge being added.

      (c) As long as no Event of Default exists and Borrower has timely
delivered to Lender any bills or premium notices that it has received, Borrower
shall not be obligated to pay Taxes, insurance premiums or any other individual
Imposition to the extent that sufficient Imposition Deposits are held by Lender
for the purpose of paying that specific Imposition. If an Event of Default
exists, Lender may exercise any rights Lender may have with respect to
Imposition Deposits without regard to whether Impositions are then due and
payable. Lender shall have no liability to Borrower for failing to pay any
Impositions to the extent that any Event of Default has occurred and is
continuing, insufficient Imposition Deposits are held by Lender at the time an
Imposition becomes due and payable or Borrower has failed to provide Lender with
bills and premium notices as provided above.

      (d) Borrower, at its own expense, may contest by appropriate legal
proceedings, conducted diligently and in good faith, the amount or validity of
any Imposition other than insurance premiums, if (1) Borrower notifies Lender of
the commencement or expected commencement of such proceedings, (2) the Mortgaged
Property is not in danger of being sold or forfeited, (3) Borrower deposits with
Lender reserves sufficient to pay the contested

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<PAGE>

Imposition, if requested by Lender, and (4) Borrower furnishes whatever
additional security is required in the proceedings or is reasonably requested by
Lender, which may include the delivery to Lender of the reserves established by
Borrower to pay the contested Imposition.

      (e) Borrower shall promptly deliver to Lender a copy of all notices of,
and invoices for, Impositions, and if Borrower pays any Imposition directly,
Borrower shall promptly furnish to Lender receipts evidencing such payments.

      16. LIENS; ENCUMBRANCES. Borrower acknowledges that, to the extent
provided in Section 21, the grant, creation or existence of any mortgage, deed
of trust, deed to secure debt, security interest or other lien or encumbrance (a
"LIEN") on the Mortgaged Property (other than the lien of this Instrument) or on
certain ownership interests in Borrower, whether voluntary, involuntary or by
operation of law, and whether or not such Lien has priority over the lien of
this Instrument, is a "Transfer" which constitutes an Event of Default.

      17. PRESERVATION, MANAGEMENT AND MAINTENANCE OF MORTGAGED PROPERTY.

      (a) Borrower (1) shall not commit waste or permit impairment or
deterioration of the Mortgaged Property, (2) shall not abandon the Mortgaged
Property, (3) shall restore or repair promptly, in a good and workmanlike
manner, any damaged part of the Mortgaged Property to the equivalent of its
original condition, or such other condition as Lender may approve in writing,
whether or not insurance proceeds or condemnation awards are available to cover
any costs of such restoration or repair, (4) shall keep the Mortgaged Property
in good repair, including the replacement of Personalty and Fixtures with items
of equal or better function and quality, (5) shall provide for professional
management of the Mortgaged Property by a residential rental property manager
satisfactory to Lender under a contract approved by Lender in writing, and (6)
shall give notice to Lender of and, unless otherwise directed in writing by
Lender, shall appear in and defend any action or proceeding purporting to affect
the Mortgaged Property, Lender's security or Lender's rights under this
Instrument. Borrower shall not (and shall not permit any tenant or other person
to) remove, demolish or alter the Mortgaged Property or any part of the
Mortgaged Property except in connection with the replacement of tangible
Personalty.

      (b) If, in connection with the making of the loan evidenced by the Note or
at any later date, Lender waives in writing the requirement of Section 17(a)(5)
above that Borrower enter into a written contract for management of the
Mortgaged Property and if, after the date of this Instrument, Borrower intends
to change the management of the Mortgaged Property, Lender shall have the right
to approve such new property manager and the written contract for the management
of the Mortgaged Property and require that Borrower and such new property
manager enter into an Assignment of Management Agreement on a form approved by
Lender. If required by Lender (whether before or after an Event of Default),
Borrower will cause any Affiliate of Borrower to whom fees are payable for the
management of the Mortgaged Property to enter into an agreement with Lender, in
a form approved by Lender, providing for subordination of those fees and such
other provisions as Lender may require. "Affiliate of Borrower" means any
corporation, partnership, joint venture, limited liability company, limited
liability partnership, trust or individual controlled by, under common control
with, or which controls Borrower (the term "control" for these purposes shall
mean the ability, whether by the ownership of shares or other equity interests,
by contract or otherwise, to elect a majority of the directors of a corporation,
to make management decisions on behalf of, or independently to select the
managing partner of, a partnership, or otherwise to have the power independently
to remove and then select a majority of those individuals exercising managerial
authority over an entity, and control shall be conclusively presumed in the case
of the ownership of 50% or more of the equity interests).

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<PAGE>

      18. ENVIRONMENTAL HAZARDS.

      (a) Except for matters covered by a written program of operations and
maintenance approved in writing by Lender (an "O&M PROGRAM") or matters
described in Section 18(b), Borrower shall not cause or permit any of the
following:

            (1)   the presence, use, generation, release, treatment, processing,
                  storage (including storage in above ground and underground
                  storage tanks), handling, or disposal of any Hazardous
                  Materials on or under the Mortgaged Property or any other
                  property of Borrower that is adjacent to the Mortgaged
                  Property;

            (2)   the transportation of any Hazardous Materials to, from, or
                  across the Mortgaged Property;

            (3)   any occurrence or condition on the Mortgaged Property or any
                  other property of Borrower that is adjacent to the Mortgaged
                  Property, which occurrence or condition is or may be in
                  violation of Hazardous Materials Laws; or

            (4)   any violation of or noncompliance with the terms of any
                  Environmental Permit with respect to the Mortgaged Property or
                  any property of Borrower that is adjacent to the Mortgaged
                  Property.

      The matters described in clauses (1) through (4) above are referred to
collectively in this Section 18 as "PROHIBITED ACTIVITIES OR CONDITIONS".

      (b) Prohibited Activities and Conditions shall not include the safe and
lawful use and storage of quantities of (1) pre-packaged supplies, cleaning
materials and petroleum products customarily used in the operation and
maintenance of comparable multifamily properties, (2) cleaning materials,
personal grooming items and other items sold in pre-packaged containers for
consumer use and used by tenants and occupants of residential dwelling units in
the Mortgaged Property; and (3) petroleum products used in the operation and
maintenance of motor vehicles from time to time located on the Mortgaged
Property's parking areas, so long as all of the foregoing are used, stored,
handled, transported and disposed of in compliance with Hazardous Materials
Laws.

      (c) Borrower shall take all commercially reasonable actions (including the
inclusion of appropriate provisions in any Leases executed after the date of
this Instrument) to prevent its employees, agents, and contractors, and all
tenants and other occupants from causing or permitting any Prohibited Activities
or Conditions. Borrower shall not lease or allow the sublease or use of all or
any portion of the Mortgaged Property to any tenant or subtenant for
nonresidential use by any user that, in the ordinary course of its business,
would cause or permit any Prohibited Activity or Condition.

      (d) If an O&M Program has been established with respect to Hazardous
Materials, Borrower shall comply in a timely manner with, and cause all
employees, agents, and contractors of Borrower and any other persons present on
the Mortgaged Property to comply with the O&M Program. All costs of performance
of Borrower's obligations under any O&M Program shall be paid by Borrower, and
Lender's out-of-pocket costs incurred in connection with the monitoring and
review of the O&M Program and Borrower's performance shall be paid by Borrower
upon demand by Lender. Any such out-of-pocket costs of Lender which Borrower
fails to pay promptly shall become an additional part of the Indebtedness as
provided in Section 12.

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<PAGE>

      (e) Borrower represents and warrants to Lender that, except as previously
disclosed by Borrower to Lender in writing:

            (1)   Borrower has not at any time engaged in, caused or permitted
                  any Prohibited Activities or Conditions;

            (2)   to the best of Borrower's knowledge after reasonable and
                  diligent inquiry, no Prohibited Activities or Conditions exist
                  or have existed;

            (3)   except to the extent previously disclosed by Borrower to
                  Lender in writing, the Mortgaged Property does not now contain
                  any underground storage tanks, and, to the best of Borrower's
                  knowledge after reasonable and diligent inquiry, the Mortgaged
                  Property has not contained any underground storage tanks in
                  the past. If there is an underground storage tank located on
                  the Property which has been previously disclosed by Borrower
                  to Lender in writing, that tank complies with all requirements
                  of Hazardous Materials Laws;

            (4)   Borrower has complied with all Hazardous Materials Laws,
                  including all requirements for notification regarding releases
                  of Hazardous Materials. Without limiting the generality of the
                  foregoing, Borrower has obtained all Environmental Permits
                  required for the operation of the Mortgaged Property in
                  accordance with Hazardous Materials Laws now in effect and all
                  such Environmental Permits are in full force and effect;

            (5)   no event has occurred with respect to the Mortgaged Property
                  that constitutes, or with the passing of time or the giving of
                  notice would constitute, noncompliance with the terms of any
                  Environmental Permit;

            (6)   there are no actions, suits, claims or proceedings pending or,
                  to the best of Borrower's knowledge after reasonable and
                  diligent inquiry, threatened that involve the Mortgaged
                  Property and allege, arise out of, or relate to any Prohibited
                  Activity or Condition; and

            (7)   Borrower has not received any complaint, order, notice of
                  violation or other communication from any Governmental
                  Authority with regard to air emissions, water discharges,
                  noise emissions or Hazardous Materials, or any other
                  environmental, health or safety matters affecting the
                  Mortgaged Property or any other property of Borrower that is
                  adjacent to the Mortgaged Property.

      The representations and warranties in this Section 18 shall be continuing
representations and warranties that shall be deemed to be made by Borrower
throughout the term of the loan evidenced by the Note, until the Indebtedness
has been paid in full.

      (f) Borrower shall promptly notify Lender in writing upon the occurrence
of any of the following events:

            (1)   Borrower's discovery of any Prohibited Activity or Condition;

            (2)   Borrower's receipt of or knowledge of any complaint, order,
                  notice of violation or other communication from any
                  Governmental Authority or other person with regard to present
                  or future alleged Prohibited Activities or Conditions or any
                  other environmental, health or safety matters

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<PAGE>

                  affecting the Mortgaged Property or any other property of
                  Borrower that is adjacent to the Mortgaged Property; and

            (3)   any representation or warranty in this Section 18 becomes
                  untrue after the date of this Agreement.

      Any such notice given by Borrower shall not relieve Borrower of, or result
in a waiver of, any obligation under this Instrument, the Note, or any other
Loan Document.

      (g) Borrower shall pay promptly the costs of any environmental
inspections, tests or audits ("ENVIRONMENTAL INSPECTIONS") required by Lender in
connection with any foreclosure or deed in lieu of foreclosure, or as a
condition of Lender's consent to any Transfer under Section 21, or required by
Lender following a reasonable determination by Lender that Prohibited Activities
or Conditions may exist. Any such costs incurred by Lender (including the fees
and out-of-pocket costs of attorneys and technical consultants whether incurred
in connection with any judicial or administrative process or otherwise) which
Borrower fails to pay promptly shall become an additional part of the
Indebtedness as provided in Section 12. The results of all Environmental
Inspections made by Lender shall at all times remain the property of Lender and
Lender shall have no obligation to disclose or otherwise make available to
Borrower or any other party such results or any other information obtained by
Lender in connection with its Environmental Inspections. Lender hereby reserves
the right, and Borrower hereby expressly authorizes Lender, to make available to
any party, including any prospective bidder at a foreclosure sale of the
Mortgaged Property, the results of any Environmental Inspections made by Lender
with respect to the Mortgaged Property. Borrower consents to Lender notifying
any party (either as part of a notice of sale or otherwise) of the results of
any of Lender's Environmental Inspections. Borrower acknowledges that Lender
cannot control or otherwise assure the truthfulness or accuracy of the results
of any of its Environmental Inspections and that the release of such results to
prospective bidders at a foreclosure sale of the Mortgaged Property may have a
material and adverse effect upon the amount which a party may bid at such sale.
Borrower agrees that Lender shall have no liability whatsoever as a result of
delivering the results of any of its Environmental Inspections to any third
party, and Borrower hereby releases and forever discharges Lender from any and
all claims, damages, or causes of action, arising out of, connected with or
incidental to the results of, the delivery of any of Lender's Environmental
Inspections.

      (h) If any investigation, site monitoring, containment, clean-up,
restoration or other remedial work ("REMEDIAL WORK") is necessary to comply with
any Hazardous Materials Law or order of any Governmental Authority that has or
acquires jurisdiction over the Mortgaged Property or the use, operation or
improvement of the Mortgaged Property under any Hazardous Materials Law,
Borrower shall, by the earlier of (1) the applicable deadline required by such
Hazardous Materials Law or (2) 30 days after notice from Lender demanding such
action, begin performing the Remedial Work, and thereafter diligently prosecute
it to completion, and shall in any event complete the work by the time required
by applicable Hazardous Materials Law. If Borrower fails to begin on a timely
basis or diligently prosecute any required Remedial Work, Lender may, at its
option, cause the Remedial Work to be completed, in which case Borrower shall
reimburse Lender on demand for the cost of doing so. Any reimbursement due from
Borrower to Lender shall become part of the Indebtedness as provided in Section
12.

      (i) Borrower shall cooperate with any inquiry by any Governmental
Authority and shall comply with any governmental or judicial order which arises
from any alleged Prohibited Activity or Condition.

      (j) Borrower shall indemnify, hold harmless and defend (i) Lender, (ii)
any prior owner or holder of the Note, (iii) the Loan Servicer, (iv) any prior
Loan Servicer, (v) the officers,

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<PAGE>


directors, shareholders, partners, employees and trustees of any of the
foregoing, and (vi) the heirs, legal representatives, successors and assigns of
each of the foregoing (collectively, the "INDEMNITEES") from and against all
proceedings, claims, damages, penalties and costs (whether initiated or sought
by Governmental Authorities or private parties), including fees and
out-of-pocket expenses of attorneys and expert witnesses, investigatory fees,
and remediation costs, whether incurred in connection with any judicial or
administrative process or otherwise, arising directly or indirectly from any of
the following:

            (1)   any breach of any representation or warranty of Borrower in
                  this Section 18;

            (2)   any failure by Borrower to perform any of its obligations
                  under this Section 18;

            (3)   the existence or alleged existence of any Prohibited Activity
                  or Condition;

            (4)   the presence or alleged presence of Hazardous Materials on or
                  under the Mortgaged Property or any property of Borrower that
                  is adjacent to the Mortgaged Property; and

            (5)   the actual or alleged violation of any Hazardous Materials
                  Law.

      (k) Counsel selected by Borrower to defend Indemnitees shall be subject to
the approval of those Indemnitees. However, any Indemnitee may elect to defend
any claim or legal or administrative proceeding at the Borrower's expense.

      (l) Borrower shall not, without the prior written consent of those
Indemnitees who are named as parties to a claim or legal or administrative
proceeding (a "CLAIM"), settle or compromise the Claim if the settlement (1)
results in the entry of any judgment that does not include as an unconditional
term the delivery by the claimant or plaintiff to Lender of a written release of
those Indemnitees, satisfactory in form and substance to Lender; or (2) may
materially and adversely affect Lender, as determined by Lender in its
discretion.

      (m) Lender agrees that the indemnity under this Section 18 shall be
limited to the assets of Borrower and Lender shall not seek to recover any
deficiency from any natural persons who are general partners of Borrower.

      (n) Borrower shall, at its own cost and expense, do all of the following:

            (1)   pay or satisfy any judgment or decree that may be entered
                  against any Indemnitee or Indemnitees in any legal or
                  administrative proceeding incident to any matters against
                  which Indemnitees are entitled to be indemnified under this
                  Section 18;

            (2)   reimburse Indemnitees for any expenses paid or incurred in
                  connection with any matters against which Indemnitees are
                  entitled to be indemnified under this Section 18; and

            (3)   reimburse Indemnitees for any and all expenses, including fees
                  and out-of-pocket expenses of attorneys and expert witnesses,
                  paid or incurred in connection with the enforcement by
                  Indemnitees of their rights under this Section 18, or in
                  monitoring and participating in any legal or administrative
                  proceeding.

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<PAGE>

      (o) In any circumstances in which the indemnity under this Section 18
applies, Lender may employ its own legal counsel and consultants to prosecute,
defend or negotiate any claim or legal or administrative proceeding and Lender,
with the prior written consent of Borrower (which shall not be unreasonably
withheld, delayed or conditioned), may settle or compromise any action or legal
or administrative proceeding. Borrower shall reimburse Lender upon demand for
all costs and expenses incurred by Lender, including all costs of settlements
entered into in good faith, and the fees and out-of-pocket expenses of such
attorneys and consultants.

      (p) The provisions of this Section 18 shall be in addition to any and all
other obligations and liabilities that Borrower may have under applicable law or
under other Loan Documents, and each Indemnitee shall be entitled to
indemnification under this Section 18 without regard to whether Lender or that
Indemnitee has exercised any rights against the Mortgaged Property or any other
security, pursued any rights against any guarantor, or pursued any other rights
available under the Loan Documents or applicable law. If Borrower consists of
more than one person or entity, the obligation of those persons or entities to
indemnify the Indemnitees under this Section 18 shall be joint and several. The
obligation of Borrower to indemnify the Indemnitees under this Section 18 shall
survive any repayment or discharge of the Indebtedness, any foreclosure
proceeding, any foreclosure sale, any delivery of any deed in lieu of
foreclosure, and any release of record of the lien of this Instrument.

      19. PROPERTY AND LIABILITY INSURANCE.

      (a) Borrower shall keep the Improvements insured at all times against such
hazards as Lender may from time to time require, which insurance shall include
but not be limited to coverage against loss by fire and allied perils, general
boiler and machinery coverage, and business income coverage. Lender's insurance
requirements may change from time to time throughout the term of the
Indebtedness. If Lender so requires, such insurance shall also include sinkhole
insurance, mine subsidence insurance, earthquake insurance, and, if the
Mortgaged Property does not conform to applicable zoning or land use laws,
building ordinance or law coverage. If any of the Improvements is located in an
area identified by the Federal Emergency Management Agency (or any successor to
that agency) as an area having special flood hazards, and if flood insurance is
available in that area, Borrower shall insure such Improvements against loss by
flood.

      (b) All premiums on insurance policies required under Section 19(a) shall
be paid in the manner provided in Section 7, unless Lender has designated in
writing another method of payment. All such policies shall also be in a form
approved by Lender. All policies of property damage insurance shall include a
non-contributing, non-reporting mortgage clause in favor of, and in a form
approved by, Lender. Lender shall have the right to hold the original policies
or duplicate original policies of all insurance required by Section 19(a).
Borrower shall promptly deliver to Lender a copy of all renewal and other
notices received by Borrower with respect to the policies and all receipts for
paid premiums. At least 30 days prior to the expiration date of a policy,
Borrower shall deliver to Lender the original (or a duplicate original) of a
renewal policy in form satisfactory to Lender.

      (c) Borrower shall maintain at all times commercial general liability
insurance, workers' compensation insurance and such other liability, errors and
omissions and fidelity insurance coverages as Lender may from time to time
require.

      (d) All insurance policies and renewals of insurance policies required by
this Section 19 shall be in such amounts and for such periods as Lender may from
time to time require, and shall be issued by insurance companies satisfactory to
Lender.

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<PAGE>

      (e) Borrower shall comply with all insurance requirements and shall not
permit any condition to exist on the Mortgaged Property that would invalidate
any part of any insurance coverage that this Instrument requires Borrower to
maintain.

      (f) In the event of loss, Borrower shall give immediate written notice to
the insurance carrier and to Lender. Borrower hereby authorizes and appoints
Lender as attorney-in-fact for Borrower to make proof of loss, to adjust and
compromise any claims under policies of property damage insurance, to appear in
and prosecute any action arising from such property damage insurance policies,
to collect and receive the proceeds of property damage insurance, and to deduct
from such proceeds Lender's expenses incurred in the collection of such
proceeds. This power of attorney is coupled with an interest and therefore is
irrevocable. However, nothing contained in this Section 19 shall require Lender
to incur any expense or take any action. Lender may, at Lender's option, (1)
hold the balance of such proceeds to be used to reimburse Borrower for the cost
of restoring and repairing the Mortgaged Property to the equivalent of its
original condition or to a condition approved by Lender (the "RESTORATION"), or
(2) apply the balance of such proceeds to the payment of the Indebtedness,
whether or not then due. To the extent Lender determines to apply insurance
proceeds to Restoration, Lender shall do so in accordance with Lender's
then-current policies relating to the restoration of casualty damage on similar
multifamily properties.

      (g) Lender shall not exercise its option to apply insurance proceeds to
the payment of the Indebtedness if all of the following conditions are met: (1)
no Event of Default (or any event which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default) has occurred and
is continuing; (2) Lender determines, in its discretion, that there will be
sufficient funds to complete the Restoration; (3) Lender determines, in its
discretion, that the rental income from the Mortgaged Property after completion
of the Restoration will be sufficient to meet all operating costs and other
expenses, Imposition Deposits, deposits to reserves and loan repayment
obligations relating to the Mortgaged Property; (4) Lender determines, in its
discretion, that the Restoration will be completed before the earlier of (A) one
year before the maturity date of the Note or (B) one year after the date of the
loss or casualty; and (5) upon Lender's request, Borrower provides Lender
evidence of the availability during and after the Restoration of the insurance
required to be maintained by Borrower pursuant to this Section 19.

      (h) If the Mortgaged Property is sold at a foreclosure sale or Lender
acquires title to the Mortgaged Property, Lender shall automatically succeed to
all rights of Borrower in and to any insurance policies and unearned insurance
premiums and in and to the proceeds resulting from any damage to the Mortgaged
Property prior to such sale or acquisition.

      20. CONDEMNATION.

      (a) Borrower shall promptly notify Lender of any action or proceeding
relating to any condemnation or other taking, or conveyance in lieu thereof, of
all or any part of the Mortgaged Property, whether direct or indirect (a
"CONDEMNATION"). Borrower shall appear in and prosecute or defend any action or
proceeding relating to any Condemnation unless otherwise directed by Lender in
writing. Borrower authorizes and appoints Lender as attorney-in-fact for
Borrower to commence, appear in and prosecute, in Lender's or Borrower's name,
any action or proceeding relating to any Condemnation and to settle or
compromise any claim in connection with any Condemnation. This power of attorney
is coupled with an interest and therefore is irrevocable. However, nothing
contained in this Section 20 shall require Lender to incur any expense or take
any action. Borrower hereby transfers and assigns to Lender all right, title and
interest of Borrower in and to any award or payment with respect to (i) any
Condemnation, or any conveyance in lieu of Condemnation, and (ii) any damage to
the Mortgaged Property caused by governmental action that does not result in a
Condemnation.

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<PAGE>

      (b) Lender may apply such awards or proceeds, after the deduction of
Lender's expenses incurred in the collection of such amounts, at Lender's
option, to the restoration or repair of the Mortgaged Property or to the payment
of the Indebtedness, with the balance, if any, to Borrower. Unless Lender
otherwise agrees in writing, any application of any awards or proceeds to the
Indebtedness shall not extend or postpone the due date of any monthly
installments referred to in the Note, Section 7 of this Instrument or any
Collateral Agreement, or change the amount of such installments. Borrower agrees
to execute such further evidence of assignment of any awards or proceeds as
Lender may require.

      21. TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER.

      (a) The occurrence of any of the following events shall constitute an
Event of Default under this Instrument:

            (1)   a Transfer of all or any part of the Mortgaged Property or any
                  interest in the Mortgaged Property;

            (2)   a Transfer of a Controlling Interest in Borrower;

            (3)   a Transfer of a Controlling Interest in any entity which owns,
                  directly or indirectly through one or more intermediate
                  entities, a Controlling Interest in Borrower;

            (4)   a Transfer of all or any part of Key Principal's ownership
                  interests (other than limited partnership interests) in
                  Borrower, or in any other entity which owns, directly or
                  indirectly through one or more intermediate entities, an
                  ownership interest in Borrower;

            (5)   if Key Principal is an entity, (A) a Transfer of a Controlling
                  Interest in Key Principal, or (B) a Transfer of a Controlling
                  Interest in any entity which owns, directly or indirectly
                  through one or more intermediate entities, a Controlling
                  Interest in Key Principal;

            (6)   if Borrower or Key Principal is a trust, the termination or
                  revocation of such trust; and

            (7)   a conversion of Borrower from one type of legal entity into
                  another type of legal entity, whether or not there is a
                  Transfer.

      Lender shall not be required to demonstrate any actual impairment of its
security or any increased risk of default in order to exercise any of its
remedies with respect to an Event of Default under this Section 21.

      (b) The occurrence of any of the following events shall not constitute an
Event of Default under this Instrument, notwithstanding any provision of Section
21(a) to the contrary:

            (1)   a Transfer to which Lender has consented;

            (2)   a Transfer that occurs by devise, descent, or by operation of
                  law upon the death of a natural person;

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<PAGE>

            (3)   the grant of a leasehold interest in an individual dwelling
                  unit for a term of two years or less not containing an option
                  to purchase;

            (4)   a Transfer of obsolete or worn out Personalty or Fixtures that
                  are contemporaneously replaced by items of equal or better
                  function and quality, which are free of liens, encumbrances
                  and security interests other than those created by the Loan
                  Documents or consented to by Lender;

            (5)   the grant of an easement, if before the grant Lender
                  determines that the easement will not materially affect the
                  operation or value of the Mortgaged Property or Lender's
                  interest in the Mortgaged Property, and Borrower pays to
                  Lender, upon demand, all costs and expenses incurred by Lender
                  in connection with reviewing Borrower's request; and

            (6)   the creation of a tax lien or a mechanic's, materialman's or
                  judgment lien against the Mortgaged Property which is bonded
                  off, released of record or otherwise remedied to Lender's
                  satisfaction within 30 days of the date of creation.

      (c) Lender shall consent, without any adjustment to the rate at which the
Indebtedness secured by this Instrument bears interest or to any other economic
terms of the Indebtedness, to a Transfer that would otherwise violate this
Section 21 if, prior to the Transfer, Borrower has satisfied each of the
following requirements:

            (1)   the submission to Lender of all information required by Lender
                  to make the determination required by this Section 21(c);

            (2)   the absence of any Event of Default;

            (3)   the transferee meets all of the eligibility, credit,
                  management and other standards (including any standards with
                  respect to previous relationships between Lender and the
                  transferee and the organization of the transferee) customarily
                  applied by Lender at the time of the proposed Transfer to the
                  approval of borrowers in connection with the origination or
                  purchase of similar mortgages, deeds of trust or deeds to
                  secure debt on multifamily properties;

            (4)   the Mortgaged Property, at the time of the proposed Transfer,
                  meets all standards as to its physical condition that are
                  customarily applied by Lender at the time of the proposed
                  Transfer to the approval of properties in connection with the
                  origination or purchase of similar mortgages on multifamily
                  properties;

            (5)   in the case of a Transfer of all or any part of the Mortgaged
                  Property, or direct or indirect ownership interests in
                  Borrower or Key Principal (if an entity), if transferor or any
                  other person has obligations under any Loan Document, the
                  execution by the transferee or one or more individuals or
                  entities acceptable to Lender of an assumption agreement
                  (including, if applicable, an Acknowledgment and Agreement of
                  Key Principal to Personal Liability for Exceptions to
                  Non-Recourse Liability) that is acceptable to Lender and that,
                  among other things, requires the transferee or such individual
                  or entity to perform all obligations of transferor or such
                  person set forth in such Loan Document, and may require that
                  the transferee comply

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<PAGE>

                  with any provisions of this Instrument or any other Loan
                  Document which previously may have been waived by Lender;

            (6)   if a guaranty has been executed and delivered in connection
                  with the Note, this Instrument or any of the other Loan
                  Documents, the Borrower causes one or more individuals or
                  entities acceptable to Lender to execute and deliver to Lender
                  a guaranty in a form acceptable to Lender; and

            (7)   Lender's receipt of all of the following:

                  (A)   a non-refundable review fee in the amount of $3,000 and
                        a transfer fee equal to 1 percent of the outstanding
                        Indebtedness immediately prior to the Transfer.

                  (B)   In addition, Borrower shall be required to reimburse
                        Lender for all of Lender's out-of-pocket costs
                        (including reasonable attorneys' fees) incurred in
                        reviewing the Transfer request, to the extent such
                        expenses exceed $3,000.

      (d) For purposes of this Section, the following terms shall have the
meanings set forth below:

            (1)   "INITIAL OWNERS" means, with respect to Borrower or any other
                  entity, the persons or entities who on the date of the Note
                  own in the aggregate 100% of the ownership interests in
                  Borrower or that entity.

            (2)   A Transfer of a "CONTROLLING INTEREST" shall mean, with
                  respect to any entity, the following:

                  (i)   if such entity is a general partnership or a joint
                        venture, a Transfer of any general partnership interest
                        or joint venture interest which would cause the Initial
                        Owners to own less than 51% of all general partnership
                        or joint venture interests in such entity;

                  (ii)  if such entity is a limited partnership, a Transfer of
                        any general partnership interest;

                  (iii) if such entity is a limited liability company or a
                        limited liability partnership, a Transfer of any
                        membership or other ownership interest which would cause
                        the Initial Owners to own less than 51% of all
                        membership or other ownership interests in such entity;

                  (iv)  if such entity is a corporation (other than a
                        Publicly-Held Corporation) with only one class of voting
                        stock, a Transfer of any voting stock which would cause
                        the Initial Owners to own less than 51% of voting stock
                        in such corporation;

                  (v)   if such entity is a corporation (other than a
                        Publicly-Held Corporation) with more than one class of
                        voting stock, a Transfer of any voting stock which would
                        cause the Initial Owners to own less than a sufficient
                        number of shares of voting stock having the power to
                        elect the majority of directors of such corporation; and

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                                                        (C) 1997-2001 Fannie Mae
<PAGE>

                  (vi)  if such entity is a trust, the removal, appointment or
                        substitution of a trustee of such trust other than (A)
                        in the case of a land trust, or (B) if the trustee of
                        such trust after such removal, appointment or
                        substitution is a trustee identified in the trust
                        agreement approved by Lender.

            (3)   "PUBLICLY-HELD CORPORATION" shall mean a corporation the
                  outstanding voting stock of which is registered under Section
                  12(b) or 12(g) of the Securities and Exchange Act of 1934, as
                  amended.

      22. EVENTS OF DEFAULT. The occurrence of any one or more of the following
shall constitute an Event of Default under this Instrument:

      (a) any failure by Borrower to pay or deposit when due any amount required
by the Note, this Instrument or any other Loan Document;

      (b) any failure by Borrower to maintain the insurance coverage required by
Section 19;

      (c) any failure by Borrower to comply with the provisions of Section 33;

      (d) fraud or material misrepresentation or material omission by Borrower,
or any of its officers, directors, trustees, general partners or managers, Key
Principal or any guarantor in connection with (A) the application for or
creation of the Indebtedness, (B) any financial statement, rent roll, or other
report or information provided to Lender during the term of the Indebtedness, or
(C) any request for Lender's consent to any proposed action, including a request
for disbursement of funds under any Collateral Agreement;

      (e) any Event of Default under Section 21;

      (f) the commencement of a forfeiture action or proceeding, whether civil
or criminal, which, in Lender's reasonable judgment, could result in a
forfeiture of the Mortgaged Property or otherwise materially impair the lien
created by this Instrument or Lender's interest in the Mortgaged Property;

      (g) any failure by Borrower to perform any of its obligations under this
Instrument (other than those specified in Sections 22(a) through (f)), as and
when required, which continues for a period of 30 days after notice of such
failure by Lender to Borrower, but no such notice or grace period shall apply in
the case of any such failure which could, in Lender's judgment, absent immediate
exercise by Lender of a right or remedy under this Instrument, result in harm to
Lender, impairment of the Note or this Instrument or any other security given
under any other Loan Document;

      (h) any failure by Borrower to perform any of its obligations as and when
required under any Loan Document other than this Instrument which continues
beyond the applicable cure period, if any, specified in that Loan Document; and

      (i) any exercise by the holder of any other debt instrument secured by a
mortgage, deed of trust or deed to secure debt on the Mortgaged Property of a
right to declare all amounts due under that debt instrument immediately due and
payable.

      23. REMEDIES CUMULATIVE. Each right and remedy provided in this Instrument
is distinct from all other rights or remedies under this Instrument or any other
Loan

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                                                        (C) 1997-2001 Fannie Mae
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Document or afforded by applicable law, and each shall be cumulative and may be
exercised concurrently, independently, or successively, in any order.

      24. FORBEARANCE.

      (a) Lender may (but shall not be obligated to) agree with Borrower, from
time to time, and without giving notice to, or obtaining the consent of, or
having any effect upon the obligations of, any guarantor or other third party
obligor, to take any of the following actions: extend the time for payment of
all or any part of the Indebtedness; reduce the payments due under this
Instrument, the Note, or any other Loan Document; release anyone liable for the
payment of any amounts under this Instrument, the Note, or any other Loan
Document; accept a renewal of the Note; modify the terms and time of payment of
the Indebtedness; join in any extension or subordination agreement; release any
Mortgaged Property; take or release other or additional security; modify the
rate of interest or period of amortization of the Note or change the amount of
the monthly installments payable under the Note; and otherwise modify this
Instrument, the Note, or any other Loan Document.

      (b) Any forbearance by Lender in exercising any right or remedy under the
Note, this Instrument, or any other Loan Document or otherwise afforded by
applicable law, shall not be a waiver of or preclude the exercise of any other
right or remedy. The acceptance by Lender of payment of all or any part of the
Indebtedness after the due date of such payment, or in an amount which is less
than the required payment, shall not be a waiver of Lender's right to require
prompt payment when due of all other payments on account of the Indebtedness or
to exercise any remedies for any failure to make prompt payment. Enforcement by
Lender of any security for the Indebtedness shall not constitute an election by
Lender of remedies so as to preclude the exercise of any other right available
to Lender. Lender's receipt of any awards or proceeds under Sections 19 and 20
shall not operate to cure or waive any Event of Default.

      25. LOAN CHARGES. If any applicable law limiting the amount of interest or
other charges permitted to be collected from Borrower is interpreted so that any
charge provided for in any Loan Document, whether considered separately or
together with other charges levied in connection with any other Loan Document,
violates that law, and Borrower is entitled to the benefit of that law, that
charge is hereby reduced to the extent necessary to eliminate that violation.
The amounts, if any, previously paid to Lender in excess of the permitted
amounts shall be applied by Lender to reduce the principal of the Indebtedness.
For the purpose of determining whether any applicable law limiting the amount of
interest or other charges permitted to be collected from Borrower has been
violated, all Indebtedness which constitutes interest, as well as all other
charges levied in connection with the Indebtedness which constitute interest,
shall be deemed to be allocated and spread over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be effected in such a manner that the rate of interest so computed is uniform
throughout the stated term of the Note.

      26. WAIVER OF STATUTE OF LIMITATIONS. Borrower hereby waives the right to
assert any statute of limitations as a bar to the enforcement of the lien of
this Instrument or to any action brought to enforce any Loan Document.

      27. WAIVER OF MARSHALLING. Notwithstanding the existence of any other
security interests in the Mortgaged Property held by Lender or by any other
party, Lender shall have the right to determine the order in which any or all of
the Mortgaged Property shall be subjected to the remedies provided in this
Instrument, the Note, any other Loan Document or applicable law. Lender shall
have the right to determine the order in which any or all portions of the
Indebtedness are satisfied from the proceeds realized upon the exercise of such
remedies. Borrower and any party who now or in the future acquires a security
interest in the Mortgaged Property and who has actual or constructive notice of
this Instrument waives any and all right to

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require the marshalling of assets or to require that any of the Mortgaged
Property be sold in the inverse order of alienation or that any of the Mortgaged
Property be sold in parcels or as an entirety in connection with the exercise of
any of the remedies permitted by applicable law or provided in this Instrument.

      28. FURTHER ASSURANCES. Borrower shall execute, acknowledge, and deliver,
at its sole cost and expense, all further acts, deeds, conveyances, assignments,
estoppel certificates, financing statements, transfers and assurances as Lender
may require from time to time in order to better assure, grant, and convey to
Lender the rights intended to be granted, now or in the future, to Lender under
this Instrument and the Loan Documents.

      29. ESTOPPEL CERTIFICATE. Within 10 days after a request from Lender,
Borrower shall deliver to Lender a written statement, signed and acknowledged by
Borrower, certifying to Lender or any person designated by Lender, as of the
date of such statement, (i) that the Loan Documents are unmodified and in full
force and effect (or, if there have been modifications, that the Loan Documents
are in full force and effect as modified and setting forth such modifications);
(ii) the unpaid principal balance of the Note; (iii) the date to which interest
under the Note has been paid; (iv) that Borrower is not in default in paying the
Indebtedness or in performing or observing any of the covenants or agreements
contained in this Instrument or any of the other Loan Documents (or, if the
Borrower is in default, describing such default in reasonable detail); (v)
whether or not there are then existing any setoffs or defenses known to Borrower
against the enforcement of any right or remedy of Lender under the Loan
Documents; and (vi) any additional facts requested by Lender.

      30. GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE.

      (a) This Instrument, and any Loan Document which does not itself expressly
identify the law that is to apply to it, shall be governed by the laws of the
jurisdiction in which the Land is located (the "PROPERTY JURISDICTION").

      (b) Borrower agrees that any controversy arising under or in relation to
the Note, this Instrument, or any other Loan Document shall be litigated
exclusively in the Property Jurisdiction. The state and federal courts and
authorities with jurisdiction in the Property Jurisdiction shall have exclusive
jurisdiction over all controversies which shall arise under or in relation to
the Note, any security for the Indebtedness, or any other Loan Document.
Borrower irrevocably consents to service, jurisdiction, and venue of such courts
for any such litigation and waives any other venue to which it might be entitled
by virtue of domicile, habitual residence or otherwise.

      31. NOTICE.

      (a) All notices, demands and other communications ("NOTICE") under or
concerning this Instrument shall be in writing. Each notice shall be addressed
to the intended recipient at its address set forth in this Instrument, and shall
be deemed given on the earliest to occur of (1) the date when the notice is
received by the addressee; (2) the first Business Day after the notice is
delivered to a recognized overnight courier service, with arrangements made for
payment of charges for next Business Day delivery; or (3) the third Business Day
after the notice is deposited in the United States mail with postage prepaid,
certified mail, return receipt requested. As used in this Section 31, the term
"Business Day" means any day other than a Saturday, a Sunday or any other day on
which Lender is not open for business.

      (b) Any party to this Instrument may change the address to which notices
intended for it are to be directed by means of notice given to the other party
in accordance with this Section 31. Each party agrees that it will not refuse or
reject delivery of any notice given in

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accordance with this Section 31, that it will acknowledge, in writing, the
receipt of any notice upon request by the other party and that any notice
rejected or refused by it shall be deemed for purposes of this Section 31 to
have been received by the rejecting party on the date so refused or rejected, as
conclusively established by the records of the U.S. Postal Service or the
courier service.

      (c) Any notice under the Note and any other Loan Document which does not
specify how notices are to be given shall be given in accordance with this
Section 31.

      32. SALE OF NOTE; CHANGE IN SERVICER. The Note or a partial interest in
the Note (together with this Instrument and the other Loan Documents) may be
sold one or more times without prior notice to Borrower. A sale may result in a
change of the Loan Servicer. There also may be one or more changes of the Loan
Servicer unrelated to a sale of the Note. If there is a change of the Loan
Servicer, Borrower will be given notice of the change.

      33. SINGLE ASSET BORROWER. Until the Indebtedness is paid in full,
Borrower (a) shall not acquire any real or personal property other than the
Mortgaged Property and personal property related to the operation and
maintenance of the Mortgaged Property; (b) shall not operate any business other
than the management and operation of the Mortgaged Property; and (c) shall not
maintain its assets in a way difficult to segregate and identify.

      34. SUCCESSORS AND ASSIGNS BOUND. This Instrument shall bind, and the
rights granted by this Instrument shall inure to, the respective successors and
assigns of Lender and Borrower. However, a Transfer not permitted by Section 21
shall be an Event of Default.

      35. JOINT AND SEVERAL LIABILITY. If more than one person or entity signs
this Instrument as Borrower, the obligations of such persons and entities shall
be joint and several.

      36. RELATIONSHIP OF PARTIES; NO THIRD PARTY BENEFICIARY.

      (a) The relationship between Lender and Borrower shall be solely that of
creditor and debtor, respectively, and nothing contained in this Instrument
shall create any other relationship between Lender and Borrower.

      (b) No creditor of any party to this Instrument and no other person shall
be a third party beneficiary of this Instrument or any other Loan Document.
Without limiting the generality of the preceding sentence, (1) any arrangement
(a "SERVICING ARRANGEMENT") between the Lender and any Loan Servicer for loss
sharing or interim advancement of funds shall constitute a contractual
obligation of such Loan Servicer that is independent of the obligation of
Borrower for the payment of the Indebtedness, (2) Borrower shall not be a third
party beneficiary of any Servicing Arrangement, and (3) no payment by the Loan
Servicer under any Servicing Arrangement will reduce the amount of the
Indebtedness.

      37. SEVERABILITY; AMENDMENTS. The invalidity or unenforceability of any
provision of this Instrument shall not affect the validity or enforceability of
any other provision, and all other provisions shall remain in full force and
effect. This Instrument contains the entire agreement among the parties as to
the rights granted and the obligations assumed in this Instrument. This
Instrument may not be amended or modified except by a writing signed by the
party against whom enforcement is sought.

      38. CONSTRUCTION. The captions and headings of the sections of this
Instrument are for convenience only and shall be disregarded in construing this
Instrument. Any reference in this Instrument to an "Exhibit" or a "Section"
shall, unless otherwise explicitly provided, be

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construed as referring, respectively, to an Exhibit attached to this Instrument
or to a Section of this Instrument. All Exhibits attached to or referred to in
this Instrument are incorporated by reference into this Instrument. Any
reference in this Instrument to a statute or regulation shall be construed as
referring to that statute or regulation as amended from time to time. Use of the
singular in this Agreement includes the plural and use of the plural includes
the singular. As used in this Instrument, the term "including" means "including,
but not limited to."

      39. LOAN SERVICING. All actions regarding the servicing of the loan
evidenced by the Note, including the collection of payments, the giving and
receipt of notice, inspections of the Property, inspections of books and
records, and the granting of consents and approvals, may be taken by the Loan
Servicer unless Borrower receives notice to the contrary. If Borrower receives
conflicting notices regarding the identity of the Loan Servicer or any other
subject, any such notice from Lender shall govern.

      40. DISCLOSURE OF INFORMATION. Lender may furnish information regarding
Borrower or the Mortgaged Property to third parties with an existing or
prospective interest in the servicing, enforcement, evaluation, performance,
purchase or securitization of the Indebtedness, including trustees, master
servicers, special servicers, rating agencies, and organizations maintaining
databases on the underwriting and performance of multifamily mortgage loans.
Borrower irrevocably waives any and all rights it may have under applicable law
to prohibit such disclosure, including any right of privacy.

      41. NO CHANGE IN FACTS OR CIRCUMSTANCES. All information in the
application for the loan submitted to Lender (the "LOAN APPLICATION") and in all
financial statements, rent rolls, reports, certificates and other documents
submitted in connection with the Loan Application are complete and accurate in
all material respects. There has been no material adverse change in any fact or
circumstance that would make any such information incomplete or inaccurate.

      42. SUBROGATION. If, and to the extent that, the proceeds of the loan
evidenced by the Note are used to pay, satisfy or discharge any obligation of
Borrower for the payment of money that is secured by a pre-existing mortgage,
deed of trust or other lien encumbering the Mortgaged Property (a "PRIOR LIEN"),
such loan proceeds shall be deemed to have been advanced by Lender at Borrower's
request, and Lender shall automatically, and without further action on its part,
be subrogated to the rights, including lien priority, of the owner or holder of
the obligation secured by the Prior Lien, whether or not the Prior Lien is
released.

      43. ACCELERATION; REMEDIES. If an Event of Default has occurred and is
continuing, Lender, at Lender's option, may declare the Indebtedness to be
immediately due and payable without further demand, and may invoke the power of
sale and any other remedies permitted by California law or provided in this
Instrument or in any other Loan Document. Borrower acknowledges that the power
of sale granted in this Instrument may be exercised by Lender without prior
judicial hearing. Lender shall be entitled to collect all costs and expenses
incurred in pursuing such remedies, including attorneys' fees, costs of
documentary evidence, abstracts and title reports.

      If the power of sale is invoked, Lender shall execute a written notice of
the occurrence of an Event of Default and of Lender's election to cause the
Mortgaged Property to be sold and shall cause the notice to be recorded in each
county in which the Mortgaged Property or some part of the Mortgaged Property is
located. Trustee shall give notice of default and notice of sale and shall sell
the Mortgaged Property according to California law. Trustee may sell the
Mortgaged Property at the time and place and under the terms designated in the
notice of sale in one or more parcels and in such order as Trustee may
determine. Trustee may postpone the sale of all or any part of the Mortgaged
Property by public announcement at the time and place of any

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previously scheduled sale. Lender or Lender's designee may purchase the
Mortgaged Property at any sale.

      At the sale, Lender shall be entitled to credit bid, or to instruct
Trustee, on behalf of Lender to credit bid, up to and including the entire
amount of the Indebtedness plus Trustee's fees and expenses. Trustee shall
deliver to the purchaser at the sale, within a reasonable time, but in any event
within 10 calendar days, after the sale, a deed conveying the Mortgaged Property
so sold without any express or implied covenant or warranty. The recitals in
Trustee's deed shall be prima facie evidence of the truth of the statements made
in those recitals. Trustee shall apply the proceeds of the sale in the following
order: (a) to all costs and expenses of exercising the power of sale, including
the payment of Trustee's fees and attorneys' fees and costs of title evidence;
(b) to the Indebtedness in such order as Lender, in Lender's discretion,
directs; and (c) the excess, if any, to the person or persons legally entitled
to the excess.

      44. RECONVEYANCE. Upon payment of the Indebtedness, Lender shall request
Trustee to reconvey the Mortgaged Property and shall surrender this Instrument
and the Note to Trustee. Trustee shall reconvey the Mortgaged Property without
warranty to the person or persons legally entitled to the Mortgaged Property.
Such person or persons shall pay Trustee's reasonable costs incurred in so
reconveying the Mortgaged Property.

      45. SUBSTITUTE TRUSTEE. Lender, at Lender's option, may from time to time,
by a written instrument, appoint a successor trustee, which instrument, when
executed and acknowledged by Lender and recorded in the office of the Recorder
of the county or counties where the Mortgaged Property is situated, shall be
conclusive proof of proper substitution of the successor trustee. The successor
trustee shall, without conveyance of the Mortgaged Property, succeed to all the
title, power and duties conferred upon the Trustee in this Instrument and by
California law. The instrument of substitution shall contain the name of the
original Lender, Trustee and Borrower under this Instrument, the book and page
where this Instrument is recorded, and the name and address of the successor
trustee. If notice of default has been recorded, this power of substitution
cannot be exercised until after the costs, fees and expenses of the then acting
Trustee have been paid to such Trustee, who shall endorse receipt of those
costs, fees and expenses upon the instrument of substitution. The procedure
provided for substitution of trustee in this Instrument shall govern to the
exclusion of all other provisions for substitution, statutory or otherwise.

      46. STATEMENT OF OBLIGATION. Lender may collect a fee not to exceed the
maximum allowed by applicable law for furnishing the statement of obligation as
provided in Section 2943 of the Civil Code of California.

      47. SPOUSE'S SEPARATE PROPERTY. Each Borrower who is a married person
expressly agrees that recourse may be had against his or her community property
and separate property.

      48. FIXTURE FILING. This Instrument is also a fixture filing under the
Uniform Commercial Code of California.

      49. ADDITIONAL PROVISION REGARDING APPLICATION OF PAYMENTS. In addition to
the provisions of Section 9, Borrower further agrees that, if Lender accepts a
guaranty of only a portion of the Indebtedness, Borrower waives its right under
California Civil Code Section 2822(a), to designate the portion of the
Indebtedness which shall be satisfied by a guarantor's partial payment.

      50. WAIVER OF MARSHALLING; OTHER WAIVERS. To the extent permitted by law,
Borrower waives (i) the benefit of all present or future laws providing for any

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appraisement before sale of any portion of the Mortgaged Property, (ii) all
rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the Indebtedness and marshalling
in the event of foreclosure of the lien created by this Instrument, (iii) all
rights and remedies which Borrower may have or be able to assert by reason of
the laws of the State of California pertaining to the rights and remedies of
sureties, (iv) the right to assert any statute of limitations as a bar to the
enforcement of the lien of this Instrument or to any action brought to enforce
the Note or any other obligation secured by this Instrument, and (v) any rights,
legal or equitable, to require marshalling of assets or to require upon
foreclosure sales in a particular order, including any rights under California
Civil Code Sections 2899 and 3433. Lender shall have the right to determine the
order in which any or all of the Mortgaged Property shall be subjected to the
remedies provided by this Instrument. Lender shall have the right to determine
the order in which any or all portions of the Indebtedness are satisfied from
the proceeds realized upon the exercise of the remedies provided by this
Instrument. By signing this Instrument, Borrower does not waive its rights under
Section 2924c of the California Civil Code.

      51. ADDITIONAL PROVISIONS CONCERNING ENVIRONMENTAL HAZARDS. In addition to
the provisions of Section 18:

      (a) Except for matters covered by an O&M Program or matters described in
Section 18(b), Borrower shall not cause or permit any lien (whether or not such
lien has priority over the lien created by this Instrument) upon the Mortgaged
Property imposed pursuant to any Hazardous Materials Laws. Any such lien shall
be considered a Prohibited Activity or Condition.

      (b) Borrower represents and warrants to Lender that, except as previously
disclosed by Borrower to Lender in writing:

            (1)   at the time of acquiring the Mortgaged Property, Borrower
                  undertook all appropriate inquiry into the previous ownership
                  and uses of the Mortgaged Property consistent with good
                  commercial or customary practice and no evidence or indication
                  came to light which would suggest that the Mortgaged Property
                  has been or is now being used for any Prohibited Activities or
                  Conditions; and

            (2)   the Mortgaged Property has not been designated as "hazardous
                  waste property" or "border zone property" pursuant to Section
                  25220, et seq., of the California Health and Safety Code.

      The representations and warranties in this Section 51(b) shall be
continuing representations and warranties that shall be deemed to be made by
Borrower throughout the term of the loan evidenced by the Note, until the
Indebtedness has been paid in full.

      (c) Without limiting any of the remedies provided in this Instrument,
Borrower acknowledges and agrees that each of the provisions in Section 18 and
in this Section 51 is an environmental provision (as defined in Section
736(f)(2) of the California Code of Civil Procedure) made by Borrower relating
to the real property security (the "ENVIRONMENTAL PROVISIONS"), and that
Borrower's failure to comply with any of the Environmental Provisions will be a
breach of contract that will entitle Lender to pursue the remedies provided by
Section 736 of the California Code of Civil Procedure ("SECTION 736") for the
recovery of damages and for the enforcement of the Environmental Provisions.
Pursuant to Section 736, Lender's action for recovery of damages or enforcement
of the Environmental Provisions shall not constitute an action within the
meaning of Section 726(a) of the California Code of Civil Procedure or

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                                                        (C) 1997-2001 Fannie Mae
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constitute a money judgment for a deficiency or a deficiency judgment within the
meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil
Procedure.

      (d) Any reference in this Instrument or in any other Loan Document to
Section 18 of this Instrument shall be construed as referring together to
Section 18 and this Section 51.

      52. ADDITIONAL PROVISION REGARDING INSURANCE. In addition to the
provisions of Section 19, Borrower further agrees that to the extent that
Borrower obtains any form of property damage insurance for the Mortgaged
Property or any portion thereof that insures perils not required to be insured
against by Lender, such policy of property damage insurance shall include a
standard mortgagee clause and shall name Lender as loss payee and, within 10
days following Borrower's purchase of such additional insurance, Borrower shall
cause to be delivered to Lender a duplicate original policy of insurance with
respect to such policy. Any insurance proceeds payable to Borrower under such
policy shall be additional security for the Indebtedness and Lender shall have
the same rights to such policy and proceeds as it has with respect to insurance
policies required by Lender pursuant to Section 19 (except that Lender shall not
require that the premium for such additional insurance be included among the
Imposition Deposits).

      53. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER EACH (A) COVENANTS AND
AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF
THIS INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER
THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN
THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH
PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBITS. The following Exhibits are attached to this Instrument:

           [X]    Exhibit A         Description of the Land (required)

           [X]    Exhibit B         Modifications to Instrument (Cross Default
                                    and Cross Collateralization)

           [X]    Exhibit B-1       Modifications to Instrument (Leasehold
                                    Mortgage Loan)

           [X]    Exhibit B-2       Modifications to Instrument (Seniors
                                    Housing)

           [X]    Exhibit B-3       Modifications to Instrument

           [X]    Exhibit B-4       Modifications to Instrument (Request for
                                    Second Lien)

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      IN WITNESS WHEREOF, Borrower has signed and delivered this Instrument or
has caused this Instrument to be signed and delivered by its duly authorized
representative.

                                    FIT REN OCEAN HOUSE LP, a Delaware
                                       limited partnership

                                      By: FIT REN Holdings GP Inc., a Delaware
                                          corporation, its general partner

                                          By: /s/ William B. Doniger
                                              ---------------------------------
                                             Name:  William B. Doniger
                                             Title: VP

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                                                        (C) 1997-2001 Fannie Mae
<PAGE>

State of NY
         --

County of NY
          --

On 8th day of June 2005 before me, Frances A. Viserto, Notary Public,
   --------------------            ----------------------------------
           DATE                        NAME, TITLE OF OFFICER - E.G.,

                                 , personally appeared William B. Domger,
---------------------------------                      --------------------
"JANE DOE, NOTARY PUBLIC                               NAME(S) OF SIGNER(S)

[ ] personally known to me -OR- [ ] proved to me on the basis of satisfactory
                                    evidence to be the person(s) whose
                                    name(s) is/are subscribed to the within
                                    instrument and acknowledged to me that
                                    he/she/they executed the same in
                                    his/her/their authorized capacity(ies),
                                    and that by his/her/their signature(s)
                                    on the instrument the person(s), or the
                                    entity upon behalf of which the
                                    person(s) acted, executed the
                                    instrument.

                                    WITNESS my hand and official seal.

                                    /s/ Frances A. Viserto
                                    ----------------------
                                    Signature of Notary

                                    OPTIONAL

Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

      CAPACITY CLAIMED BY SIGNER        DESCRIPTION OF ATTACHED DOCUMENT

[ ]   INDIVIDUAL
[ ]   CORPORATE OFFICER:
                                        _______________________________________
      _______________________________           TITLE OR TYPE OF DOCUMENT
                  TITLE(S)

[ ]   PARTNER(S):     [ ] LIMITED
                      [ ] GENERAL

[ ]   ATTORNEY-IN-FACT                  _______________________________________
[ ]   TRUSTEE(S)                                     NUMBER OF PAGES
[ ]   GUARDIAN/CONSERVATOR
[ ]   OTHER: ________________________
      _______________________________   ________________________________________
      _______________________________                DATE OF DOCUMENT


SIGNER IS REPRESENTING:
NAME OF PERSONS OR ENTITY(IES)          ________________________________________
_____________________________________       SIGNER(S) OTHER THAN NAMED ABOVE
_____________________________________

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                                                        (C) 1997-2001 Fannie Mae
<PAGE>

KEY PRINCIPAL

Fortress Investment Trust II
1251 Avenue of the Americas
16th Floor
New York, New York 10020

After the Transfer described in Section 21(b)(7), and subject to Section 21(e),
the Key Principal shall be:

Brookdale Senior Living, Inc.
330 North Wabash, Suite 1400
Chicago, Illinois  60611

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -        FORM 4005    11/01   Page 34
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae
<PAGE>

                                    EXHIBIT A

LOTS 2, 3 AND 9 IN BLOCK 3 OF SOUTH SANTA MONICA, IN THE CITY OF SANTA MONICA,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES
86 AND 87 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.

Assessor's parcel No: 4289-021-026 & 007

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT -      FORM 4005    11/01    Page A-1
CALIFORNIA (OCEAN HOUSE)
                                                        (C) 1997-2001 Fannie Mae
<PAGE>

                                    EXHIBIT B

                           MODIFICATIONS TO INSTRUMENT
                   (CROSS-DEFAULT AND CROSS COLLATERALIZATION)

      The following modifications are made to the text of the Instrument that
precedes this Exhibit:

      1. The following new Sections are added to the Instrument after the last
numbered Section:

            "54. CROSS-DEFAULT AND CROSS COLLATERALIZATION.

                  (a) The entity that owns a Controlling Interest in Borrower
            also owns a Controlling Interest in the owner of each of the
            multifamily properties described on Exhibit C to this Instrument
            (each, an "OWNER"). All of the properties described on Exhibit C,
            together with the Mortgaged Property, are referred to herein
            collectively as the "OWNER'S PROJECTS". The Lender has extended a
            loan to each Owner, each loan being secured by a Multifamily
            Mortgage or Deed of Trust, Assignment of Rents and Security
            Agreement (a "SECURITY INSTRUMENT") against one of the other Owner's
            Projects.

                  (b) The Borrower acknowledges that the Lender is unwilling to
            extend the loan evidenced by the Note (the "LOAN") unless all of the
            Owner's Projects will be treated as a single project through the
            imposition of cross-collateralization, cross-default and release
            provisions.

                  (c) The Borrower hereby agrees and consents that as additional
            security to the Lender, each of the Owner's Projects shall be
            subject to the lien of the Lender's Security Instrument for each of
            the other of the Owner's Projects, and that each of the respective
            Owner's Projects shall collateralize the other Owner's Projects as
            follows: all Mortgaged Property (as defined in the respective
            Security Instrument) for each of the Owner's Projects shall be
            considered part of the "Mortgaged Property" under this Instrument,
            and shall be collateral under this Instrument and the Loan
            Documents.

                  (d) The Borrower hereby agrees and consents that upon the
            occurrence of an Event of Default under the Security Instrument
            securing one of the Owner's Projects, then an Event of Default shall
            exist under this Instrument with respect to the Mortgaged Property
            and the other Owner's Projects. No notice shall be required to be
            given to the Borrower in connection with such Event of Default. In
            the event of an Event of Default under the Security Instrument with
            respect to any

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                                                        (C) 1997-2001 Fannie Mae
<PAGE>

            one of the Owner's Projects, the Lender shall exercise and perfect
            any and all rights in and under the Loan Documents with regard to
            any or all of the other Owner's Projects, including, but not limited
            to, an acceleration of one or all of the Notes and the sale of one
            or all of the Owner's Projects in accordance with the terms of the
            respective Security Instrument. No notice, except as may be required
            by the respective Security Instrument, shall be required to be given
            to the Borrower in connection with the Lender's exercise of any and
            all of its rights after an Event of Default has occurred.

                  (e) The Borrower may request that Lender make a determination
            whether the Mortgaged Property may be released from the
            cross-default and cross-collateral provisions of this Section if (i)
            the Borrower proposes to pay off the Loan, or (ii) the Borrower
            proposes to sell the Mortgaged Property and have the Loan assumed by
            a buyer acceptable to Lender. Upon such request from Borrower,
            Lender shall consent to the release of the Mortgaged Property from
            the cross-default and cross-collateral provisions of the Security
            Instrument for each of the other of the Owner's Projects, provided:

                        (1) The remaining loans to the Owners secured by each of
                  the Owner's Projects that are not requested to be released
                  have, in the aggregate, a minimum overall 1.45 debt service
                  coverage, based on the remaining Owner's Projects' collective
                  Net Operating Income for the 12 months of operation
                  immediately prior to the Borrower's request for such release;
                  and

                        (2) If the Loan is to be assumed by a buyer acceptable
                  to and approved by Lender, the Loan must also have a minimum
                  1.45 debt service coverage, based on the Mortgaged Property's
                  Net Operating Income for the 12 months of operation
                  immediately prior to the Borrower's request for such release;
                  and

            For purposes of (1) and (2) of this paragraph (e), "Net Operating
            Income" is defined as:

                        (i) the lesser of the actual rents collected for the 12
                  month period (net of any concession) or 95% of the gross
                  potential rental income for the 12 month period; plus

                        (ii) the actual laundry income (coin operated machines),
                  cable and alarm fees, application fees, late fees and
                  forfeited deposits for the 12 month period; less

                        (iii) the greater of the actual operating expenses for
                  the 12 month period (including the required Replacement
                  Reserves funding for

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                                                        (C) 1997-2001 Fannie Mae
<PAGE>

                  the period) or the operating expenses used by Lender in its
                  final underwriting (including Replacement Reserves), increased
                  at the rate of 3% per annum.

                  (f) Notwithstanding any provision of this Section to the
            contrary, the Borrower shall not be permitted to request a release
            of the Mortgaged Property from the cross-default and
            cross-collateral provisions of this Section if, at the time of such
            request, a default or Event of Default exists under any of the loans
            held by Lender on any of the Owner's Projects. No release of the
            Mortgaged Property from the cross-default and cross-collateral
            provisions of this Section shall be permitted by Lender unless
            Borrower has paid all costs and expenses of Lender incurred in
            connection with its processing of the requested release, including,
            without limitation, all title endorsement premiums, recording fees,
            inspection fees, and attorney fees."

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                                                        (C) 1997-2001 Fannie Mae
<PAGE>

            55. EXHIBIT C. Exhibit C is attached to this Instrument.

                                    BORROWER'S INITIALS: /s/ WBD
                                                         ----------

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 MODIFICATION TO INSTRUMENT (MULTI-PROJECT/MULIT-NOTE) (OCEAN HOUSE)

                                                        (C) 1997-2001 Fannie Mae
<PAGE>

                                    EXHIBIT C

                        ADDITIONAL MULTIFAMILY PROPERTIES

1 The Gables
  201 East Foothill Blvd.
  Monrovia, CA 91016

2 Inn at the Park
  10 Marquette
  Irvine, CA 92612

3 The Lexington
  5440 Ralston Street
  Ventura, CA 93003

4 The Lodge at Paulin Creek
  2375 Range Avenue
  Santa Rosa, CA 95403

5 Mirage Inn
  72750 Country Club Drive
  Rancho Mirage, CA  92270

6 Nohl Ranch Inn
  380 South Anaheim Hills Road
  Anaheim Hills, CA 92807

7 Oak Tree Villa
  100 Lockewood Lane
  Scotts Valley, CA 95066

8 Pacific Inn
  5481 W. Torrance Blvd
  Torrance, CA 90503

CROSS-DEFAULT AND CROSS-COLLATERALIZATION          FORM 4068    11/01   Page C-1
 MODIFICATIONS TO INSTRUMENT (MULTI-PROJECT/MULTI-NOTE) (OCEAN HOUSE)

                                                        (C) 1997-2001 Fannie Mae
<PAGE>

                                   EXHIBIT B-1

                           MODIFICATIONS TO INSTRUMENT
                            (LEASEHOLD MORTGAGE LOAN)

      The following modifications are made to the text of the Instrument that
precedes this Exhibit:

      1. The granting clause on page 1 is deleted in its entirety and the
following new granting clause is inserted in its place:

            "Borrower, in consideration of the Indebtedness and the trust
      created by this Instrument, irrevocably grants, conveys and assigns to
      Trustee, in trust, with power of sale, the Mortgaged Property, including
      the Leasehold Estate in the Land located in Los Angeles County, State of
      California, and described in Exhibit A attached to this Instrument."

      2. Section 1(s) is amended by deleting paragraph (1) and inserting the
following new paragraph in its place: " (1) the Ground Lease and the Leasehold
Estate;"

      3. Section 1(s)(8) is amended by deleting the word "Land" and inserting
the words "Leasehold Estate" in its place.

      4. Section 1 is amended by adding the following new paragraphs at the end:

            "(aa) "BANKRUPTCY CODE" means the United States Bankruptcy Code, 11
      U.S.C. Section 101 et seq., as amended from time to time.

            (bb) "EVENT OF GROUND LESSEE BANKRUPTCY" means either of the
      following actions taken by or with respect to Borrower: (i) Borrower
      pursuant to or within the meaning of the Bankruptcy Code (x) commences a
      voluntary case, or (y) consents to the entry of an order for relief
      against it in an involuntary case; or (ii) a court of competent
      jurisdiction enters an order or decree under the Bankruptcy Code that is
      for relief against Borrower in an involuntary case.

            (cc) "EVENT OF GROUND LESSOR BANKRUPTCY" means either of the
      following actions taken by or with respect to Ground Lessor: (i) Ground
      Lessor pursuant to or within the meaning of the Bankruptcy Code (x)
      commences a voluntary case, or (y) consents to the entry of an order for
      relief against it in an involuntary case; or (ii) a court of competent
      jurisdiction enters an order or decree under the Bankruptcy Code that is
      for relief against Ground Lessor in an involuntary case.

            (dd) "GROUND LEASE" means the lease described in Exhibit D pursuant
      to which Borrower leases the Land, as such lease may from time to time be
      amended, modified, supplemented, renewed and extended.

GROUND LEASE MODIFICATIONS TO INSTRUMENT (OCEAN HOUSE)  FORM 4070 11/01 Page B-1

                                                        (C) 1997-2001 Fannie Mae
<PAGE>

            (ee) "GROUND LESSEE DEFAULT" means (i) a default by Borrower in
      making any payment of rent, additional rent or other sum of money payable
      by Borrower to Ground Lessor under the Ground Lease on the date such
      payment is due and payable, or (ii) a default by Borrower in performing or
      observing any of the terms, covenants or conditions of the Ground Lease
      (other than the payments referred to in clause (i)) required to be
      performed or observed by Ground Lessee.

            (ff) "GROUND LESSOR" means the lessor from time to time under the
      Ground Lease.

            (gg) "GROUND LESSOR DEFAULT" means a default by Ground Lessor in
      performing or observing any of the terms, covenants or conditions of the
      Ground Lease required to be performed or observed by Ground Lessor.

            (hh) "GROUND RENT" means the base or minimum rent payable in fixed
      monthly or other periodic installments under the Ground Lease.

            (ii) "LEASED PREMISES" means the Land and any other real property
      leased by Borrower pursuant to the Ground Lease.

            (jj) "LEASEHOLD ESTATE" means Borrower's interest in the Land and
      any other real property leased by Borrower pursuant to the Ground Lease,
      including (i) all rights of Borrower to renew or extend the term of the
      Ground Lease, (ii) all amounts deposited by Borrower with Ground Lessor
      under the Ground Lease, (iii) Borrower's right or privilege to terminate,
      cancel, surrender, modify or amend the Ground Lease, and (iv) all other
      options, privileges and rights granted and demised to Borrower under the
      Ground Lease and all appurtenances with respect to the Ground Lease."

      5. Section 22(d) is amended in its entirety to read as follows:

            "(d) fraud or material misrepresentation or material omission by
      Borrower, any of its officers, directors, trustees, general partners or
      managers or any guarantor in connection with (A) the application for or
      creation of the Indebtedness, (B) any financial statement, rent roll, or
      other report or information provided to Lender during the term of the
      Indebtedness, (C) any request for Lender's consent to any proposed action,
      including a request for disbursement of funds under any Collateral
      Agreement, or (D) any of the representations and warranties contained in
      Section 56;"

      6. Section 22 is amended by (i) redesignating subsections (g), (h), and
(i) as subsections (h), (i), and (j), respectively, and (ii) inserting the
following new provision as subsection (g):

      "any failure by Borrower to comply with the provisions of Sections 57, 58,
      59, 61(b), 62(a) or 63;"

GROUND LEASE MODIFICATIONS TO INSTRUMENT (OCEAN HOUSE)  FORM 4070 11/01 Page B-2

                                                        (C) 1997-2001 Fannie Mae
<PAGE>

      7. Section 22(h) [as redesignated pursuant to Section 6 above] is amended
by changing the reference to Section 22(f) in the second line to Section 22(g).

      8. The following new Sections are added at the end of the Instrument after
the last numbered Section, but there are no Sections between the last numbered
Section and Section 56:

            "56. REPRESENTATIONS AND WARRANTIES REGARDING GROUND LEASE. Borrower
      warrants and represents to Lender that, as of the date of this Instrument:
      (i) the Ground Lease is in full force and effect in accordance with its
      terms; (ii) Borrower has not waived, canceled or surrendered any of its
      rights under the Ground Lease; (iii) Borrower is the sole owner of, and
      has good and marketable title to, the Leasehold Estate; (iv) the Leased
      Premises and the Mortgaged Property are free and clear of all liens,
      encumbrances and other matters affecting title, other than the lien of
      this Instrument and the easements and restrictions listed in a schedule of
      exceptions to coverage in the title insurance policy issued to Lender
      contemporaneously with the execution and recordation of this Instrument
      and insuring Lender's interest in the Mortgaged Property; (v) there is no
      existing Ground Lessee Default and no event has occurred which, with the
      passage of time or the giving of notice, or both, would constitute a
      Ground Lessee Default; and (vi) to the best of Borrower's knowledge, there
      is no existing Ground Lessor Default and no event has occurred which, with
      the passage of time or the giving of notice, or both, would constitute a
      Ground Lessor Default.

            57. NOTICES UNDER GROUND LEASE. Borrower shall deliver to Lender,
      within ten (10) days after Borrower's receipt, a true and correct copy of
      each notice, demand, complaint or request from Ground Lessor under, or
      with respect to, the Ground Lease.

            58. BORROWER'S OBLIGATIONS TO COMPLY WITH GROUND LEASE. Borrower
      shall (i) pay the Ground Rent and all other sums of money due and payable
      at any time and from time to time under the Ground Lease as and when such
      sums become due and payable, but in any event before the expiration of any
      grace period provided in the Ground Lease for the payment of any such sum,
      and (ii) at all times fully perform, observe and comply with all other
      terms, covenants and conditions of the Ground Lease to be performed,
      observed or complied with by Borrower as lessee under the Ground Lease. If
      the Ground Lease does not provide for a grace period for the payment of a
      sum of money, Borrower shall make the payment on or before the date on
      which the payment becomes due and payable. Borrower shall deliver evidence
      of the payment to Lender within ten (10) days after receipt of a written
      request from Lender for evidence of the payment.

            59. LENDER'S RIGHT TO CURE GROUND LESSEE DEFAULTS. At any time after
      Lender receives notice of a Ground Lessee Default, (i) Lender may (but
      shall not be obligated to do so), make any payment, perform any obligation
      and take any other action Borrower would have the right to pay, perform or
      take under the Ground

GROUND LEASE MODIFICATIONS TO INSTRUMENT (OCEAN HOUSE)  FORM 4070 11/01 Page B-3

                                                        (C) 1997-2001 Fannie Mae
<PAGE>

      Lease which Lender deems necessary or desirable to cure the Ground Lessee
      Default, and (ii) Lender and its authorized agents shall have the right at
      any time or from time to time to enter the Land and Improvements, or any
      part thereof, to such extent and as often as Lender, in its discretion,
      deems necessary or desirable in order to cure the Ground Lessee Default,
      subject to the rights of the tenants and occupants of the Mortgaged
      Property. Lender may exercise its rights under this Section immediately
      after receipt of notice of a Ground Lessee Default and without regard to
      any grace period provided to Borrower in the Ground Lease to cure the
      Ground Lessee Default. For purposes of exercising its rights under this
      Section, Lender shall be fully protected for any action taken or omitted
      to be taken by Lender, in good faith, in reliance on any written notice
      from Ground Lessor stating that a Ground Lessee Default has occurred and
      is continuing even though Borrower may question or deny the existence or
      nature of the Ground Lessee Default. All expenditures made by Lender
      pursuant to this Section to cure a Ground Lessee Default shall become an
      additional part of the Indebtedness as provided in Section 12.

            60. COVENANTS TO PROTECT LEASEHOLD ESTATE. Borrower shall not,
      without the written consent of Lender (which may be given or withheld by
      Lender in its discretion), (i) surrender the Leasehold Estate to Ground
      Lessor or terminate or cancel the Ground Lease, (ii) amend, modify or
      change the Ground Lease, either orally or in writing, or waive any of
      Borrower's rights under the Ground Lease, (iii) subordinate the Ground
      Lease or the Leasehold Estate to any mortgage, deed of trust or other lien
      on Ground Lessor's fee title to the Leased Premises, or (iv) except as
      otherwise provided in Section 60(b), reject or assume the Ground Lease or
      assign the Leasehold Estate pursuant to Section 365(h) of the Bankruptcy
      Code. Borrower absolutely and unconditionally transfers and assigns to
      Lender all of Borrower's rights to surrender, terminate, cancel, modify
      and change the Ground Lease, and any such surrender, termination,
      cancellation, modification or change made without the prior written
      consent of Lender shall be void and have no legal effect.

            61. GROUND LESSEE'S BANKRUPTCY.

            (a) Borrower assigns to Lender, as additional security for the
      Indebtedness, Borrower's right to reject the Ground Lease under Section
      365 of the Bankruptcy Code after the occurrence of an Event of Ground
      Lessee Bankruptcy, subject to Section 61(b).

            (b) If, after the occurrence of an Event of Ground Lessee
      Bankruptcy, Borrower decides to reject the Ground Lease, Borrower shall
      give Lender written notice, at least ten (10) days in advance, of the date
      on which Borrower intends to apply to the Bankruptcy Court for authority
      and permission to reject the Ground Lease. Lender shall have the right,
      but not the obligation, within ten (10) days after receipt of Borrower's
      notice, to deliver to Borrower a notice ("LENDER'S ASSUMPTION NOTICE") in
      which (i) Lender demands that Borrower assume the Ground Lease and assign
      the Ground Lease to Lender, or its designee, in accordance with the
      Bankruptcy Code, and (ii) Lender agrees to cure or provide adequate
      assurance of prompt cure of all Ground Lessee Defaults reasonably
      susceptible of being cured by Lender and of future performance under the

GROUND LEASE MODIFICATIONS TO INSTRUMENT (OCEAN HOUSE)  FORM 4070 11/01 Page B-4

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<PAGE>

      Ground Lease. If Lender timely delivers Lender's Assumption Notice to
      Borrower, Borrower shall not reject the Ground Lease and shall, within
      fifteen (15) days after receipt of Lender's notice, comply with the demand
      contained in clause (i) of Lender's notice. If Lender does not timely
      deliver Lender's Assumption Notice to Borrower, Borrower shall have the
      right to reject the Ground Lease.

            62. GROUND LESSOR'S BANKRUPTCY.

            (a) If, after the occurrence of an Event of Ground Lessor
      Bankruptcy, Ground Lessor rejects the Ground Lease pursuant to Section
      365(h) of the Bankruptcy Code (i) Borrower, immediately after obtaining
      notice of the rejection, shall deliver a copy of the notice to Lender,
      (ii) Borrower shall not, without Lender's prior written consent (which may
      be given or withheld in Lender's discretion), elect to treat the Ground
      Lease as terminated pursuant to Section 365(h) or any other applicable
      provision of the Bankruptcy Code, and (iii) this Instrument and the lien
      created by this Instrument shall extend to and encumber Borrower's
      retained rights under the Ground Lease that are appurtenant to the Leased
      Premises for the balance of the term of the Ground Lease and for any
      renewal or extension of those rights under the Ground Lease. Borrower
      transfers and assigns to Lender, as additional security for the
      Indebtedness, Borrower's rights, after Ground Lessor's rejection of the
      Ground Lease, to treat the Ground Lease as terminated, and any termination
      of the Ground Lease made by Borrower without Lender's prior written
      consent shall be void and have no legal effect.

            (b) Borrower transfers and assigns to Lender, as additional security
      for the Indebtedness, all of Borrower's rights to damages caused by Ground
      Lessor's rejection of the Ground Lease after the occurrence of an Event of
      Ground Lessor Bankruptcy and all of Borrower's rights to offset such
      damages against rent payable under the Ground Lease. As long as no Event
      of Default has occurred and is continuing, Lender agrees that it will not
      enforce its rights under the preceding sentence, but will permit Borrower
      to exercise such rights with Lender's prior written consent. Any amounts
      received by Lender as damages arising out of Ground Lessor's rejection of
      the Ground Lease shall be applied in the manner set forth in Section 9.

            63. OPTION TO RENEW OR EXTEND GROUND LEASE. Borrower shall give
      Lender written notice of Borrower's intention to exercise each option to
      renew or extend the term of the Ground Lease at least ninety (90) days,
      but not more than one hundred fifty (150) days, before the last day on
      which the option may be timely exercised. If Borrower intends to renew or
      extend the term of the Ground Lease, it shall deliver to Lender, together
      with the notice of such decision, a copy of the notice of renewal or
      extension it delivers to Ground Lessor. If Borrower does not intend to
      renew or extend the term of the Ground Lease or, if Borrower fails to
      deliver its written notice of exercise of its option to renew or extend
      the term of the Ground Lease at least ninety (90) days before the last day
      on which the option may be timely exercised, Lender shall have the right,
      but shall not be obligated, to renew or extend the term of the Ground
      Lease for and on behalf of Borrower. Notwithstanding the foregoing, no
      later than ten

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      (10) days after the date of this Instrument, Borrower shall exercise its
      option to extend the term of the Ground Lease to a date no earlier than
      July 31, 2049 and shall use reasonable efforts to obtain and deliver to
      Lender written evidence that Ground Lessor acknowledges such extension of
      the term of the Ground Lease.

            64. NO MERGER OF ESTATES. If Borrower acquires the fee estate of
      Ground Lessor under the Ground Lease (the "FEE ESTATE") (i) there shall be
      no merger between the Fee Estate and the Leasehold Estate unless all
      persons, including Lender, having an interest in the Ground Lease consent
      in writing to the merger, and (ii) simultaneously with Borrower's
      acquisition of the Fee Estate, the lien of this Instrument shall
      automatically, without the necessity of any further conveyance, be spread
      to cover the Fee Estate and as so spread shall be prior to the lien of any
      mortgage, deed of trust or other lien placed on the Fee Estate after the
      date of this Instrument. Promptly after Borrower's acquisition of the Fee
      Estate, Borrower, at its sole cost and expense, including payment of
      Lender's attorneys' fees and out-of-pocket disbursements, shall execute
      and deliver all documents and instruments necessary to subject the Fee
      Estate to the lien of this Instrument, and shall provide to Lender a title
      insurance policy insuring the lien of this Instrument as a first lien on
      the Fee Estate and the Leasehold Estate. If Lender acquires the Fee Estate
      and the Leasehold Estate (whether pursuant to the provisions of the Ground
      Lease, by foreclosure of this Instrument, or otherwise), the Fee Estate
      and the Leasehold Estate shall not merge as a result of such acquisition
      and shall remain separate and distinct for all purposes after such
      acquisition unless and until Lender shall elect to merge the Fee Estate
      and the Leasehold Estate.

            65. NEW LEASE. If (i) the Ground Lease is canceled or terminated for
      any reason before the natural expiration of its term, and (ii) Lender (or
      its designee) obtains from Ground Lessor a new lease in accordance with
      the term of the Ground Lease, Borrower shall have no right, title or
      interest in and to the new lease or the leasehold estate created by the
      new lease.

            66. APPOINTMENT OF LENDER AS BORROWER'S ATTORNEY-IN-FACT. Borrower
      makes, constitutes and appoints Lender as Borrower's attorney-in-fact, in
      Borrower's name, place and stead, with full power of substitution, to take
      all actions and to sign all documents and instruments which Lender, in its
      discretion, considers to be necessary or desirable to (i) prevent or cure
      a Ground Lessee Default pursuant to Section 59, (ii) perform or carry out
      any of the Borrower's covenants under Section 61, (iii) renew or extend
      the term of the Ground Lease pursuant to Section 63, (iv) appoint
      arbitrators and conduct arbitration proceedings pursuant to the Ground
      Lease, and (v) request and obtain estoppel certificates from Ground Lessor
      pursuant to the Ground Lease. Borrower gives and grants to Lender, as
      Borrower's attorney-in-fact, full power and authority to do and perform
      every act and sign every document and instrument necessary and proper to
      be done in the exercise of the foregoing power as fully as Borrower might
      or could do, and Borrower hereby ratifies and confirms all acts that
      Lender, as Borrower's attorney-in-fact, shall lawfully do or cause to be
      done by virtue of this power of attorney. This power of attorney, being
      coupled with an interest, shall be irrevocable as long as any of the
      Indebtedness remains unpaid.

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<PAGE>

            67. EXHIBIT D. Exhibit D is attached to this Instrument."
                                              /s/ WBD
                                             ----------------------------------
                                             INITIALS

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                                                        (C) 1997-2001 Fannie Mae

<PAGE>

                                    EXHIBIT D

                           DESCRIPTION OF GROUND LEASE

Lease, dated as of July 15, 1983, by and between Abraham Rubin and Helen Rubin,
as Landlord, and Ocean House Investment Company, a general partnership, as
Tenant, as referenced in the Short Form of Lease for Recordation, which was
recorded on August 8, 1983 as Instrument No. 83-911074 in the Official Records
of Los Angeles County, California (the "OFFICIAL RECORDS").

Assigned by Tenant to Senior Inns of America, a California general partnership
("SENIOR INNS"), by instrument recorded on June 29, 1984 as Instrument No.
84-785997 in the Official Records.

Assigned by Landlord to RSZ Partnership by instrument recorded on January 9,
1986 as Instrument No. 86-032991 in the Official Records.

Assigned by Senior Inns to Shearson August Property Partnership, a California
general partnership ("SAP"), by instrument recorded on March 25, 1987 as
Instrument No. 87-447051 in the Official Records.

Subordination, Non-Disturbance and Attornment Agreement, dated as of May 1,
1987, among SAP, RSZ Partnership and City National Bank, recorded on June 30,
1987 as Instrument No. 87-1036868 in the Official Records.

Lessor Estoppel Certificate, dated as of September 9, 1998, by RSZ Partnership
in favor of The Sumitomo Bank, Limited (Los Angeles Branch).

Escrow and Security Agreement (Earthquake Repair Account), dated as of September
25, 1998, among MBK Senior Communities, Ltd., a California limited partnership
("MBK"), RSZ Partnership and The Sumitomo Bank, Limited.

Amendment to Subordination, Non-Disturbance and Attornment Agreement, dated as
of September 25, 1998, among MBK, RSZ Partnership and City National Bank,
recorded as Instrument No. 98-1871088 in the Official Records.

Assigned by Senior Income Fund, L.P., a Delaware limited partnership, to MBK, by
instrument recorded on October 13, 1998 as Instrument No. 98-1871084 and on
October 26, 1998 as Instrument No. 98-1951962 in the Official Records.

Assigned by MBK to SHP Ocean House, LLC, a Delaware limited liability company,
by instrument recorded on December 6, 2000 as Instrument No. 00-1892719 in the
Official Records.

GROUND LEASE MODIFICATIONS TO INSTRUMENT (OCEAN HOUSE)  FORM 4070 11/01 Page D-1

                                                        (C) 1997-2001 Fannie Mae

<PAGE>

                                   EXHIBIT B-2

                           MODIFICATIONS TO INSTRUMENT
                                (SENIORS HOUSING)

      The following modifications are made to the text of the Instrument that
precedes this Exhibit:

      1. Section 1 of the Instrument is hereby amended to add the following
paragraphs at the end thereof:

            "(aa) "ACCOUNTS" means all money, funds, investment property,
            accounts, general intangibles, deposit accounts, chattel paper,
            documents, instruments, judgments, claims, settlements of claims,
            causes of action, refunds, rebates, reimbursements, reserves,
            deposits, subsidies, proceeds, products, rents and profits, now or
            hereafter arising, received or receivable, from or on account of the
            Borrower's management and operation of the Mortgaged Property as a
            Seniors Housing Facility.

            (bb) "CONTRACT(S)" means any contract or other agreement for the
            provision of goods or services at or otherwise in connection with
            the operation, use or management of the Mortgaged Property,
            including cash deposited to secure performance by parties of their
            obligations.

            (cc) "DEPARTMENT" means the California Department of Social
            Services.

            (dd) "INVENTORY" means all right, title and interest of Borrower in
            and to inventory of every type and description, now owned and
            hereafter acquired, including, without limitation, raw materials,
            work in process, finished goods, goods returned or repossessed or
            stopped in transit, goods used for demonstration, promotion,
            marketing or similar purposes, property in, on or with which any of
            the foregoing may be stored or maintained, all materials and
            supplies usable or used or consumed at the Mortgaged Property, and
            all documents and documents of title relating to any of the
            foregoing, together with all present and future parts, additions,
            accessories, attachments, accessions, replacements, replacement
            parts and substitutions therefore or thereto in any form whatsoever.

            (ee) "LICENSE(S)" means any operating licenses, certificates of
            occupancy, health department licenses, food service licenses,
            certificates of need, business licenses, permits, registrations,
            certificates, authorizations, approvals, and similar documents
            required by applicable laws and regulations for the operation of the

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            Mortgaged Property as a Seniors Housing Facility, including
            replacements and additions thereto.

            (ff) "OPERATING LEASE" means any master lease, operating agreement,
            operating lease or similar document, preapproved by Lender, under
            which control of the occupancy, use, operation, maintenance and
            administration of the Mortgaged Property as a Seniors Housing
            Facility has been granted to any individual or entity other than the
            Borrower.

            (gg) "OPERATOR" means any qualified and licensed (if so required by
            the applicable laws of the Property Jurisdiction) individual or
            entity obligated under the terms of an Operating Lease with the
            Borrower."

            (hh) "SENIORS HOUSING FACILITY" means a residential housing facility
            which qualifies as "housing for older persons" under the Fair
            Housing Amendments Act of 1988 and the Housing for Older Persons Act
            of 1995 and is comprised of independent living units and assisted
            living units.

            (ii) "THIRD PARTY PAYMENTS" means all payments and the rights to
            receive such payments from Medicaid programs or similar federal,
            state or local programs, boards, bureaus or agencies, and from
            residents, private insurers or others."

      2. Section 1(g) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "The term "Hazardous Materials" shall also include any medical
            products or devices, including, but not limited to, those materials
            defined as "medical waste" or "biological waste" under relevant
            statutes or regulations pertaining to any Hazardous Materials Law."

      3. Section 1(o) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "The term "Leases" shall also include any residency, occupancy,
            admission and care agreements pertaining to residents of the
            Mortgaged Property and any Operating Lease."

      4. Section 1(s) of the Instrument is hereby amended:

            (A)   to revise subsection (14) to read as follows:

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                  "(14) all resident and tenant security deposits, entrance
                  fees, application fees, processing fees, community fees and
                  any other amounts or fees deposited by any resident or tenant
                  upon execution of a Lease which have not been forfeited by the
                  resident or tenant; and"

                  and

            (B)   to add the following subsections (16), (17), (18) and (19) at
                  the end thereof

                  "(16) all payments due, or received, from residents, second
                  party charges added to base rental income, base and/or
                  additional meal sales, commercial operations located on the
                  Mortgaged Property or provided as a service to the residents
                  of the Mortgaged Property, rental from guest suites, seasonal
                  lease charges, furniture leases, and laundry services, and any
                  and all other services provided to residents in connection
                  with the Mortgaged Property, and any and all other personal
                  property on the Mortgaged Property, excluding personal
                  property belonging to residents of the Mortgaged Property
                  (other than Personalty belonging to Borrower);

                  (17) subject to applicable law and regulations, all Licenses
                  and Contracts relating to the operation and authority to
                  operate the Mortgaged Property as a Seniors Housing Facility;

                  (18) all Third Party Payments arising from the operation of
                  the Mortgaged Property as a Seniors Housing Facility, utility
                  deposits, unearned premiums, accrued, accruing or to accrue
                  under insurance policies now or hereafter obtained by the
                  Borrower and all proceeds of any conversion of the Mortgaged
                  Property or any part thereof including, without limitation,
                  proceeds of hazard, property, flood and title insurance and
                  all awards and compensation for the taking by eminent domain,
                  condemnation or otherwise, of all or any part of the Mortgaged
                  Property or any easement therein; and

                  (19) all of Borrower's Accounts and Inventory."

      5. Section 1(v) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "The term "Personalty" shall also include all personal property
            currently owned or acquired by Borrower after the date hereof used
            in connection with the ownership and operation of the Mortgaged
            Property as a Seniors Housing Facility, all kitchen or restaurant
            supplies and facilities, dining room supplies and facilities,
            medical supplies and facilities, leasehold improvements, or related
            furniture and equipment,

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<PAGE>

            together with all present and future parts, additions, accessories,
            replacements, attachments, accessions, replacement parts and
            substitutions therefor, and the proceeds thereof (cash and non-cash
            including insurance proceeds) and any other equipment, supplies or
            furniture owned by Borrower and leased to any third party service
            provider or any Operator under any Operating Lease, use, occupancy,
            or lease agreements, as well as all Licenses, to the extent
            permitted by applicable law and regulations, including replacements
            and additions thereto."

      6. Section 1(x) of the Instrument is hereby amended to provide as follows:

            "Rents" means all rents (whether from residential or non-residential
            space), revenues and other income of the Land or the Improvements,
            including rent paid under any Operating Lease, subsidy payments
            received from any sources (including but not limited to payments
            under any Housing Assistance Payments Contract), parking fees,
            laundry and vending machine income and fees and charges for food,
            healthcare, and other services provided at the Mortgaged Property,
            whether now due, past due, or to become due, security deposits,
            entrance fees, application fees, processing fees, community fees and
            any other amounts or fees forfeited by any resident or tenant,
            together with and including all proceeds from any private insurance
            for residents to cover rental charges and charges for services at or
            in connection with the Mortgaged Property, and the right to Third
            Party Payments due for the rents or services of residents at the
            Mortgaged Property. Each of the foregoing shall be considered
            "Rents" for the purposes of the actions and rights set forth in
            Section 3 of this Instrument."

      7. Section 3(b) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "After an Event of Default, Lender is further authorized to give
            notice to all Third Party Payment payors (other than governmental
            entities) at Lender's option, instructing them to pay all Third
            Party Payments which would be otherwise paid to Borrower to Lender,
            to the extent permitted by law. If Third Party Payments from Third
            Party Payment payors which are governmental entities, including
            Medicaid, are made with respect to the Mortgaged Property, Lender
            and Borrower shall execute a Depositary Agreement in the
            then-current Fannie Mae form, as Lender may require, which
            establishes special procedures for the receipt and disposition of
            the Third Party Payments."

      8. Section 3(c) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "In order to induce Lender to lend funds hereunder, Borrower
            (together with any Operator or manager of the Mortgaged Property)
            hereby agrees upon the occurrence

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                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

            of an Event of Default and at the option of Lender, that it shall
            continue to provide, or shall cause Operator to continue to provide,
            all necessary services required under any Operating Lease or
            applicable licensing or regulatory requirements and shall fully
            cooperate with Lender and any receiver as may be appointed by a
            court, in performing these services and agrees to arrange for an
            orderly transition to a replacement operator, manager or provider of
            the necessary services, and to execute promptly all applications,
            assignments, consents and documents requested by Lender to
            facilitate such transition, provided that it shall be paid for such
            services in accordance with the terms of the Operating Lease."

      9. The first sentence in Section 4(b) of the Instrument is hereby amended
to add the following at the end thereof:

            ", with the exception of any Operating Lease."

      10. The last sentence in Section 4(e) of the Instrument is hereby amended
to state as follows:

            "If customary in the applicable market, residential Leases with a
            month-to-month term or with terms of less than six months shall be
            permitted with Lender's prior written consent."

      11. The first sentence in Section 4(f) of the Instrument is hereby amended
to add the following at the end thereof:

            "with the exception of any Operating Lease which has previously been
            approved by Lender."

      12. Section 4 of the Instrument is hereby amended to add the following as
Section 4(h):

            "Any Operating Lease is and shall be subject and subordinate in all
            respects to the liens, terms, covenants and conditions of the
            Instrument and the other Loan Documents, and to all renewals,
            modifications, consolidations, replacements and extensions thereof,
            and to all advances heretofore made or which may hereafter be made
            pursuant to the Instrument (including all sums advanced for the
            purposes of (x) protecting or further securing the lien of the
            Instrument, curing defaults by Borrower under the Loan Documents or
            for any other purposes expressly permitted by the Instrument or (y)
            constructing, renovating, repairing, furnishing, fixturing or
            equipping the Mortgaged Property)."

      13.   Section 11 of the Instrument is hereby amended to add the following
            sentences at the end thereof:

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<PAGE>

            "Borrower acknowledges that as of the date of this Instrument,
            Borrower, the Operator and the Mortgaged Property are not certified
            to participate in the Medicaid assisted living waiver program
            administered by the Property Jurisdiction ("PROGRAM"). Borrower
            covenants and agrees that it will notify Lender in writing 30 days
            prior to Borrower's or Operator's submission of a request to
            participate in the Program, and will provide Lender with copies of
            all correspondence and documentation received from the Property
            Jurisdiction or any authorizing entity concerning its submission. In
            the event the Mortgaged Property, the Operator or Borrower becomes
            eligible to participate in the Program, Borrower agrees to execute
            then-current Fannie Mae forms of Medicaid reserve agreement and
            depositary agreement as Lender may require.

            Borrower further covenants and agrees that it shall not permit, and
            shall cause the Operator to not permit, more than 20% of Borrower's
            or the Operator's effective gross income to be derived from units
            relying on Medicaid payments. If by reason of applicable law or
            regulation more than 20% of effective gross income becomes derived
            from units relying on Medicaid payments, the Borrower shall
            diligently and expeditiously take, and shall cause Operator to
            diligently and expeditiously take, all reasonable steps necessary or
            shall cause the Operator expeditiously to take all reasonable steps
            necessary, to bring the Mortgaged Property into compliance with the
            preceding sentence to the extent permissible by applicable law or
            regulation. Borrower further covenants and agrees that it shall
            limit, or shall cause the Operator to limit, the use and occupancy
            of the Mortgaged Property to residents that meet the standards for
            independent living or assisted living, and that it shall not accept,
            and shall cause Operator not to accept, residents that require
            skilled nursing care or permit residents requiring skilled nursing
            care to remain at the Mortgaged Property as a routine matter."

      14. Section 12(a) of the Instrument is hereby amended to add the following
at the end thereof:

            "and, (5) payments for any required licensing fees, permits, or
            other expenses related to the operation of the Mortgaged Property as
            a Seniors Housing Facility by or on behalf of the Lender, any fines
            or penalties that may be assessed against the Mortgaged Property,
            any costs incurred to bring the Mortgaged Property into full
            compliance with applicable codes and regulatory requirements, and
            any fees or costs related to Lender's employment of any operator or
            service provider for the Mortgaged Property."

      15. Section 14(b) of the Instrument is hereby deleted in its entirety and
replaced with the following:

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                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

            "(b) Subject to federal, state and local laws and regulations
            applicable to resident and tenant privacy, including but not limited
            to the Health Insurance Portability and Accountability Act ("HIPAA")
            (collectively the "PRIVACY LAWS"), Borrower shall furnish to Lender,
            or shall cause the Operator to furnish to Lender, all of the
            following:"

                  "(1)  within 45 days after the end of each fiscal quarter, a
                        statement of income and expenses for Borrower's or any
                        Operator's operation of the Mortgaged Property for that
                        quarter, a statement of changes in financial position of
                        Borrower relating to the Mortgaged Property for that
                        quarter and a balance sheet showing all assets and
                        liabilities of Borrower relating to the Mortgaged
                        Property as of the end of that quarter;"

                  "(2)  within 120 days after the end of each twelve consecutive
                        month fiscal year, a statement of income and expenses
                        for Borrower's or any Operator's operation of the
                        Mortgaged Property for that fiscal year, prepared in
                        accordance with generally accepted accounting principles
                        ("GAAP"), a statement of changes in financial position
                        of Borrower relating to the Mortgaged Property for that
                        fiscal year, and a balance sheet showing all assets and
                        liabilities of Borrower relating to the Mortgaged
                        Property as of the end of that fiscal year;"

                  "(3)  within 45 days after the end of each quarter of
                        Borrower, and at any other time upon Lender's request, a
                        rent schedule for the Mortgaged Property showing the
                        name of each resident and tenant, and for each resident
                        and tenant, the space occupied, the lease expiration
                        date, the rent payable for the current month, the date
                        through which rent has been paid, any income
                        attributable to additional resident services, and any
                        related information requested by Lender;"

                  "(4)  within 120 days after the end of each fiscal year of
                        Borrower, and at any other time upon Lender's request,
                        an accounting of all security deposits held pursuant to
                        all Leases, including the name of the institution (if
                        any) and the names and identification numbers of the
                        accounts (if any) in which such security deposits are
                        held and the name of the person to contact at such
                        financial institution, along with any authority or
                        release necessary for Lender to access information
                        regarding such accounts;"

                  "(5)  within 120 days after the end of each fiscal year of
                        Borrower, and at any other time upon Lender's request, a
                        statement that identifies all

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                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

                        owners of any interest in Borrower and the interest held
                        by each, if Borrower is a corporation, all officers and
                        directors of Borrower, and if Borrower is a limited
                        liability company, all managers who are not members;"

                  "(6)  upon Lender's request, a monthly property management
                        report for the Mortgaged Property, showing the number of
                        inquiries made and rental applications received from
                        residents or prospective residents and deposits received
                        from residents and any other information requested by
                        Lender;"

                  "(7)  if required by Lender, a statement of income and expense
                        for the Mortgaged Property for the prior month or
                        quarter;"

                  "(8)  within 10 days of Borrower's receipt, copies of all
                        inspection reports, surveys, reviews, and certifications
                        prepared by, for, or on behalf of any licensing or
                        regulatory authority relating to the Mortgaged Property
                        and any legal actions, orders, notices, or reports
                        relating to the Mortgaged Property issued by the
                        applicable regulatory or licensing authorities;"

                  "(9)  upon the request of Lender, copies of all reports
                        relating to the services and operations of the Mortgaged
                        Property, including, if applicable, Medicaid cost
                        reports and records relating to account balances due to
                        or from Medicaid or any private insurer; "

                  "(10) within 45 days after the end of each quarter of
                        Borrower, and at any other time upon Lender's request,
                        with respect to any incident reports made to any
                        liability insurance carrier during that quarter, notice
                        of the nature and status of the incident precipitating
                        the report (excluding the name or names of any tenants
                        or residents); and

                  "(11) within 45 days after the end of each quarter of
                        Borrower, and at any other time upon Lender's request,
                        with respect to any investigative or substantive report
                        made to any public, elderly affairs, regulatory or
                        licensing authority, during that quarter, a copy of the
                        report."

      16. Section 17(a)(5) is hereby amended to state the following:

            "shall provide for professional management of the Mortgaged Property
            as a Seniors Housing Facility either by Borrower, an Operator under
            an Operating Lease

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<PAGE>

            approved by Lender in writing, or a management company engaged
            either by the Borrower or any Operator under a Contract approved by
            Lender in writing."

      17. Section 17(a) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "Borrower further covenants and agrees that it shall (i) maintain
            and operate, or cause the Operator to maintain and operate, the
            Mortgaged Property as a Seniors Housing Facility at all times in
            accordance with the standards required by any applicable Licenses
            and as required by any regulatory authority, (ii) maintain in good
            standing all Licenses, and that it shall cause to renew and extend
            all such required Licenses, and (iii) not fail to take any action
            necessary to keep all such Licenses in good standing and full force
            and effect. Borrower will immediately provide, or cause the Operator
            immediately to provide, Lender with any notice or order of a
            violation which may otherwise have an adverse impact on the
            Mortgaged Property, its operations or its compliance with licensing
            and regulatory requirements."

      18. Section 17 of the Instrument is hereby amended to add the following as
subsection (c):

                  "(c) Borrower has entered into the Contracts previously
            identified to Lender for the provision of goods or services, at or
            otherwise in connection with the operation, use or management of the
            Mortgaged Property. Borrower may in the future enter into Contracts
            for the provision of additional goods or services at or otherwise in
            connection with the operation, use or management of the Mortgaged
            Property. Until Lender gives notice to Borrower of Lender's exercise
            of its rights under this Instrument, Borrower shall have all rights,
            power and authority granted to Borrower under any Contract (except
            as otherwise limited by this subsection or any other provision of
            this Instrument), including the right, power and authority to modify
            the terms of any Contract or extend or terminate any Contract, with
            the exception of any Operating Lease. Upon the occurrence of an
            Event of Default and at the option of Lender, the permission given
            to Borrower pursuant to the preceding sentence to exercise all
            rights, power and authority under Contracts shall terminate. Upon
            Lender's delivery of notice to Borrower of an Event of Default,
            Lender shall immediately have all rights, powers and authority
            granted to Borrower under any Contract, including the right, power
            and authority to modify the terms of, extend or terminate any such
            Contract. Borrower hereby represents and warrants and agrees with
            Lender that: (1) the Contracts are assignable and no previous
            assignment of Borrower's interest in the Contracts has been made;
            (2) the Contracts are in full force and effect in accordance with
            their respective terms and there are no defaults thereunder; (3)
            Borrower shall fully perform all of its obligations under the
            Contracts, and

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            Borrower agrees that it may amend or modify the Contracts without
            the approval of Lender, but that it shall not assign, sell, pledge,
            transfer, mortgage or otherwise encumber its interests in any of the
            Contracts so long as this Instrument is in effect, or consent to any
            transfer, assignment or other disposition thereof without the
            written approval of Lender; and (4) each Contract entered into by
            Borrower subsequent to the date hereof, the average annual
            consideration of which, directly or indirectly, is at least $50,000,
            shall provide: (i) that it shall be terminable for cause; and (ii)
            that it shall be terminable, at Lender's option, upon the occurrence
            of an Event of Default.

      19. Section 18(b) of the Instrument is hereby amended to add the following
sentence at the end thereof:

            "Prohibited Activities and Conditions also shall not include the
            safe and lawful use and storage of medical products and devices
            customarily used in the operation of a Seniors Housing Facility."

      20. Section 19(c) is hereby amended to provide as follows:

            "Borrower shall maintain or cause any Operator to maintain at all
            times commercial professional liability and general liability
            insurance, workers' compensation insurance and such other liability,
            property, errors and omissions and fidelity insurance coverage as
            Lender may from time to time require."

      21. Section 21(a) of the Instrument is hereby amended to add the following
Sections (8) and (9) at the end thereof:

            "(8) a Transfer or change in the holder of the Licenses authorizing
            the Mortgaged Property to operate as a Seniors Housing Facility;
            and"

            "(9) a Transfer of the Borrower's or any Operator's respective
            interest(s) in any Operating Lease."

      22. Section 22 of the Instrument is hereby amended to add the following as
Sections 22 (g), (h), (i) and (j):

            "(g) any failure by Borrower, Operator or any manager (as
            applicable) to comply with the use and licensing requirements set
            forth in Sections 10 and 11";

            "(h) any loss by Borrower, Operator or any manager (as applicable)
            of any License or other legal authority necessary to operate the
            Mortgaged Property as a Seniors Housing Facility, or any failure by
            Borrower, Operator or any manager (as applicable) to comply strictly
            with any consent order or decree or to correct,

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<PAGE>

            within the time deadlines set by any federal, state or local
            licensing agency, any deficiency where such failure results, or
            under applicable laws and regulations, is reasonably likely to
            result, in an action by such agency with respect to the Mortgaged
            Property that may have a material adverse effect on the income and
            operations of the Mortgaged Property or Borrower's interest in the
            Mortgaged Property, including, without limitation, a termination,
            revocation or suspension of any applicable Licenses, necessary for
            the operation of the Mortgaged Property as a Seniors Housing
            Facility";

            "(i) if, without the consent of Lender, Borrower, Operator or any
            manager (as applicable):

                  (i)   ceases to operate the Mortgaged Property as a Seniors
                        Housing Facility;

                  (ii)  ceases to provide substantially the same kitchens,
                        separate bathrooms, and areas for eating, sitting and
                        sleeping in each independent living or assisted living
                        unit or at a minimum, central bathing facilities for
                        Alzheimer's/dementia care, as are provided as of the
                        date of this Instrument;

                  (iii) ceases to provide other facilities and services normally
                        associated with independent living or assisted living
                        units, including, without limitation, (A) central dining
                        services providing up to three meals per day, (B)
                        periodic housekeeping, (C) laundry services, (D)
                        customary transportation services, and (E) social
                        activities;

                  (iv)  provides or contracts for skilled nursing care for any
                        of the units;

                  (v)   leases or holds available for lease to commercial
                        tenants non-residential space (i.e., space other than
                        the units, dining areas, activity rooms, lobby, parlors,
                        kitchen, mailroom, marketing/management offices)
                        exceeding ten percent (10%) of the net rental area; or

                  (vi)  takes any action or permits to exist any condition that
                        causes the Mortgaged Property to be no longer classified
                        as a Seniors Housing Facility; and

            (j) a default under any Operating Lease or under the Subordination,
            Assignment and Security Agreement executed by Borrower, Operator and
            Lender

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<PAGE>

            in connection with this Loan which continues beyond any applicable
            cure period, or the termination of any Operating Lease without
            Lender's prior written approval."

      23. The former Sections 22(g), (h) and (i) are hereby amended to be
Sections 22 (k), (l) and (m), respectively and are amended to read as follows:

            "(k) any failure by Borrower to perform any of its obligations under
            this Instrument (other than those specified in Sections 22(a)
            through (j)), as and when required, which continues for a period of
            30 days after notice of such failure by Lender to Borrower, but no
            such notice or grace period shall apply in the case of any such
            failure which could, in Lender's judgment, absent immediate exercise
            by Lender of a right or remedy under this Instrument, result in harm
            to Lender, impairment of the Note or this Instrument or any other
            security given under any other Loan Document;

            (l) any failure by Borrower to perform any of its obligations as and
            when required under any Loan Document other than this Instrument
            which continues beyond the applicable cure period, if any, specified
            in that Loan Document; and

            (m) any exercise by the holder of any other debt instrument secured
            by a mortgage, deed of trust or deed to secure debt on the Mortgaged
            Property of a right to declare all amounts due under that debt
            instrument immediately due and payable."

      24. Section 43 of the Instrument is hereby amended to add the following
sentences at the end thereof:

            "In addition to the remedies set forth herein and elsewhere in this
            Instrument, upon an Event of Default Lender shall be entitled to
            mandate the use of a lockbox bank account or other depositary
            account, to be maintained under the control and supervision of
            Lender, for all income of the Mortgaged Property, including, but not
            limited to, Rents, service charges, insurance payments and Third
            Party Payments. Lender may, upon an Event of Default, cause the
            removal of Borrower, Operator or any manager (as applicable) from
            any Mortgaged Property operations. Until such time as Lender has
            located a replacement operator, Borrower, the acting Operator or
            manager shall continue to provide all required services to maintain
            the Mortgaged Property in full compliance with all licensing and
            regulatory requirements as a Seniors Housing Facility, provided that
            Borrower, the acting Operator or manager shall be paid for such
            services in accordance with the terms of any applicable Operating
            Lease. Borrower acknowledges that its failure to perform or to cause
            the performance of this service shall constitute a form of waste of
            the Mortgaged Property, causing irreparable harm to Lender and the
            Mortgaged Property, and shall constitute sufficient cause for the
            appointment of a receiver."

SENIORS HOUSING MODIFICATIONS TO INSTRUMENT  Form 4075                 Page B-12
(OCEAN HOUSE)
                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

      25. The following new Sections are added to the Instrument after the last
numbered Section:

            "68. BORROWER'S REPRESENTATIONS AND WARRANTIES. In addition to any
      other representations and warranties contained in this Instrument,
      Borrower hereby represents and warrants to Lender as follows:

            (a) Subject to Section 68, the Mortgaged Property is duly licensed
            as a residential care facility for the elderly ("RCFE") and is in
            all respects otherwise legally authorized to operate as a Seniors
            Housing Facility, under the applicable laws of the Property
            Jurisdiction;

            (b) Borrower, the Operator and the Mortgaged Property (and the
            operation thereof), as applicable, are in compliance in all material
            respects with the applicable provisions of all laws, statutes,
            regulations, ordinances, orders, standards, restrictions and rules
            of any federal, state or local government or quasi-government body,
            agency, board or authority having jurisdiction over the operation of
            the Mortgaged Property, including, without limitation: (i) health
            care and fire safety codes; (ii) design and construction
            requirements, (iii) laws regulating the handling and disposal of
            medical or biological waste; (iv) the applicable provisions of
            Seniors Housing Facility laws, rules, regulations and published
            interpretations thereof to which the Borrower, the Operator or the
            Mortgaged Property is subject; (v) privacy, security and billing
            standards such as those set forth in HIPAA, and (vi) all criteria
            established to classify the Mortgaged Property as a Seniors Housing
            Facility;

            (c) If required, Borrower or the Operator has a current provider
            agreement under any and all applicable federal, state and local laws
            for reimbursement: (a) to a Seniors Housing Facility; or (b) for
            other types of care provided at such facility. There is no decision
            not to renew any provider agreement related to the Mortgaged
            Property, nor is there any action pending or threatened to impose
            alternative, interim or final sanctions with respect to the
            Mortgaged Property;

            (d) Neither Borrower, the Operator nor the Mortgaged Property is
            subject to any proceeding, suit or investigation by any federal,
            state or local government or quasi-government body, agency, board
            authority or any other administrative or investigative body which
            may result in the imposition of a fine or an alternative, interim or
            final sanction, or which would have a material adverse effect on
            Borrower or the operation of the Mortgaged Property, or which would
            result in the appointment of a receiver or manager or would result
            in the revocation, transfer, surrender, suspension or other
            impairment of the Licenses for the Mortgaged Property to operate as
            a Seniors Housing Facility;

SENIORS HOUSING MODIFICATIONS TO INSTRUMENT  Form 4075                 Page B-13
(OCEAN HOUSE)
                                             05-05      (C) 2000-2005 Fannie Mae


<PAGE>


            (e) Upon Lender's request and subject to Privacy Laws, copies of
            resident care agreements and resident occupancy agreements shall be
            provided to Lender. All resident records at the Mortgaged Property
            are true and correct in all material respects;

            (f) Neither the execution and delivery of the Note, the Instrument
            or the Loan Documents, Borrower's performance thereunder, nor the
            recordation of the Instrument will adversely affect the Licenses
            necessary for the operation of the Mortgaged Property as a Seniors
            Housing Facility in the Property Jurisdiction;

            (g) Borrower is not a participant in any federal program whereby any
            federal, state or local, government or quasi-governmental body,
            agency, board or other authority may have the right to recover funds
            by reason of the advance of federal funds. Borrower has received no
            notice, and is not aware of any violation of applicable antitrust
            laws of any federal, state or local, government or quasi-government
            body, agency, board or other authority; and

            (h) Except as otherwise specifically disclosed to the Lender in
            writing, in the event any existing Operating Lease or management
            agreement is terminated or Lender acquires the Mortgaged Property
            through foreclosure or otherwise, neither Borrower, Lender, any
            subsequent operator or manager, nor any subsequent purchaser
            (through foreclosure or otherwise) must obtain a certificate of need
            from any applicable state health care regulatory authority or agency
            (other than giving such notice required under the applicable state
            law or regulation) prior to applying for any applicable License
            necessary for the operation of the Mortgaged Property as a Seniors
            Housing Facility, provided that no service or unit complement is
            changed.

            69. PROVISIONAL LICENSING. As of the date of this Instrument, the
      Mortgaged Property is operating as a RCFE pursuant to an emergency
      approval to operate issued by the Community Care Licensing Division of the
      Department. Borrower or the Operator shall obtain from the Department (a)
      within sixty (60) days after the date of this Instrument a provisional
      license to operate the Mortgaged Property as a RCFE (the "PROVISIONAL
      LICENSE") and (b) within six (6) months after the date that the Department
      issues the Provisional License, a permanent license to operate the
      Mortgaged Property as a RCFE (the "PERMANENT LICENSE"); provided, however,
      that if the Department does not issue the Permanent License within such
      six (6)-month period, Borrower or the Operator shall cause the Department
      to extend the term of the Provisional License for an additional six (6)
      months and Borrower shall obtain the Permanent License within such
      additional six (6)-month period. Borrower shall furnish, or cause the
      Operator to furnish, to Lender (i) within 30 days after the end of each
      fiscal quarter a written report regarding the status of obtaining the
      Provisional License and/or the Permanent License, as applicable, and (ii)
      immediately upon receipt copies of the Provisional License and the
      Permanent License. Nothing in this Section shall be construed to require
      Borrower or the Operator to obtain a

SENIORS HOUSING MODIFICATIONS TO INSTRUMENT  Form 4075                 Page B-14
(OCEAN HOUSE)
                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

      Provisional License if the Department issues the Permanent License without
      first issuing a Provisional License, provided at all times the Mortgaged
      Property is in all respects legally authorized to operate as a Seniors
      Housing Facility, under the applicable laws of the Property Jurisdiction."

            70. EXERCISE OF RIGHTS AND REMEDIES. Lender acknowledges and agrees
      that the obligations of Borrower and exercise of any rights or remedies by
      Lender under this Instrument shall be subject to, and exercised to the
      extent permitted by, applicable law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SENIORS HOUSING MODIFICATIONS TO INSTRUMENT  Form 4075                 Page B-15
(OCEAN HOUSE)
                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

      26. All capitalized terms used in this Exhibit not specifically defined
herein shall have the meanings set forth in the text of the Instrument that
precedes this Exhibit.

                                              BORROWER'S INITIALS: /s/ WBD
                                                                  --------------

SENIORS HOUSING MODIFICATIONS TO INSTRUMENT  Form 4075                 Page B-16
(OCEAN HOUSE)
                                             05-05      (C) 2000-2005 Fannie Mae

<PAGE>

                                   EXHIBIT B-3

                           MODIFICATIONS TO INSTRUMENT

      The following modifications are made to the text of the Instrument which
precedes this Exhibit:

1.    The first sentence of the fourth paragraph on Page 1, which begins
      "Borrower represents and warrants that Borrower", is amended to add after
      "and that the Mortgaged Property is unencumbered" the following:

      ", except as set forth in the schedule of exceptions to coverage in any
      title insurance policy issued to Lender contemporaneously with the
      execution and recordation of this Instrument and insuring Lender's
      interest in the Mortgaged Property (the "TITLE POLICY")."

2.    The second sentence of the fourth paragraph on Page 1 is amended to read
      as follows:

      "Borrower covenants that Borrower will warrant and defend generally the
      title to the Mortgaged Property against all claims and demands, subject to
      any easements and restrictions listed in the Title Policy."

3.    Section 13 is amended by deleting the period at the end thereof and adding
      the following: "and upon reasonable notice."

4.    Section 14(a) is amended by deleting the period at the end thereof and
      adding the following: "during normal business hours and upon reasonable
      notice."

5.    The second sentence of Section 14(c) is amended by adding to the beginning
      thereof the following: "If an Event of Default has occurred,".

6.    Section 16 is amended by adding after the words "lien or encumbrance" and
      before "(a `LIEN')" the words ", except an inchoate mechanics lien".

7.    Section 18(a)(1) is amended by deleting the semicolon at the end thereof
      and adding the following: "in violation of any Hazardous Material Laws;".

8.    Section 18(a)(2) is amended by deleting the semicolon at the end thereof
      and adding the following: "in violation of Hazardous Material Laws;".

9.    Section 18(a)(3) is amended by deleting from line 3 thereof, the
      following: "or may be".

10.   Section 18(b) is amended by adding to the third line thereof after the
      word "comparable" and before the words "multifamily properties," the
      following: "senior housing or"

11.   Section 18 is amended by adding at the end thereof a new paragraph (q) as
      follows:

MODIFICATIONS TO MULTIFAMILY INSTRUMENT (OCEAN HOUSE)                   Page B-5
<PAGE>

      "(q) Notwithstanding anything herein to the contrary, this Section shall
      not apply to the introduction and initial release of Hazardous Materials
      on the Mortgaged Property from and after the date that the Lender acquires
      title to the Mortgaged Property through foreclosure or deed in lieu of
      foreclosure (the "TRANSFER DATE"); provided, however, Borrower shall bear
      the burden of proof that the introduction and initial release of Hazardous
      Materials (i) occurred subsequent to the Transfer Date, and (ii) did not
      occur as a result of any action of Borrower, and (iii) did not occur as a
      result of any continuing migration or release of any Hazardous Materials
      introduced prior to the Transfer Date in, on, under, or near the Mortgaged
      Property."

12.   The fourth sentence of Section 19(b) is amended to read as follows:

      "Lender shall have the right to hold copies of policies of all insurance
      required by Section 19(a), each certified by the insurance broker as being
      a copy of the original policy."

13.   The last sentence of Section 19(b) is amended to read as follows:

      "Borrower shall deliver to Lender (i) at least 10 days prior to the
      expiration date of a policy an Accord certificate with respect to a
      renewal policy and (ii) as soon as reasonably possible thereafter, such
      additional information with respect to such renewal policy reasonably
      requested by Lender, including a copy of such renewal policy certified by
      the insurance broker as being a copy of the original policy."

14.   Section 19(f) is amended by deleting the first sentence and adding in its
      place the following: "In the event of loss of any of the Mortgaged
      Property, Borrower shall cause prompt written notice to be given to the
      insurance carrier and to Lender."

15.   Section 19(f) is further amended by deleting the period at the end of the
      second sentence and adding at the end thereof the following: ", provided
      however, that Borrower may itself make proof of loss, adjust and
      compromise any claims under policies of property damage insurance, appear
      in and prosecute any action arising out of such property damage insurance
      policies and collect and receive the proceeds of property damage insurance
      for any losses arising out of a single occurrence aggregating not in
      excess of $100,000; and in the case of losses arising out of a single
      occurrence aggregating not in excess of $250,000 may make proof of loss,
      adjust and compromise any claims under policies of property damage
      insurance, appear in and prosecute any action arising from such property
      damage insurance policies but may not collect, and receive the proceeds of
      property damage insurance, the same having been assigned to Lender
      hereunder."

16.   Section 20(a) is amended by deleting the period at the end of the third
      sentence and adding at the end thereof the following: ", provided however,
      that Borrower may itself appear in, prosecute any action or proceeding
      relating to any condemnation and settle or compromise any claim and
      collect and receive the proceeds of the award therefrom aggregating not in
      excess of $10,000, and may itself appear in, prosecute any action or
      proceeding relating to any condemnation and settle and compromise any
      claim

MODIFICATIONS TO MULTIFAMILY INSTRUMENT (OCEAN HOUSE)                   Page B-5

<PAGE>

      aggregating not in excess of $50,000 but may not collect and receive the
      award therefrom, the same having been assigned to Lender hereunder."

17.   Section 21(b)(3) is amended in its entirety to read as follows: "The grant
      of a leasehold interest in an individual dwelling unit for an initial term
      of two years or less not containing an option to purchase;"

18.   Section 21(b)(4) is amended by adding in the second line thereof after the
      word "replaced" and before the word "by," the following: "to the extent
      necessary for operation of the Mortgaged Property".

19.   Section 21(b)(5) is amended by adding in the second line thereof after the
      word "materially" and before the word "affect", the words "and adversely".

20.   Section 21(b)(6) is amended by deleting the period at the end thereof and
      adding the following: "; provided, however, that Borrower shall not be
      required to release of record such lien as long as Borrower shall in good
      faith contest the same or the validity thereof by appropriate legal
      proceedings which shall operate to prevent the collection of the lien so
      contested and the sale of the Mortgaged Property or any part thereof, to
      satisfy the same, and provided that Borrower shall, prior to the date such
      lien is due and payable, have given such reasonable security as may be
      demanded by the Lender to insure such payments plus interest or penalties
      thereon and prevent any sale or forfeiture of the Mortgaged Property by
      reason of such non payment. Any such contest shall be prosecuted with due
      diligence and Borrower shall promptly after final determination thereof,
      pay the amount of any such lien so determined, together with all interest
      and penalties which may be payable in connection therewith.
      Notwithstanding these provisions Borrower shall pay any such lien
      notwithstanding such contest if in the opinion of Lender the Mortgaged
      Property shall be in jeopardy or in danger of being forfeited or
      foreclosed."

21.   Section 21(b) is amended to (a) delete the word "and" at the end of
      Subsection 5, (b) delete the period at the end of Subsection (6) and
      replace it with a semi-colon and (c) add the following Subsections (7),
      (8), (9) and (10) as follows:

      "(7)  a one-time Transfer (i) by Fortress Investment Trust II, a Delaware
            business trust ("FIT II") of all of its ownership interest in FIT
            REN LLC, a Delaware limited liability company ("FIT REN"), to
            Alterra Healthcare Corporation, a Delaware corporation ("AHC") and
            (ii) of all of the direct and indirect ownership interest in AHC to
            Brookdale Senior Living, Inc., a Delaware corporation, or a
            to-be-named equivalent holding company for AHC ("BSL"), provided
            that after such Transfer AHC owns all of the direct and indirect
            ownership interest in FIT REN;

      (8)   a Transfer of any ownership interest in BSL or in any entity which
            owns, directly or indirectly through one or more intermediate
            entities, an interest in BSL;

MODIFICATIONS TO MULTIFAMILY INSTRUMENT (OCEAN HOUSE)                   Page B-5

<PAGE>

      (9)   a Transfer of any ownership interest in FIT II or in any entity
            which owns, directly or indirectly through one or more intermediate
            entities, an interest in FIT II; and

      (10)  a Transfer by BSL of any ownership interest in any other entity
            which owns directly or indirectly through one or more intermediate
            entities, an ownership interest in BSL or in BSL's wholly owned
            subsidiaries to another entity which is wholly owned, directly or
            indirectly, by BSL."

22.   Section 21 is amended to add the following Subsections (e) and (f):

      "(e)  Lender and Borrower acknowledge and agree that immediately following
            the Transfer of ownership interests in FIT REN described in Section
            21(b)(7), BSL shall become the Key Principal. Borrower and Lender
            agree that they shall execute (and Borrower shall cause BSL to
            execute) an assumption agreement in the then-current Fannie Mae
            form, as may be required by Lender, that, among other things,
            requires BSL to assume all obligations of Key Principal under the
            Loan Documents and releases FIT II from its obligations as Key
            Principal to the extent provided in such agreement.

      (f)   Borrower shall provide Lender with written notice (i) of the
            occurrence of the Transfer described in Section 21(b)(7), (ii) of
            the filing of the initial Form S-1 (or equivalent form) with the
            United States Securities and Exchange Commission in connection with
            the initial public offering of stock in BSL and (iii) in the event
            Mark Schulte or John Rijos leave the employment of BSL."

23.   Section 21(c)(3) is amended by adding in the last line thereof after the
      words "deeds to secure debt on" or and before the word "multifamily" the
      words "senior housing".

24.   Section 21(c)(4) is amended by adding in the last line thereof before the
      words "multifamily properties," the words "senior housing or".

25.   Section 22(k) is deleted in its entirety and replaced with the following:

      "(k) any failure by Borrower to perform any of its obligations under this
      Instrument (other than those specified in Sections 22(a) through (j)), as
      and when required, which continues for a period of thirty (30) days after
      notice of such failure by Lender to Borrower or, if such failure cannot
      reasonably be cured within thirty (30) days, such reasonable additional
      time as is necessary to cure the same; provided Borrower (i) commenced to
      cure the failure within such thirty (30) day period, (ii) diligently and
      in good faith continues the same to completion, and (iii) provides Lender
      from time to time at Lender's written request, evidence satisfactory to
      Lender of Borrower's continuing good faith efforts to cure such failure;
      and provided, further, however, such notice or grace period, or time
      period for such reasonable additional time shall not apply in the case of
      any such failure which could, in Lender's reasonable judgment absent
      immediate exercise by Lender of a right or remedy under this Instrument,
      result in harm to Lender,

MODIFICATIONS TO MULTIFAMILY INSTRUMENT (OCEAN HOUSE)                   Page B-5

<PAGE>

      impairment of the Note or the Indebtedness or this Instrument or any other
      security given under any other Loan Document."

26.   Section 31 is amended to add the following Subsection (d):

            "(d) Lender shall deliver a copy of each notice to Borrower to
      Brookdale Living Communities, Inc. at the following address:

            c/o Brookdale Living Communities, Inc.
            330 North Wabash, Suite 1400
            Chicago, Illinois  60611
            Attention: General Counsel

[THE FOLLOWING PAGE TO THIS EXHIBIT IS PAGE B-5, EVEN THOUGH THIS RESULTS IN TWO
CONSECUTIVE PAGE B-5.]

MODIFICATIONS TO MULTIFAMILY INSTRUMENT (OCEAN HOUSE)                   Page B-5

<PAGE>

All capitalized terms used in this Exhibit not specifically defined herein shall
have the meanings set forth in the text of the Instrument that precedes this
Exhibit.

                                                /s/ WBD
                                                --------------------------
                                                BORROWER'S INITIALS

MODIFICATIONS TO MULTIFAMILY INSTRUMENT (OCEAN HOUSE)                   Page B-5

<PAGE>

                                   EXHIBIT B-4

                           MODIFICATIONS TO INSTRUMENT
                            (REQUEST FOR SECOND LIEN)

      1. The following new Section is added to the end of the Instrument after
the last numbered Section:

      "[71.] SUBORDINATE MORTGAGE. Notwithstanding the provisions of Section 21,
      Lender shall be deemed to have consented to the filing of a subordinate
      mortgage lien against the Property which secures a subordinate note held
      by Fannie Mae."

      2. All capitalized terms used in this Exhibit not specifically defined
herein shall have the meanings set forth in the text of the Instrument that
precedes this Exhibit.

                                               /s/ WBD
                                               ------------------------------
                                               INITIALS

SECOND LIEN MODIFICATIONS TO INSTRUMENT       FORM 4077       10/98     Page B-1

                                                        (C) 1997-1998 Fannie Mae