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                                                                   EXHIBIT 10.35

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                                     FORM OF
                    SUBSTITUTE MORTGAGE, ASSIGNMENT OF LEASES
                        AND RENTS AND SECURITY AGREEMENT

                                       BY

                                [LODGIAN ENTITY]
                                   (MORTGAGOR)

                            TO AND FOR THE BENEFIT OF

                      MERRILL LYNCH MORTGAGE LENDING, INC.

                                   (MORTGAGEE)

                           Dated: As of June __, 2004

                  Property Location:

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               DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:

                         Sidley Austin Brown & Wood LLP
                               787 Seventh Avenue
                            New York, New York 10019
                         Attention: Mark A. Poole, Esq.

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THIS FORM OF SUBSTITUTE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
AGREEMENT (this "MORTGAGE"), made as of June __, 2004, by [LODGIAN ENTITY], a
________ corporation, having its principal place of business at c/o Lodgian,
Inc. 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326 ("MORTGAGOR"),
to and for the benefit of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware
corporation, having its principal place of business at 4 World Financial Center,
New York, New York 10080 (together with its successors, transferees and assigns,
"Mortgagee"). Capitalized terms used herein but not otherwise defined shall have
the respective meanings assigned to such terms in the Loan Agreement
(hereinafter defined).

                                   WITNESSETH:

      To secure the payment of a loan (the "LOAN") in the original principal sum
of _________________________________________________, lawful money of the United
States of America, being made from Mortgagee to Mortgagor and the other
Borrowers (together with Mortgagor, "BORROWERS"), pursuant to the terms and
conditions of a certain Loan and Security Agreement, dated as of the date hereof
(as amended or modified, the "LOAN AGREEMENT"), among Borrowers and Mortgagee,
which is evidenced by and is to be paid with interest according to a certain
Promissory Note, dated as of the date hereof (as amended, modified, renewed or
restated, and together with any substitutes or replacements (by means of
multiple notes or otherwise) therefor, collectively, the "NOTE"), made by
Borrowers to Mortgagee and all other sums due hereunder, under the other Loan
Documents and under the Note (said indebtedness and interest due under the Note
and all other sums due hereunder, under the Note and the other Loan Documents
being hereinafter collectively referred to as the "DEBT"), Mortgagor has deeded,
mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed,
confirmed, warranted, pledged, assigned, and hypothecated and by these presents
does hereby deed, mortgage, give, grant, bargain, sell, alien, enfeoff, convey,
confirm, warrant, pledge, assign and hypothecate unto Mortgagee, the real
property described in EXHIBIT A attached hereto (the "PREMISES") and the
buildings, structures, fixtures, additions, enlargements, extensions,
modifications, repairs, replacements and improvements now or hereafter located
thereon (the "IMPROVEMENTS");

      TOGETHER WITH: all right, title, interest and estate of Mortgagor now
owned, or hereafter acquired, in and to the following property, rights,
interests and estates (the Premises, the Improvements, and the property, rights,
interests and estates hereinafter described are collectively referred to herein
as the "MORTGAGED Property"):

            (a)   all easements, rights-of-way, strips and gores of land,
streets, ways, alleys, passages, sewer rights, water, water courses, water
rights and powers, air rights and development rights, all rights to oil, gas,
minerals, coal and other substances of any kind or character, and all estates,
rights, titles, interests, privileges, liberties, tenements, hereditaments and
appurtenances of any nature whatsoever, in any way belonging, relating or
pertaining to the Premises and the Improvements and the reversion and
reversions, remainder and remainders, and all land lying in the bed of any
street, road, highway, alley or avenue, opened, vacated or proposed, in front of
or adjoining the Premises, to the center line thereof and all the estates,
rights, titles, interests, dower and rights of dower, curtsey and rights of
curtsey, property, possession, claim and demand

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whatsoever, both at law and in equity, of Mortgagor of, in and to the Premises
and the Improvements and every part and parcel thereof, with the appurtenances
thereto;

            (b)   all machinery, furniture, furnishings, equipment, computer
software and hardware, fixtures (including, without limitation, all heating, air
conditioning, plumbing, lighting, communications and elevator fixtures,
inventory and articles of personal property and accessions thereof and renewals,
replacements thereof and substitutions therefor, if any (including, but not
limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors,
bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades,
venetian blinds, screens, paintings, hangings, pictures, divans, couches,
luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows,
blankets, glassware, foodcarts, cookware, dry cleaning facilities, dining room
wagons, tools, keys or other entry systems, bars, bar fixtures, liquor and other
drink dispensers, icemakers, radios, television sets, intercom and paging
equipment, electric and electronic equipment, dictating equipment, private
telephone systems, medical equipment, potted plants, heating, lighting and
plumbing fixtures, fire prevention and extinguishing apparatus, cooling and
air-conditioning systems, elevators, escalators, fittings, plants, apparatus,
stoves, ranges, refrigerators, laundry machines, tools, machinery, engines,
dynamos, motors, boilers, incinerators, switchboards, conduits, compressors,
vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call
systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors,
cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage
disposals, washers and dryers), other customary hotel equipment) and other
property of every kind and nature, whether tangible or intangible, whatsoever
owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or
hereafter located upon the Premises and the Improvements, or appurtenant
thereto, and usable in connection with the present or future operation and
occupancy of the Premises and the Improvements and all building equipment,
materials and supplies of any nature whatsoever owned by Mortgagor, or in which
Mortgagor has or shall have an interest, now or hereafter located upon the
Premises and the Improvements, or appurtenant thereto, and usable in connection
with the present or future operation, enjoyment and occupancy of the Premises
and the Improvements (hereinafter collectively referred to as the "EQUIPMENT"),
including any leases of any of the foregoing, any deposits existing at any time
in connection with any of the foregoing, and the proceeds of any sale or
transfer of the foregoing, and the right, title and interest of Mortgagor in and
to any of the Equipment that may be subject to any "security interests" as
defined in the Uniform Commercial Code, as adopted and enacted by the State or
States where any of the Mortgaged Property is located (the "UNIFORM COMMERCIAL
CODE"), superior in lien to the lien of this Mortgage;

            (c)   all awards or payments, including interest thereon, that may
heretofore and hereafter be made with respect to the Premises and the
Improvements, whether from the exercise of the right of eminent domain or
condemnation (including, without limitation, any transfer made in lieu of or in
anticipation of the exercise of said rights), or for a change of grade, or for
any other injury to or decrease in the value of the Premises and Improvements;

            (d)   all leases, tenancies, licenses, subleases, assignments and/or
rental or occupancy agreements and other agreements or arrangements (including,
without limitation, any and all guarantees of any of the foregoing) heretofore
or hereafter entered into affecting the use, enjoyment or occupancy of, or the
conduct of any activity upon or in, the Premises and the Improvements, including
any extensions, renewals, modifications or amendments thereof

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(collectively, the "LEASES") and all rents, rent equivalents, moneys payable as
damages or in lieu of rent or rent equivalents, royalties (including, without
limitation, all oil and gas or other mineral royalties and bonuses), income,
fees, receivables, receipts, revenues, deposits (including, without limitation,
security, utility and other deposits), accounts, cash, issues, profits, charges
for services rendered, and other payment and consideration of whatever form or
nature received by or paid to or for the account of or benefit of Mortgagor or
its agents or employees from any and all sources arising from or attributable to
the Premises and the Improvements, including, without limitation, all hotel
receipts, revenues and credit card receipts collected from guest rooms,
restaurants, bars (including, without limitation, service charges for employees
and staff), mini-bars, meeting rooms, banquet rooms, apartments, parking, and
recreational facilities, health club membership fees, food and beverage
wholesale and retail sales, service charges, convention services, special
events, audio-visual services, boat cruises, travel agency fees, telephone
charges, laundry services, vending machines and otherwise, all receivables,
customer obligations, installment payment obligations and other obligations now
existing or hereafter arising or created out of the sale, lease, sublease,
license, concession or other grant of the right of the possession, use and
occupancy of all or any portion of the Premises and the Improvements or
personalty located thereon, or rendering of services by Mortgagor or any
operator or manager of the hotel or the commercial space located in the
Improvements or acquired from others (including, without limitation, from the
rental of any office space, retail space, guest rooms or other space, halls,
stores, and offices, and deposits securing reservations of such space, and
charges for services such as room service, telecommunication and video,
electronic mail, internet connection and other communications and entertainment
services), license, lease, sublease and concession fees and rentals, and
proceeds, if any, from business interruption or other loss of income insurance
and any other items of revenue which would be included in operating revenues
under the Uniform System (as defined in the Loan Agreement) (the "RENTS"),
together with all proceeds from the sale or other disposition of the Leases and
the right to receive and apply the Rents to the payment of the Debt;

            (e)   all proceeds of and any unearned premiums on any insurance
policies covering the Mortgaged Property, including, without limitation, the
right to receive and apply the proceeds of any insurance, judgments, or
settlements made in lieu thereof, for damage to the Mortgaged Property;

            (f)   all accounts, escrows, documents, instruments, chattel paper,
claims, deposits and general intangibles, as the foregoing terms are defined in
the Uniform Commercial Code, and all franchises, trade names (including, without
limitation, the right to operate the Mortgaged Property under the name and/or
hotel system known as Holiday Inn), trademarks, symbols, service marks, books,
records, plans, specifications, designs, drawings, permits, consents, licenses,
management agreements (including, without limitation, the Management Agreement),
franchise agreements, contract rights (including, without limitation, any
contract with any architect or engineer or with any other provider of goods or
services for or in connection with any construction, repair, or other work upon
the Mortgaged Property), approvals, actions, refunds of real estate taxes and
assessments (and any other governmental impositions related to the Mortgaged
Property), and causes of action that now or hereafter relate to, are derived
from or are used in connection with the Mortgaged Property, or the use,
operation, maintenance, occupancy or enjoyment thereof or the conduct of any
business or activities thereon (hereinafter collectively referred to as the
"INTANGIBLES"); and

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any and all proceeds, products, offspring, rents and profits from any of the
foregoing, including, without limitation, those from sale, exchange, transfer,
collection, loss, damage, disposition, substitution or replacement of any of the
foregoing and any and all other security and collateral of any nature
whatsoever, now or hereafter given for the repayment of the Debt and the
performance of Mortgagor's obligations under the Loan Documents including,
without limitation, the Impositions and Insurance Reserve, the FF&E Reserve, the
Loss Proceeds Account, the Deposit Account, the Lock Box Account and the
Sub-Accounts thereof (each as defined in that certain Cash Management Agreement,
dated as of the date hereof (as amended or modified the "CASH MANAGEMENT
AGREEMENT"), by and among Borrowers, Mortgagee, Lodgian Management Corp. and
Wachovia Bank, National Association), and any other escrows or reserves set
forth in the Loan Documents.

      TO HAVE AND TO HOLD the above granted and described Mortgaged Property
unto and to the use and benefit of Mortgagee, forever;

      WITH POWER OF SALE, to secure the payment to Mortgagee of the Debt at the
time and in the manner provided for its payment in the Note and in this
Mortgage;

      PROVIDED, HOWEVER, these presents are upon the express condition that, if
Mortgagor shall well and truly pay to Mortgagee the Debt at the time and in the
manner provided in the Note and this Mortgage and shall well and truly abide by
and comply with each and every covenant and condition set forth herein, in the
Note and in the other Loan Documents in a timely manner, these presents and the
estate hereby granted shall cease, terminate and be void;

      AND Mortgagor represents and warrants to and covenants and agrees with
Mortgagee as follows:

                                     PART I

                               GENERAL PROVISIONS

      1.    PAYMENT OF DEBT AND INCORPORATION OF COVENANTS, CONDITIONS AND
AGREEMENTS. Mortgagor shall pay the Debt at the time and in the manner provided
in the Note, in the Loan Agreement and in this Mortgage. All the covenants,
conditions and agreements contained in (a) the Note, (b) the Loan Agreement and
(c) the other Loan Documents are hereby made a part of this Mortgage to the same
extent and with the same force as if fully set forth herein.

      2.    WARRANTY OF TITLE. Mortgagor warrants that Mortgagor has good and
marketable title to the Mortgaged Property and has the full power, authority and
right to execute, deliver and perform its obligations under this Mortgage and to
deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey,
confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a
fee estate in the Premises and the Improvements and that it owns the Mortgaged
Property free and clear of all liens, encumbrances and charges whatsoever except
for the Permitted Encumbrances and that this Mortgage is and will remain a valid
and enforceable first lien on and security interest in the Mortgaged Property,
subject only to said exceptions. Mortgagor represents and warrants that none of
the Permitted Encumbrances will, individually or

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in the aggregate, materially and adversely affect (i) Mortgagor's ability to pay
in full in a timely manner its obligations, including, without limitation, the
Debt, (ii) the use of the Mortgaged Property for the use currently being made
thereof, (iii) the operation of the Mortgaged Property for the operation
currently being made thereof, or (iv) the value of the Mortgaged Property.
Mortgagor shall forever warrant, defend and preserve such title and the validity
and priority of the lien of this Mortgage and shall forever warrant and defend
the same to Mortgagee against the claims of all persons whomsoever.

      3.    INSURANCE. Mortgagor, at its sole cost and expense, shall obtain and
maintain during the entire term of this Mortgage (the "TERM") policies of
insurance as required pursuant to Section 5.4 of the Loan Agreement, and pay all
premiums thereon (the "INSURANCE PREMIUMS").

      4.    PAYMENT OF IMPOSITIONS AND OTHER CHARGES. Subject to Mortgagor's
right to contest set forth in Section 5.3(B) of the Loan Agreement and the
provisions of Section 5 below, and pursuant to the provisions of the Cash
Management Agreement, Mortgagor shall cause to be paid all Impositions now or
hereafter levied or assessed or imposed against the Mortgaged Property or any
part thereof prior to the date the same shall become delinquent. Mortgagor shall
promptly pay for all utility services provided to the Mortgaged Property.
Mortgagor shall furnish to Mortgagee or its designee receipts for the payment of
the Impositions prior to the date the same shall become delinquent (provided,
however, that Mortgagor shall not be required to furnish such receipts for
payment of Impositions in the event that such Impositions have been paid by
Mortgagee pursuant to Section 5 hereof).

      5.    IMPOSITIONS AND INSURANCE RESERVE. Mortgagor shall make monthly
deposits into the Impositions and Insurance Reserve in accordance with, and to
the extent required under, Section 6.3 of the Loan Agreement and under the Cash
Management Agreement.

      6.    CONDEMNATION. To the extent the terms of this Section 6 are
inconsistent with the terms of the Loan Agreement, the terms of the Loan
Agreement shall control.

            (a)   Mortgagor shall promptly give Mortgagee written notice of any
known actual or threatened commencement of any condemnation or eminent domain
proceeding affecting the Mortgaged Property or any portion thereof and shall
deliver to Mortgagee copies of any and all papers served in connection with such
proceedings. Subject to the terms of Section 6(b) below, Mortgagee is hereby
irrevocably appointed as Mortgagor's attorney-in-fact, coupled with an interest,
with exclusive power to collect, receive and retain any award or payment for
said condemnation or eminent domain and to make any compromise or settlement in
connection with such proceeding, subject to the provisions of this Mortgage and
the Loan Agreement. Notwithstanding any taking by any public or quasi public
authority through eminent domain or otherwise (including but not limited to any
transfer made in lieu of or in anticipation of the exercise of such taking),
Mortgagor shall continue to pay the Debt at the time and in the manner provided
for its payment in the Note, in this Mortgage and the other Loan Documents and
the Debt shall not be reduced until any award or payment therefor shall have
been actually received after expenses of collection and applied by Mortgagee to
the discharge of the Debt in accordance with the terms hereof. In accordance
with the terms hereof, Mortgagor shall cause the award or payment made in any
condemnation or eminent domain proceeding completed after the date

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hereof, which is payable to Mortgagor, to be paid directly to Mortgagee.
Mortgagee may apply any such award or payment to the reduction or discharge of
the Debt whether or not then due and payable; such application to be made
without any Prepayment Consideration (as defined in the Loan Agreement),
provided that if Mortgagor receives any such award or payment, Mortgagor pays
such award or payment to Mortgagee within one hundred twenty (120) days
following the date of Mortgagor's receipt thereof, except that if an Event of
Default has occurred and is continuing, then such application shall be subject
to the Prepayment Consideration computed in accordance with the Note. If the
Mortgaged Property is sold following an Event of Default, through foreclosure or
otherwise, prior to the receipt by Mortgagee of such award or payment, Mortgagee
shall have the right, whether or not a deficiency judgment on the Note shall
have been sought, recovered or denied, to receive said award or payment, or a
portion thereof sufficient to pay the Debt.

            (b)   Notwithstanding the foregoing, Mortgagee shall not exercise
the foregoing rights and Mortgagor may prosecute any condemnation proceeding and
settle or compromise and collect any claim involving an award and/or claim for
damages of not more than the Restoration Threshold provided that: (i) no Event
of Default shall have occurred and be continuing, (ii) in Mortgagee's reasonable
good faith judgment, such condemnation or taking does not and will not
materially restrict access to the Mortgaged Property or otherwise have a
Material Adverse Effect, and the Mortgaged Property remaining after such
condemnation or taking is capable of being restored to an economically viable
whole of substantially the same type which existed prior to the condemnation or
taking or in substantial compliance with all applicable laws, (iii) Mortgagor
applies the proceeds of such award to any reconstruction or repair of the
Mortgaged Property necessary as a result of such condemnation or taking, (iv)
Mortgagor promptly commences and diligently prosecutes such reconstruction or
repair to completion in accordance with all applicable laws and (v) the plans
and specifications for such work shall be subject to Mortgagee's reasonable
approval. Subject to the terms hereof, Mortgagor authorizes Mortgagee to apply
such awards, payments, proceeds or damages, after the deduction of Mortgagee's
reasonable expenses incurred in the collection of such amounts, at Mortgagee's
option, to restoration or repair of the Mortgaged Property or to payment of the
sums secured by this Mortgage, whether or not then due, in the order determined
by Mortgagee, with the balance, if any, to Mortgagor. Application of any such
award or payment to payment of the sums secured by this Mortgage pursuant to the
foregoing sentence shall be made without any Prepayment Consideration, provided
that if Mortgagor receives any such award or payment, Mortgagor pays such award
or payment to Mortgagee within one hundred twenty (120) days following
Mortgagor's receipt thereof, except that if an Event of Default has occurred and
is continuing, then such application shall be subject to the Prepayment
Consideration computed in accordance with the Note. Subject to the provisions of
clauses (i) through (v) of this Section 6(b), Mortgagee shall not exercise
Mortgagee's option to apply such awards or damages to payment of the sums
secured by this Mortgage provided that each of the conditions (as applicable) to
the release of insurance proceeds for restoration or repair of the Mortgaged
Property under Section 5.5 of the Loan Agreement have been satisfied with
respect to such condemnation awards or damages. Any application of proceeds to
principal shall not extend or postpone the due date of the monthly installments
due hereunder, under the Note or under any of the Loan Documents or change the
amount of such installments. Mortgagor agrees to execute such further evidence
of assignment of any awards, proceeds, damages or claims arising in connection
with such condemnation or taking as Mortgagee may reasonably require.

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      7.    LEASES AND RENTS. To the extent the terms of this Section 7 are
inconsistent with the terms of the Loan Agreement or the Assignment of Leases
and Rents, the terms of the Loan Agreement and the Assignment of Leases and
Rents shall control. Mortgagor does hereby absolutely and unconditionally assign
to Mortgagee, all Mortgagor's right, title and interest in all current and
future Leases and Rents, it being intended by Mortgagor that this assignment
constitutes a present, absolute assignment and not an assignment for additional
security only. Such assignment to Mortgagee shall not be construed to bind
Mortgagee to the performance of any of the covenants, conditions or provisions
contained in any such Lease or otherwise impose any obligation upon Mortgagee.
Mortgagor agrees to execute and deliver to Mortgagee such additional
instruments, in form and substance reasonably satisfactory to Mortgagee, as may
hereafter be reasonably requested by Mortgagee to further evidence and confirm
such assignment. Notwithstanding the provisions of this Section 7, so long as no
Event of Default shall have occurred and be continuing under the Loan Documents,
Mortgagor shall have the sole but revocable right and license to act as landlord
under the Leases and to enforce the covenants of the Leases, provided, however,
Mortgagor acknowledges it has no right to collect or use Rents except in
accordance with the terms and conditions of Article VII of the Loan Agreement
and the Cash Management Agreement. Upon the occurrence and during the
continuance of an Event of Default, without the need for notice or demand, the
license granted to Mortgagor herein shall automatically be revoked. Mortgagee is
hereby granted and assigned by Mortgagor the right, at its option, upon
revocation of the license granted herein, to enter upon the Mortgaged Property
in person, by agent or by court-appointed receiver to collect the Rents. Subject
to the terms of the Loan Agreement, any Rents collected after the revocation of
the license shall be applied by Mortgagee in accordance with the Loan Agreement.
Mortgagor expressly understands that any and all proposed leases are included in
the definition of "LEASE" or "LEASES" as such terms may be used throughout this
Mortgage, the Note and the other Loan Documents.

      8.    OPERATION AND MAINTENANCE OF MORTGAGED PROPERTY. Mortgagor shall
cause the Mortgaged Property to be operated and maintained in accordance with
Section 5.5 of the Loan Agreement.

      9.    TRANSFER OR ENCUMBRANCE OF THE MORTGAGED PROPERTY.

            (a)   Mortgagor acknowledges that Mortgagee has examined and relied
on the creditworthiness and experience of Mortgagor in owning and operating
properties such as the Mortgaged Property in agreeing to make the Loan, and that
Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged
Property as a means of maintaining the value of the Mortgaged Property as
security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a
valid interest in maintaining the value of the Mortgaged Property so as to
ensure that, should Mortgagor default in the repayment of the Debt, Mortgagee
can recover the Debt by a sale of the Mortgaged Property. Except as expressly
permitted under this Mortgage, the Loan Agreement or under the other Loan
Documents, Mortgagor shall not cause or suffer to occur or exist, directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, any
sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted
Encumbrances) (collectively, "TRANSFERS") of (i) all or any part of the
Mortgaged Property or (ii) any direct or indirect beneficial ownership interest
(in whole or part) in Mortgagor, irrespective of the number of tiers of
ownership, without the prior written consent of Mortgagee.

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            (b)   The occurrence of any Transfer in violation of this Section 9
shall constitute an Event of Default hereunder, whereupon Mortgagee at its
option, without being required to demonstrate any actual impairment of its
security or any increased risk of default hereunder, may declare the Debt
immediately due and payable.

            (c)   Mortgagee's consent to one Transfer shall not be deemed to be
a waiver of Mortgagee's right to require such consent to any future occurrence
of same. Any Transfer made in contravention of this paragraph shall be null and
void and of no force and effect.

            (d)   Mortgagor agrees to bear and shall pay or reimburse Mortgagee
on demand for all reasonable expenses (including, without limitation, reasonable
attorneys' fees and disbursements. title search costs and title insurance
endorsement premiums) incurred by Mortgagee in connection with the review,
approval and documentation of any Transfer which requires the consent of
Mortgagee.

      10.   CHANGES IN LAWS REGARDING TAXATION. If any law is enacted or adopted
or amended after the date of this Mortgage which deducts the Debt from the value
of the Mortgaged Property for the purpose of taxation or which imposes a tax,
either directly or indirectly, on the Debt or Mortgagee's interest in the
Mortgaged Property, Mortgagor will pay such tax, with interest and penalties
thereon, if any. In the event Mortgagee is advised by counsel chosen by it that
the payment of such tax or interest and penalties by Mortgagor would be unlawful
or taxable to Mortgagee or unenforceable or provide the basis for a defense of
usury, then in any such event, Mortgagee shall have the option, by written
notice of not less than ninety (90) days, to declare the Debt immediately due
and payable and, provided no Event of Default exists, no Prepayment
Consideration shall be due in connection therewith.

      11.   NO CREDITS ON ACCOUNT OF THE DEBT. Mortgagor will not claim or
demand or be entitled to any credit or credits on account of the Debt for any
part of the Taxes or Other Charges assessed against the Mortgaged Property, or
any part thereof, and no deduction shall otherwise be made or claimed from the
assessed value of the Mortgaged Property, or any part thereof, for real estate
tax purposes by reason of this Mortgage or the Debt. In the event such claim,
credit or deduction shall be required by law, Mortgagee shall have the option,
by written notice of not less than ninety (90) days, to declare the Debt
immediately due and payable and, provided no Event of Default exists, no
Prepayment Consideration shall be due in connection therewith.

      12.   DOCUMENTARY STAMPS. If at any time the United States of America, any
State thereof or any subdivision of any such State shall require revenue or
other stamps to be affixed to the Note or this Mortgage, or impose any other tax
or charge on the same, Mortgagor will pay for the same, with interest and
penalties thereon, if any.

      13.   PERFORMANCE OF OTHER AGREEMENTS. Mortgagor shall observe and perform
each and every material term to be observed or performed by Mortgagor pursuant
to the terms of any agreement or recorded instrument (including all instruments
comprising the Permitted Encumbrances) affecting or pertaining to the Mortgaged
Property, and will not suffer or permit any default or event of default (after
giving effect to any applicable notice requirements and cure periods) to exist
under any of the foregoing.

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      14.   FURTHER ACTS; SECONDARY MARKET TRANSACTIONS.

            (a)   Mortgagor will, at the sole cost and expense of Mortgagor, and
without expense to Mortgagee, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, Uniform Commercial Code financing statements or continuation
statements, transfers and assurances as Mortgagee shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring,
and confirming unto Mortgagee the property and rights hereby deeded, mortgaged,
given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed,
pledged, assigned and hypothecated or intended now or hereafter so to be, or
which Mortgagor may be or may hereafter become bound to convey or assign to
Mortgagee, or for carrying out the intention or facilitating the performance of
the terms of this Mortgage or for filing, registering or recording this Mortgage
or for facilitating the sale of the Loan and the Loan Documents as described in
subparagraph (b) below. Mortgagor, on demand, will deliver and hereby authorizes
Mortgagee to file in the name of Mortgagor, one or more financing statements,
chattel mortgages or other instruments, to evidence more effectively the
security interest of Mortgagee in the Mortgaged Property. Upon foreclosure or
the appointment of a receiver, Mortgagor will, at its sole cost and expense, and
without expense to Mortgagee, cooperate fully and completely to effect the
assignment or transfer of any license, permit, agreement or any other right
necessary or useful to the operation of the Mortgaged Property. Mortgagor grants
to Mortgagee an irrevocable power of attorney coupled with an interest for the
purpose of exercising and perfecting any and all rights and remedies available
to Mortgagee at law and in equity, including, without limitation, such rights
and remedies available to Mortgagee pursuant to this paragraph.

            (b)   Subject to the terms and conditions set forth in the Loan
Agreement, Mortgagee shall have the right to engage in one or more Secondary
Market Transactions (as defined in the Loan Agreement) and, in connection
therewith, Mortgagee may transfer its obligations under this Mortgage, the Loan
Agreement and under the other Loan Documents (or may transfer the portion
thereof corresponding to the transferred portion of the Debt), and thereafter
Mortgagee shall be relieved of any obligations hereunder and under the other
Loan Documents arising after the date of said transfer with respect to the
transferred interest.

      15.   RECORDING OF MORTGAGE, ETC. Mortgagor forthwith upon the execution
and delivery of this Mortgage and thereafter, from time to time, will cause this
Mortgage, and any security instrument creating a lien or security interest or
evidencing the lien hereof upon the Mortgaged Property and each instrument of
further assurance to be filed, registered or recorded in such manner and in such
places as may be required by any present or future law in order to publish
notice of and fully to protect the lien or security interest hereof upon, and
the interest of Mortgagee in, the Mortgaged Property. Mortgagor will pay all
filing, registration or recording fees, and all expenses incident to the
preparation, execution and acknowledgment of this Mortgage, any deed of trust
supplemental hereto, any security instrument with respect to the Mortgaged
Property and any instrument of further assurance, and all federal, state, county
and municipal, taxes, duties, imposts, assessments and charges arising out of or
in connection with the execution and delivery of this Mortgage, any deed of
trust supplemental hereto, any security instrument with respect to the Mortgaged
Property or any instrument of further assurance, except where prohibited by law
so to do. Mortgagor shall hold harmless and indemnify Mortgagee, its

                                        9
<PAGE>

successors and assigns, against any liability incurred by reason of the
imposition of any tax on the making and recording of this Mortgage.

      16.   REPORTING REQUIREMENTS. Mortgagor agrees to give prompt notice to
Mortgagee of the insolvency or bankruptcy filing of Mortgagor or the death,
insolvency or bankruptcy filing of any Guarantor.

      17.   EVENTS OF DEFAULT. The Debt shall become immediately due and payable
at the option of Mortgagee upon the happening of any Event of Default. The term
"EVENT OF DEFAULT" as used in this Mortgage shall have the meaning given such
term in the Loan Agreement.

      18.   RIGHT TO CURE DEFAULTS. Upon the occurrence and during the
continuance of any Event of Default, Mortgagee may, but without any obligation
to do so and without notice to or demand on Mortgagor and without releasing
Mortgagor from any obligation hereunder, make or do the same in such manner and
to such extent as Mortgagee may deem necessary to protect the security hereof.
Mortgagee is authorized to enter upon the Mortgaged Property for such purposes
or appear in, defend, or bring any action or proceeding to protect its interest
in the Mortgaged Property or to foreclose this Mortgage or collect the Debt, and
the cost and expense thereof (including reasonable attorneys' fees and
disbursements to the extent permitted by law), with interest at the Default Rate
(as defined in the Loan Agreement) for the period after notice from Mortgagee
that such cost or expense was incurred to the date of payment to Mortgagee,
shall constitute a portion of the Debt, shall be secured by this Mortgage and
the other Loan Documents and shall be due and payable to Mortgagee upon demand.

      19.   REMEDIES.

            (a)   Upon the occurrence and during the continuance of any Event of
Default, Mortgagee may take such action, without notice or demand, as it deems
advisable to protect and enforce its rights against Mortgagor and in and to the
Mortgaged Property by Mortgagee itself or otherwise, including, without
limitation, the following actions, each of which may be pursued concurrently or
otherwise, at such time and in such order as Mortgagee may determine, in its
sole discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

                  (i)   declare the entire Debt to be immediately due and
payable;

                  (ii)  institute a proceeding or proceedings, judicial or
nonjudicial, by advertisement or otherwise, for the complete foreclosure of this
Mortgage in which case the Mortgaged Property or any interest therein may be
sold for cash or upon credit in one or more parcels or in several interests or
portions and in any order or manner;

                  (iii) with or without entry, to the extent permitted and
pursuant to the procedures provided by applicable law, institute proceedings for
the partial foreclosure of this Mortgage for the portion of the Debt then due
and payable, subject to the continuing lien of this Mortgage for the balance of
the Debt not then due;

                  (iv)  sell for cash or upon credit the Mortgaged Property or
any part thereof and all estate, claim, demand, right, title and interest of
Mortgagor therein and rights of redemption thereof, pursuant to the power of
sale contained herein or otherwise, at one or more

                                       10
<PAGE>

sales, as an entirety or in parcels, at such time and place, upon such terms and
after such notice thereof as may be required or permitted by law;

                  (v)   institute an action, suit or proceeding in equity for
the specific performance of any covenant, condition or agreement contained
herein, or in any of the other Loan Documents;

                  (vi)  recover judgment on the Note either before, during or
after any proceedings for the enforcement of this Mortgage;

                  (vii) apply for the appointment of a trustee, receiver,
liquidator or conservator of the Mortgaged Property, to the extent permitted by
applicable law, without notice and without regard for the adequacy of the
security for the Debt and without regard for the solvency of the Mortgagor, any
Guarantor or of any person, firm or other entity liable for the payment of the
Debt;

                  (viii) enforce Mortgagee's interest in the Leases and Rents
and enter into or upon the Mortgaged Property, either personally or by its
agents, nominees or attorneys and dispossess Mortgagor and its agents and
servants therefrom, and thereupon Mortgagee may (A) use, operate, manage,
control, insure, maintain, repair, restore and otherwise deal with all and every
part of the Mortgaged Property and conduct the business thereat; (B) complete
any construction on the Mortgaged Property in such manner and form as Mortgagee
deems advisable; (C) make alterations, additions, renewals, replacements and
improvements to or on the Mortgaged Property; (D) exercise all rights and powers
of Mortgagor with respect to the Mortgaged Property, whether in the name of
Mortgagor or otherwise, including, without limitation, the right to make,
cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for,
collect and receive all Rents; and (E) apply the receipts from the Mortgaged
Property to the payment of Debt, after deducting therefrom all expenses
(including reasonable attorneys' fees and disbursements) incurred in connection
with the aforesaid operations and all amounts necessary to pay the taxes,
assessments insurance and other charges in connection with the Mortgaged
Property, as well as just and reasonable compensation for the services of
Mortgagee, its counsel, agents and employees; or

                  (ix)  pursue such other rights and remedies as may be
available at law or in equity or under the Uniform Commercial Code.

In the event of a sale, by foreclosure or otherwise, of less than all of the
Mortgaged Property, this Mortgage shall continue as a lien on the remaining
portion of the Mortgaged Property.

            (b)   The proceeds of any sale made under or by virtue of this
paragraph, together with any other sums which then may be held by Mortgagee
under this Mortgage, whether under the provisions of this paragraph or
otherwise, shall be applied by Mortgagee to the payment of the Debt in such
priority and proportion as Mortgagee in its sole discretion shall deem proper.

            (c)   Mortgagee may adjourn from time to time any sale by it to be
made under or by virtue of this Mortgage by announcement at the time and place
appointed for such sale or for such adjourned sale or sales; and, except as
otherwise provided by any applicable provision

                                       11
<PAGE>

of law, Mortgagee, without further notice or publication, may make such sale at
the time and place to which the same shall be so adjourned.

            (d)   Upon the completion of any sale or sales pursuant hereto,
Mortgagee, or an officer of any court empowered to do so, shall execute and
deliver to the accepted purchaser or purchasers a good and sufficient
instrument, or good and sufficient instruments, conveying, assigning and
transferring all estate, right, title and interest in and to the property and
rights sold. Any sale or sales made under or by virtue of this paragraph,
whether made under the power of sale herein granted or under or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale, shall
operate to divest all the estate, right, title, interest, claim and demand
whatsoever, whether at law or in equity, of Mortgagor in and to the properties
and rights so sold, and shall be a perpetual bar both at law and in equity
against Mortgagor and against any and all persons claiming or who may claim the
same, or any part thereof from, through or under Mortgagor.

            (e)   Upon any sale made under or by virtue of this paragraph,
whether made under the power of sale herein granted or under or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and
in lieu of paying cash therefor may make settlement for the purchase price by
crediting upon the Debt the net sales price after deducting therefrom the
expenses of the sale and costs of the action and any other sums which Mortgagee
is authorized to deduct under this Mortgage.

            (f)   No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect in any manner or to any extent the lien of
this Mortgage upon the Mortgaged Property or any part thereof, or any liens,
rights, powers or remedies of Mortgagee hereunder, but such liens, rights,
powers and remedies of Mortgagee shall continue unimpaired as before.

            (g)   Mortgagee may terminate or rescind any proceeding or other
action brought in connection with its exercise of the remedies provided in this
paragraph at any time before the conclusion thereof, as determined in
Mortgagee's sole discretion and without prejudice to Mortgagee.

            (h)   Mortgagee may resort to any remedies and the security given by
the Note, this Mortgage or the other Loan Documents in whole or in part, and in
such portions and in such order as determined in Mortgagee's sole discretion. No
such action shall in any way be considered a waiver of any rights, benefits or
remedies evidenced or provided by the Note, this Mortgage or any of the other
Loan Documents. The failure of Mortgagee to exercise any right, remedy or option
provided in the Note, this Mortgage or any of the other Loan Documents shall not
be deemed a waiver of such right, remedy or option or of any covenant or
obligation secured by the Note, this Mortgage or the other Loan Documents. No
acceptance by Mortgagee of any payment after the occurrence of any Event of
Default and no payment by Mortgagee of any obligation for which Mortgagor is
liable hereunder shall be deemed to waive or cure any Event of Default with
respect to Mortgagor, or Mortgagor's liability to pay such obligation. No sale
of all or any portion of the Mortgaged Property, no forbearance on the part of
Mortgagee, and no extension of time for the payment of the whole or any portion
of the Debt or any other

                                       12
<PAGE>

indulgence given by Mortgagee to Mortgagor, shall operate to release or in any
manner affect the interest of Mortgagee in the remaining Mortgaged Property or
the liability of Mortgagor to pay the Debt. No waiver by Mortgagee shall be
effective unless it is in writing and then only to the extent specifically
stated. All reasonable costs and expenses of Mortgagee in exercising its rights
and remedies under this paragraph (including reasonable attorneys' fees and
disbursements to the extent permitted by law), shall be paid by Mortgagor
immediately upon notice from Mortgagee, with interest at the Default Rate for
the period after notice from Mortgagee and such costs and expenses shall
constitute a portion of the Debt and shall be secured by this Mortgage.

            (i)   The interests and rights of Mortgagee under the Note, this
Mortgage or in any of the other Loan Documents shall not be impaired by any
indulgence, including (i) any renewal, extension or modification which Mortgagee
may grant with respect to any of the Debt, (ii) any surrender, compromise,
release, renewal, extension, exchange or substitution which Mortgagee may grant
with respect to the Mortgaged Property or any portion thereof; or (iii) any
release or indulgence granted to any maker, endorser, Guarantor or surety of any
of the Debt.

      20.   RIGHT OF ENTRY. In addition to any other rights or remedies granted
under this Mortgage, Mortgagee and its agents shall have the right to enter and
inspect the Mortgaged Property at any reasonable time during the Term. The
reasonable cost of such inspections or audits shall be borne by Mortgagor should
Mortgagee determine that an Event of Default exists, including the cost of all
follow up or additional investigations or inquiries deemed reasonably necessary
by Mortgagee. The reasonable cost of such inspections, if not paid for by
Mortgagor within ten (10) Business Days of demand therefor, may be added to the
principal balance of the sums due under the Note and this Mortgage and shall
bear interest thereafter until paid at the Default Rate.

      21.   SECURITY AGREEMENT. This Mortgage is both a real property mortgage
and a "security agreement" within the meaning of the Uniform Commercial Code.
The Mortgaged Property includes both real and personal property and all other
rights and interests, whether tangible or intangible in nature, of Mortgagor in
the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has
granted and hereby grants to Mortgagee, as security for the Debt, a security
interest in the Mortgaged Property to the full extent that the Mortgaged
Property may be subject to the Uniform Commercial Code (said portion of the
Mortgaged Property so subject to the Uniform Commercial Code being called in
this paragraph the "COLLATERAL"). Mortgagor hereby agrees with Mortgagee to
execute and deliver to Mortgagee, in form and substance reasonably satisfactory
to Mortgagee, such financing statements and such further assurances as Mortgagee
may from time to time, reasonably consider necessary to create, perfect, and
preserve Mortgagee's security interest herein granted. This Mortgage shall also
constitute a "fixture filing" for the purposes of the Uniform Commercial Code as
to all or any items of the Collateral that are or are to become fixtures under
the Uniform Commercial Code. Information concerning the security interest herein
granted may be obtained from the parties at the addresses of the parties set
forth in the first paragraph of this Mortgage. If an Event of Default shall
occur, Mortgagee, in addition to any other rights and remedies which it may
have, shall have and may exercise immediately and without demand, any and all
rights and remedies granted to a secured party upon default under the Uniform
Commercial Code, including, without limiting the generality of the foregoing,
the right to take possession of the Collateral or any part thereof, and to take
such other measures as Mortgagee may deem necessary for the care,

                                       13
<PAGE>

protection and preservation of the Collateral. Upon request or demand of
Mortgagee after the occurrence and during the continuance of an Event of
Default, Mortgagor shall at its expense assemble the Collateral and make it
available to Mortgagee at a convenient place reasonably acceptable to Mortgagee.
Mortgagor shall pay to Mortgagee within ten (10) Business Days of demand
therefor any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by Mortgagee in protecting the interest in the
Collateral and in enforcing the rights hereunder with respect to the Collateral.
Any notice of sale, disposition or other intended action by Mortgagee with
respect to the Collateral sent to Mortgagor in accordance with the provisions
hereof at least ten (10) Business Days prior to such action, shall constitute
commercially reasonable notice to Mortgagor. The proceeds of any disposition of
the Collateral, or any part thereof, may be applied by Mortgagee to the payment
of the Debt in such priority and proportions as Mortgagee in its sole discretion
shall deem proper. In the event of any change in name, identity or structure of
any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after
Mortgagee's request shall execute, file and record such Uniform Commercial Code
forms as are necessary to maintain the priority of Mortgagee's lien upon and
security interest in the Collateral, and shall pay all reasonable expenses and
fees in connection with the filing and recording thereof. If Mortgagee shall
require the filing or recording of additional Uniform Commercial Code forms or
continuation statements, Mortgagor shall, promptly after request, execute, file
and record such Uniform Commercial Code forms or continuation statements as
Mortgagee shall deem reasonably necessary, and shall pay all reasonable expenses
and fees in connection with the filing and recording thereof, it being
understood and agreed, however, that no such additional documents shall increase
Mortgagor's obligations or decrease Mortgagor's rights under the Note, this
Mortgage and any of the other Loan Documents. Mortgagor hereby irrevocably
appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file
with the appropriate public office on its behalf any financing or other
statements signed only by Mortgagee, as secured party, in connection with the
Collateral covered by this Mortgage.

      22.   ACTIONS AND PROCEEDINGS. Mortgagee has the right to appear in and
defend any action or proceeding brought with respect to the Mortgaged Property
and to bring any action or proceeding, in the name and on behalf of Mortgagor,
which Mortgagee, in its reasonable discretion, decides should be brought to
protect their interest in the Mortgaged Property. Mortgagee shall, at its
option, be subrogated to the lien of any deed of trust or other security
instrument discharged in whole or in part by the Debt, and any such subrogation
rights shall constitute additional security for the payment of the Debt.

      23.   RECOVERY OF SUMS REQUIRED TO BE PAID. Mortgagee shall have the right
from time to time to take action to recover any sum or sums which constitute a
part of the Debt as the same become due, without regard to whether or not the
balance of the Debt shall be due, and without prejudice to the right of
Mortgagee thereafter to bring an action of foreclosure, or any other action, for
a default or defaults by Mortgagor existing at the time such earlier action was
commenced.

      24.   MARSHALLING AND OTHER MATTERS. Mortgagor hereby waives, to the
extent permitted by law, the benefit of all appraisement, valuation, stay,
extension, reinstatement and redemption laws now or hereafter in force and all
rights of marshalling in the event of any sale hereunder of the Mortgaged
Property or any part thereof or any interest therein. Further,

                                       14
<PAGE>

Mortgagor hereby expressly waives any and all rights of redemption from sale
under any order or decree of foreclosure of this Mortgage on behalf of
Mortgagor, and on behalf of each and every person acquiring any interest in or
title to the Mortgaged Property subsequent to the date of this Mortgage and on
behalf of all persons to the extent permitted by applicable law. Mortgagee shall
not be under any obligation to marshal any assets in favor of any Person or in
payment of any of the Debt.

      25.   HANDICAPPED ACCESS.

            (a)   Mortgagor agrees that the Mortgaged Property shall at all
times comply, with the requirements of the Americans with Disabilities Act of
1990, the Fair Housing Amendments Act of 1988, if applicable, all state and
local laws and ordinances related to handicapped access and all rules,
regulations, and orders issued pursuant thereto including, without limitation,
the Americans with Disabilities Act Accessibility Guidelines for Buildings and
Facilities (collectively "ACCESS LAWS").

            (b)   Without limiting the foregoing, Mortgagor shall cause any
alterations to the Mortgaged Property to comply with all applicable Access Laws.
The foregoing shall apply to tenant improvements constructed by Mortgagor or by
any of its tenants. Mortgagee may condition any such approval upon receipt of a
certificate of Access Law compliance from an architect, engineer, or other
person acceptable to Mortgagee.

            (c)   Mortgagor agrees to give prompt notice to Mortgagee of the
receipt by Mortgagor of any material complaints related to violation of any
Access Laws and of the commencement of any proceedings or investigations which
relate to compliance with applicable Access Laws.

      26.   INDEMNIFICATION. In addition to any other indemnifications provided
herein or in the other Loan Documents, Mortgagor shall protect, defend,
indemnify and save harmless Mortgagee and its successors and assigns (including,
without limitation, the trustee and/or the trust under any trust agreement
executed in connection with any Secondary Market Transaction backed in whole or
in part by the Loan and any other person which may hereafter be the holder of
the Note or any interest therein), and the officers, directors, stockholders,
partners, members, employees, agents, and Affiliates of Mortgagee and such
successors and assigns (each an "INDEMNIFIED PARTY") from and against all
liabilities, obligations, claims, demands, damages, penalties, causes of action,
losses, fines, costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements), imposed upon or incurred by or asserted
against any Indemnified Party by reason of: (a) ownership of this Mortgage, the
Mortgaged Property or any interest therein or receipt of any Rents; (b) any
accident, injury to or death of persons or loss of or damage to property
occurring in, on or about the Mortgaged Property or any part thereof or on the
adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets
or ways; (c) any use, nonuse or condition in, on or about the Mortgaged Property
or any part thereof or on adjoining sidewalks, curbs, adjacent property or
adjacent parking areas, streets or ways; (d) any failure on the part of
Mortgagor to perform or comply with any of the terms of this Mortgage; (e)
performance of any labor or services or the furnishing of any materials or other
property in respect of the Mortgaged Property or any part thereof; (f) any
failure of the Premises or the Improvements to comply with any applicable law,
statute, code, ordinance, rule or regulation

                                       15
<PAGE>

including, without limitation, any Access Laws; (g) any default by Mortgagor
under this Mortgage, the Loan Agreement or any of the other Loan Documents; (h)
any actions taken by any Indemnified Party in the enforcement of this Mortgage
and other Loan Documents in accordance with their respective terms; (i) any
representation or warranty made in the Note, this Mortgage or any of the other
Loan Documents being false or misleading in any material respect as of the date
such representation or warranty was made; (j) any claim by brokers, finders or
similar persons claiming to be entitled to a commission in connection with any
Lease or other transaction involving the Mortgaged Property or any part thereof
under any legal requirement or any liability asserted against Mortgagee with
respect thereto; and (k) the claims of any lessee of any or any portion of the
Mortgaged Property or any person acting through or under any lessee or otherwise
arising under or as a consequence of any Lease (collectively, the "INDEMNIFIED
LIABILITIES"), provided that Mortgagor shall not have an obligation to an
Indemnified Party hereunder with respect to the Indemnified Liabilities arising
from the fraud, gross negligence or willful misconduct of such Indemnified Party
as determined by a court of competent jurisdiction. Any amounts payable to
Mortgagee by reason of the application of this paragraph shall be secured by
this Mortgage and shall become immediately due and payable and shall bear
interest at the Default Rate from the date loss or damage is sustained by
Mortgagee until paid. The obligations and liabilities of Mortgagor under this
paragraph shall survive the termination, satisfaction, or assignment of this
Mortgage and the exercise by Mortgagee of any of its rights or remedies
hereunder, including, but not limited to, the acquisition of the Mortgaged
Property by foreclosure or a conveyance in lieu of foreclosure.

      27.   NOTICES. Any notice, demand, statement, request or consent made
hereunder shall be in writing, addressed to the intended recipient at its
address set forth in the Loan Agreement, and shall be made and deemed given in
accordance with the terms of the Loan Agreement.

      28.   AUTHORITY. (a) Mortgagor (and the undersigned representative of
Mortgagor, if any) represent and warrant that it (or they, as the case may be)
has full power, authority and right to execute, deliver and perform its
obligations pursuant to this Mortgage, and to deed, mortgage, give, grant,
bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, hypothecate and
assign the Mortgaged Property pursuant to the terms hereof and to keep and
observe all of the terms of this Mortgage on Mortgagor's part to be performed;
and (b) Mortgagor represents and warrants that Mortgagor is not a "foreign
person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of
1986, as amended and the related Treasury Department regulations, including
temporary regulations.

      29.   NON-WAIVER. The failure of Mortgagee to insist upon strict
performance of any term hereof shall not be deemed to be a waiver of any term of
this Mortgage. Any consent or approval by Mortgagee in any single instance shall
not be deemed or construed to be Mortgagee's consent or approval in any like
matter arising at a subsequent date. Mortgagor shall not be relieved of
Mortgagor's obligations hereunder by reason of (a) the failure of Mortgagee to
comply with any request of Mortgagor or any Guarantor to take any action to
foreclose this Mortgage or otherwise enforce any of the provisions hereof or of
the Note, or the other Loan Documents, (b) the release, regardless of
consideration, of the whole or any part of the Mortgaged Property, or of any
person liable for the Debt or any portion thereof, or (c) any agreement or
stipulation by Mortgagee extending the time of payment or otherwise modifying or
supplementing the terms of the Note, this Mortgage or any of the other Loan
Documents.

                                       16
<PAGE>

Mortgagee may resort for the payment of the Debt to any other security held by
Mortgagee in such order and manner as Mortgagee, in its sole discretion, may
elect. Mortgagee may take action to recover the Debt, or any portion thereof, or
to enforce any covenant hereof without prejudice to the right of Mortgagee
thereafter to foreclosure this Mortgage. The rights and remedies of Mortgagee
under this Mortgage shall be separate, distinct and cumulative and none shall be
given effect to the exclusion of the others. No act of Mortgagee shall be
construed as an election to proceed under any one provision herein to the
exclusion of any other provision. Mortgagee shall not be limited exclusively to
the rights and remedies herein stated but shall be entitled to every right and
remedy now or hereafter afforded at law or in equity.

      30.   NO ORAL CHANGE. This Mortgage, and any provisions hereof, may not be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of Mortgagor or Mortgagee, but only by
an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.

      31.   LIABILITY. Subject to the provisions hereof requiring Mortgagee's
consent to any transfer of the Mortgaged Property, this Mortgage shall be
binding upon and inure to the benefit of Mortgagor and Mortgagee and their
respective successors and assigns forever.

      32.   INAPPLICABLE PROVISIONS. If any term, covenant or condition of the
Note or this Mortgage is held to be invalid, illegal or unenforceable in any
respect, the Note and this Mortgage shall be construed without such provision.

      33.   HEADINGS, ETC. The headings and captions of various paragraphs of
this Mortgage are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

      34.   DUPLICATE ORIGINALS. This Mortgage may be executed in any number of
duplicate originals and each such duplicate original shall be deemed to be an
original.

      35.   DEFINITIONS. Unless the context clearly indicates a contrary intent
or unless otherwise specifically provided herein, words used in this Mortgage
may be used interchangeably in singular or plural form and the word "MORTGAGOR"
shall mean "each Mortgagor and any subsequent owner or owners of the Mortgaged
Property or any part thereof or any interest therein," the word "MORTGAGEE"
shall mean "Mortgagee and any subsequent holder of the Note," the word "NOTE"
shall mean "the Note and any other evidence of indebtedness secured by this
Mortgage," the word "PERSON" shall include an individual, corporation,
partnership, trust, unincorporated association, government, governmental
authority, and any other entity, and the words "MORTGAGED PROPERTY" shall
include any portion of the Mortgaged Property and any interest therein and the
words "ATTORNEYS' FEES" shall include any and all reasonable attorneys' fees,
paralegal and law clerk fees, including, without limitation, fees at the
pre-trial, trial and appellate levels incurred or paid by Mortgagee in
protecting its interest in the Mortgaged Property and Collateral and enforcing
its rights hereunder. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural and vice versa.

                                       17
<PAGE>

      36.   HOMESTEAD. Mortgagor hereby waives and renounces all homestead and
exemption rights provided by the Constitution and the laws of the United States
and of any state, in and to the Mortgaged Property as against the collection of
the Debt, or any part hereof.

      37.   ASSIGNMENTS. Mortgagee shall have the right to assign or transfer
its rights under this Mortgage without limitation. Any assignee or transferee
shall be entitled to all the benefits afforded Mortgagee under this Mortgage.

      38.   WAIVER OF JURY TRIAL. EACH OF MORTGAGOR AND MORTGAGEE HEREBY AGREES
NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES
ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS MORTGAGE, OR THE OTHER LOAN
DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY MORTGAGOR AND MORTGAGEE, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. EACH OF MORTGAGOR AND MORTGAGEE IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

      39.   INTENTIONALLY OMITTED.

      40.   POWER OF SALE. Except as otherwise provided in Section 45 of this
Mortgage, the following provisions shall apply:

            (a)   Upon the occurrence and during the continuance of an Event of
Default, Mortgagee may sell or offer for sale the Mortgaged Property in such
portions, order and parcels as Mortgagee may determine with or without having
first taken possession of same, to the highest bidder for cash, free from the
equity of redemption, statutory right of redemption, homestead, dower and all
other rights and exemptions of every kind, each of which are hereby expressly
waived, at one or more public auctions in accordance with the terms and
provisions of the law of the State in which the Mortgaged Property is located.
Such sale shall be made at the area within the courthouse of the county in which
the Mortgaged Property (or any portion thereof to be sold) is situated (whether
the parts or parcels thereof, if any, in different counties are contiguous or
not, and without the necessity of having any personal property hereby secured
present at such sale) which is designated by the applicable court of such County
as the area in which public sales are to take place, or, if no such area is
designated, at the area at the courthouse designated in the notice of sale as
the area in which the sale will take place, on such day and at such times as
permitted under applicable law of the State where the Mortgaged Property is
located, after advertising the time, place and terms of the sale of the
Mortgaged Property for twenty-one (21) days by three (3) weekly notices in a
newspaper published in the County wherein the Mortgaged Property is wholly or
partially located. Mortgagor agrees that Mortgagee shall have the right to
adjourn any such sale to another date and time to be announced at the time and
place of the sale as set forth in the published notice, and in such event, no
further publication of the sale is required. The sale or sales of less than the
whole of the Mortgaged Property shall

                                       18
<PAGE>

not exhaust the power of sale granted herein, and Mortgagee is specifically
empowered to make successive sales under such power until the whole of the
Mortgaged Property shall be sold.

      At any such public sale, Mortgagee may execute and deliver in the name of
Mortgagor to the purchaser a conveyance of the Mortgaged Property or any part of
the Mortgaged Property in fee simple. In the event of any sale under this
Mortgage by virtue of the exercise of the powers herein granted, or pursuant to
any order in any judicial proceeding or otherwise, the Mortgaged Property may be
sold in its entirety or in separate parcels and in such manner or order as
Mortgagee in its sole discretion may elect, and Mortgagee may sell the personal
property covered by this Mortgage at one or more separate sales in any manner
permitted by the Uniform Commercial Code of the State in which the Mortgaged
Property is located, and one or more exercises of the powers herein granted
shall not extinguish or exhaust such powers, until all the Mortgaged Property is
sold or the Note and other secured indebtedness is paid in full. If the Note and
other secured indebtedness is now or hereafter further secured by any chattel
Mortgages, pledges, contracts or guaranty, assignments of lease, or other
security instruments, Mortgagee at its option may exhaust the remedies granted
under any of said security instruments either concurrently or independently, and
in such order as Mortgagee may determine.

            (b)   Upon any foreclosure sale or sales of all or any portion of
the Mortgaged Property under the power herein granted, Mortgagee may bid for and
purchase the Mortgaged Property and shall be entitled to apply all or any part
of the Debt as a credit to the purchase price.

            (c)   In the event of a foreclosure or a sale of all or any portion
of the Mortgaged Property under the power herein granted, the proceeds of said
sale shall be applied, in whatever order Mortgagee in its sole discretion may
decide, to the reasonable expenses of such sale and of all proceedings in
connection therewith (including, without limitation, reasonable attorneys' fees
and expenses), to insurance premiums, liens, assessments, taxes and charges
(including, without limitation, utility charges advanced by Mortgagee), to
payment of the outstanding principal balance of the Debt, and to the accrued
interest on all of the foregoing; and the remainder, if any, shall be paid to
Mortgagor, or to the person or entity lawfully entitled thereto.

      41.   LIMITATIONS ON RECOURSE PROVISIONS. The obligations of Mortgagor
hereunder are subject to limitations on recourse as provided in Article XII of
the Loan Agreement.

      42.   MISCELLANEOUS.

            (a)   Intentionally Omitted.

            (b)   The Loan Documents contain the entire agreement between
Mortgagor and Mortgagee relating to or connected with the Loan. Any other
agreements relating to or connected with the Loan not expressly set forth in the
Loan Documents are null and void and superseded in their entirety by the
provisions of the Loan Documents.

            (c)   Mortgagor represents and warrants to Mortgagee that, to
Mortgagor's knowledge, there has not been committed by Mortgagor or any other
person in occupancy of or involved with the operation or use of the Mortgaged
Property any act or omission affording the federal government or any state or
local government the right of forfeiture as against the

                                       19
<PAGE>

Mortgaged Property or any part thereof or any monies paid in performance of
Mortgagor's obligations under the Note or under any of the other Loan Documents.
Mortgagor hereby covenants and agrees not to commit, intentionally permit or
suffer to exist any act, omission or circumstance affording such right of
forfeiture. In furtherance thereof, Mortgagor hereby indemnifies Mortgagee and
agrees to defend and hold Mortgagee harmless from and against any loss, damage
or injury by reason of the breach of the covenants and agreements or the
representations and warranties set forth in this paragraph. Without limiting the
generality of the foregoing, the filing of formal charges or the commencement of
proceedings against Mortgagor or all or any part of the Mortgaged Property under
any federal or state law for which forfeiture of the Mortgaged Property or any
part thereof or of any monies paid in performance of Mortgagor's obligations
under the Loan Documents is a potential result, shall, at the election of
Mortgagee, constitute an Event of Default hereunder without notice or
opportunity to cure.

            (d)   Mortgagor acknowledges that, with respect to the Loan,
Mortgagor is relying solely on its own judgement and advisors in entering into
the Loan without relying in any manner on any statements, representations or
recommendations of Mortgagee or any parent, subsidiary or affiliate of
Mortgagee. Mortgagor acknowledges that Mortgagee engages in the business of real
estate financings and other real estate transactions and investments which may
be viewed as adverse to or competitive with the business of the Mortgagor or its
affiliates. Mortgagor acknowledges that it is represented by competent counsel
and has consulted counsel before executing the Loan Documents.

            (e)   Intentionally Omitted.

            (f)   This Mortgage and the obligations arising hereunder shall be
governed by and construed in accordance with the laws of the State of New York
and any applicable laws of the United States of America, except that at all
times the provisions for the creation, perfection and enforcement of the liens
and the security interests created pursuant to this Mortgage shall be governed
by the laws of the State where the Premises are located.

      43.   FUTURE ADVANCES. This Mortgage secures "FUTURE ADVANCES," as
hereinafter defined. Any portion of the Debt which is incurred after the
execution of this Mortgage pursuant to any instrument referring to this
Mortgage, or which is evidenced by any instrument stating that said indebtedness
is secured by this Mortgage, shall be defined as a "FUTURE ADVANCE," including,
without limitation, indebtedness incurred or advanced by Mortgagee to Mortgagor
or pursuant to the Loan Documents. It is agreed that the Loan Documents are
intended to secure all of the debts and obligations referred to in the Loan
Documents, some of which will be obligatory future advances, and all advances
under the Loan Documents will be for commercial purposes. This Paragraph shall
serve as notice to any subsequent holder of a lien, encumbrance, security title
or other claim in and to the Mortgaged Property that Mortgagee claims the
priority of the lien of this Mortgage for all such Future Advances, as well as
for all other obligations secured hereby. This Paragraph shall also be notice
that Mortgagee reserves the right, upon agreement thereto with Mortgagor, to
modify, extend, consolidate, and renew the Debt, or any portions thereof, and
the rate of interest charged thereon, without affecting the priority of the lien
created by this Mortgage.

                                       20
<PAGE>

      44.   CROSS-COLLATERALIZATION. The mortgages and deeds of trust (other
than this Mortgage) listed on EXHIBIT B attached hereto and made a part hereof,
as any of same may be amended, modified or supplemented from time to time, are
collectively referred to for purposes of this Section 44 as the "OTHER
MORTGAGES." This Mortgage, as it may be amended, modified or supplemented from
time to time, together with the Other Mortgages, are collectively referred to
for purposes of this Section 44 as the "MORTGAGES." The Debt is secured by,
among other things, the Mortgages, which encumber real and personal property in
the States set forth on EXHIBIT B, as more particularly described in each of the
Mortgages. The Debt may be accelerated as provided in the Loan Documents. Upon
the occurrence and during the continuance of an Event of Default, Mortgagee may,
at its option, accelerate the Debt and foreclose upon any one or more of the
Mortgages or resort to any one or more of its other rights and remedies under
any or all of the Mortgages and the other Loan Documents. Except as otherwise
provided herein, all of the real and personal property conveyed and/or mortgaged
by the Mortgages are security for the Debt without allocation of any one or more
of the parcels or portions thereof to any portion of the Debt. Mortgagee may
allocate the proceeds that it receives upon the exercise of its rights and
remedies, including foreclosure, to payment of the Debt as Mortgagee in its sole
discretion may determine to be advisable pursuant to the terms of the Loan
Documents. Mortgagee may proceed, at the same or different times, to foreclose
the Mortgages or any one or more of them, by any proceedings appropriate in the
state where any of the real property encumbered by one or more of the Mortgages
lies, including private sale if permitted, and no event of enforcement taking
place in any state, including without limiting the generality of the foregoing,
any pending foreclosure, judgment or decree of foreclosure, foreclosure sale,
rents received, possession taken, deficiency judgment or decrees, or judgment
taken on the Debt, shall in any way stay, preclude or bar enforcement of the
Mortgages or any of them in any other state, and Mortgagee may pursue any or all
of its remedies to the maximum extent permitted by applicable law pursuant to
the terms of the Loan Documents until all of the Debt and all other obligations
now or hereafter secured by any or all of the Mortgages have been paid or
discharged in full. Additionally, and without limitation of any other provision
of this Mortgage, if this Mortgage is foreclosed and the Mortgaged Property is
sold (or any part thereof) pursuant to foreclosure or other proceedings, and if
the proceeds of such sale (after application of such proceeds as provided in
this Mortgage and the other Loan Documents) are not sufficient to pay the total
sum of the Debt then outstanding and any other amounts provided for by
applicable law (the "BALANCE Owed"), then, to the extent permitted by law, the
Debt shall not be satisfied to the extent of the Balance Owed, but such Debt
shall continue

                                       21
<PAGE>

in existence and continue to be evidenced and secured by the Loan Documents and
the Mortgages. Subject to the requirements of applicable law, if Mortgagee shall
acquire the Mortgaged Property as a result of any foreclosure or other sale
(whether by bidding all or any portion of the Debt or otherwise), the proceeds
of such sale, to the extent permitted by law, shall not be deemed to include
(and Mortgagor shall not be entitled to any benefit or credit on account of)
proceeds of any subsequent sale of the Mortgaged Property by Mortgagee. Without
limitation of any other provision hereof, Mortgagor further agrees that if any
of the Other Mortgages are foreclosed and sale is made of any of the property
subject to any Other Mortgages, and if the proceeds of such sale (after
application of such proceeds as provided for herein and after deducting all
accrued and general and special taxes and assessments) are not sufficient to pay
the Debt and any other amounts provided for by applicable law, then, to the
extent permitted by law, the Debt then outstanding shall not be satisfied to the
extent of the Balance Owed, but such Debt shall continue in existence and
continue to be evidenced and secured by the Loan Documents and the Mortgages
existing immediately prior to any such foreclosure, except such Mortgages
foreclosed upon. No release of personal liability, if any, of any Person
whatsoever and no release of any portion of the property now or hereafter
subject to the lien of any of the Mortgages shall have any effect whatsoever by
way of impairment or disturbance of the lien or priority of any other of the
Mortgages or the unreleased properties encumbered by any of the Mortgages, to
the extent permitted by law. Any foreclosure or other appropriate remedy brought
in any of the states aforesaid may be brought and prosecuted as to any part of
the security, wherever located, without regard to the fact that foreclosure
proceedings or other remedies have or have not been instituted elsewhere on any
other property subject to the lien of the Mortgages. Neither Mortgagor nor any
Person claiming by, through or under Mortgagor shall have any right to marshal
the assets, all such rights being hereby expressly waived as to Mortgagor and
all Persons claiming by, through or under Mortgagor, Debt, without limitation,
junior lienors. Each of Mortgagor and all endorsers, guarantors and sureties of
the Debt, hereby waives any and all rights arising because of payment or
performance by Mortgagor of any Debt (a) against any Person by way of
subrogation of the rights of Mortgagee or (b) against any Person obligated to
pay or perform the Debt or other obligations secured by the Other Mortgages by
way of contribution, reimbursement or otherwise.

      45.   CERTAIN MATTERS RELATING TO MORTGAGED PROPERTY LOCATED IN THE STATE
OF NEW YORK.

            With respect to the Mortgaged Property which is located in the State
of New York, notwithstanding anything contained herein to the contrary:

            (a)   Mortgagor represents that this Mortgage does not encumber
property principally improved or to be improved by one or more structures
containing in the aggregate not more than six (6) residential dwelling units.

            (b)   Pursuant to Section 13 of the lien law of New York, Mortgagor
shall receive the advances secured hereby and shall hold the right to receive
such advances as a trust fund to be applied first for the purpose of paying the
cost of any improvement and shall apply such advances first to the payment of
the cost of any such improvements on the Mortgaged Property before using any
part of the total of the same for any other purpose.

            (c)   Mortgagee shall have all of the rights against lessees of the
Mortgaged Property as set forth in Section 291(f) of the Real Property Law of
New York.

            (d)   The provisions of subsection 4 of Section 254 of the New York
Real Property Law covering the insurance of buildings against loss by fire and
the application of Insurance Proceeds shall not apply to this Mortgage. In the
event of any conflict, inconsistency or ambiguity between the provisions of
Sections 5.4 and/or 5.5 of The Loan Agreement hereof and the provisions of
subsection 4 of Section 254 of the New York Real Property Law covering the
insurance of buildings against loss by fire and the application of Insurance
Proceeds, the provisions of Sections 5.4 and/or 5.5 of The Loan Agreement shall
control.

                                       22
<PAGE>

            (e)   (i)   In the event of any sale or transfer of the Mortgaged
Property, or any part thereof, including any sale or transfer by reason of
foreclosure of this Mortgage or any prior or subordinate mortgage or by deed in
lieu of any such foreclosure, Mortgagor shall timely and duly complete, execute
and deliver to Mortgagee all forms and supporting documentation required by any
taxing authority to estimate and fix any tax payable by reason of such sale or
transfer or recording of the deed evidencing such sale or transfer, including
any New York State Real Estate Transfer Tax payable pursuant to Article 31 of
the New York Tax Law and New York City Real Property Transfer Tax payable
pursuant to Chapter 21, Title 11 of the New York City Administrative Code
(individually, a "Transfer Tax" and collectively, the "Transfer Taxes").

                  (ii)  Mortgagor shall pay the Transfer Taxes that may
hereafter become due and payable with respect to any sale or transfer of the
Mortgaged Property described in this Section 45, and in default of such payment,
Mortgagee may pay the same and the amount of such payment shall be added to the
Debt secured hereby and, unless incurred in connection with a foreclosure of
this Mortgage or deed in lieu of such foreclosure, shall be secured by this
Mortgage.

                  (iii) Mortgagor hereby irrevocably constitutes and appoints
Mortgagee as its attorney-in-fact, coupled with an interest, to prepare and
deliver any questionnaire, statement, affidavit or tax return in connection with
any Transfer Tax applicable to any foreclosure or deed in lieu of foreclosure
described in this Section 45.

                  (iv)  Mortgagor shall indemnify and hold harmless Mortgagee
against (i) any and all liability incurred by Mortgagee for the payment of any
Transfer Tax with respect to any transfer of the Mortgaged Property by reason of
foreclosure, and (ii) any and all expenses incurred by Mortgagee in connection
therewith including, without limitation, interest, penalties and attorneys'
fees.

                  (v)   The obligation to pay the Transfer Taxes and indemnify
Mortgagee under this Article is a personal obligation of Mortgagor, whether or
not Mortgagor is personally obligated to pay the Debt secured by this Mortgage,
and shall be binding upon and enforceable against the distributees, successors
and assigns of Mortgagor with the same force and effect as though each of them
had personally executed and delivered this Mortgage, notwithstanding any
exculpation provision in favor of Mortgagor with respect to the payment of any
other monetary obligations under this Mortgage.

                  (vi)  In the event that Mortgagor fails or refuses to pay a
tax payable by Mortgagor with respect to a sale or transfer by reason of a
foreclosure of this Mortgage in accordance with this Section, the amount of the
tax, any interest or penalty applicable thereto and any other amount payable
pursuant to Mortgagor's obligation to indemnify Mortgagee under this Section
may, at the sole option of Mortgagee, be paid as an expense of the sale out of
the proceeds of the mortgage foreclosure sale.

                  (vii) The provisions of this Section shall survive any
transfer and the delivery of the deed affecting such transfer. Nothing in this
Section shall be deemed to grant to Mortgagor any greater rights to sell, assign
or otherwise transfer the Premises than are expressly

                                       23
<PAGE>

provided in Article IX nor to deprive Mortgagee of any right to refuse to
consent to any transaction referred to in this Section.

            (f)   The clauses and covenants contained in this Mortgage that are
construed by Section 254 of the New York Real Property Law shall be construed as
provided in those sections (except as provided in Section 45 of this Mortgage
and Sections 5.4 and/or 5.5 of the Loan Agreement). The additional clauses and
covenants contained in this Mortgage shall afford rights supplemental to and not
exclusive of the rights conferred by the clauses and covenants construed by
Section 254 and shall not impair, modify, alter or defeat such rights (except as
provided in Section 45 of this Mortgage and Sections 5.4 and/or 5.5 of the Loan
Agreement), notwithstanding that such additional clauses and covenants may
relate to the same subject matter or provide for different or additional rights
in the same or similar contingencies as the clauses and covenants construed by
Section 254. The right of Mortgagee arising under the clauses and covenants
contained in this Mortgage shall be separate, distinct and cumulative and none
of them shall be in exclusion of the others. No act of Mortgagee shall be
construed as an election to proceed under any one provision herein to the
exclusion of any other provision, anything herein or otherwise to the contrary
notwithstanding. In the event of any inconsistencies between the provisions of
Section 254 and the provisions of this Mortgage, the provisions of this Mortgage
shall prevail.

            (g)   Notwithstanding anything to the contrary in this Mortgage, the
maximum amount of principal indebtedness secured by this Mortgage or which under
any contingency may be secured by this Mortgage is ______________.

            (h)   This Mortgage (a) was created pursuant to and in accordance
with that certain Note and Mortgage Consolidation, Spreader, Severance and
Modification Agreement among the mortgagors named therein and Mortgagee, dated
as of the date hereof and recorded immediately prior hereto, and (b) is intended
to replace and supercede in its entirety that certain previous mortgage
instrument between Mortgagor and Mortgagee, dated November 25, 2002.

                                       24
<PAGE>

      IN WITNESS WHEREOF, Mortgagor has executed this instrument the day and
year first above written.

                                   MORTGAGOR:

                                   [LODGIAN ENTITY]

                                   By: _________________________________
                                       Name: Daniel E. Ellis
                                       Title: Vice President and Secretary

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NEW YORK         )

On the ____ day of June in the year 2004 before me, the undersigned, personally
appeared Daniel E. Ellis, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(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 capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.

                                      ___________________________________
                                               Notary Public

<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

                                       A-1

<PAGE>

                                    EXHIBIT B

                                List of Mortgages

                                       B-1