RECORDING
      REQUESTED BY
                AND
      WHEN RECORDED MAIL TO:
                
                
                David
      J. McPherson, Esquire
                Troutman
      Sanders LLP
                P.O.
      Box 1122
                Richmond,
      Virginia  23218-1122
 
  
  
 
 MULTIFAMILY
DEED OF TRUST,
 ASSIGNMENT
OF RENTS,
 SECURITY
AGREEMENT AND FIXTURE FILING
 (CALIFORNIA
– REVISION DATE 05-11-2004)
 
 
 
 
 ATTENTION
COUNTY RECORDER:  THIS INSTRUMENT IS INTENDED TO BE EFFECTIVE AS A
FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO SECTION 9502 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.
  
  FHLMC
Loan No. 504125613
  Summerville
at Atherton Court
  MULTIFAMILY
DEED OF TRUST,
 ASSIGNMENT
OF RENTS,
 SECURITY
AGREEMENT AND
 FIXTURE
FILING
 (CALIFORNIA
– REVISION DATE 05-11-2004)
  THIS
MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (the “Instrument”) is made to be
effective as of this 19th day of December, 2008, by EMERIVENT ATHERTON COURT INC,
a corporation organized and existing under the laws of Delaware, whose address
is c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington
98121, as trustor (“Borrower”), to FIRST AMERICAN TITLE INSURANCE
COMPANY, as trustee (“Trustee”), for the benefit of
CAPMARK BANK, an
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 Capmark Finance Inc., 116 Welsh Road,
Horsham, Pennsylvania 19044, Attn:  Servicing - Executive Vice
President, as beneficiary (“Lender”).  Borrower's
organizational identification number, if applicable, is 4622266.
  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
Alameda, 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
January 1, 2019 (the “Maturity
Date”), in the principal amount of $5,351,000.00, 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, except as
shown on the schedule of exceptions to coverage in the title policy issued to
and accepted by Lender contemporaneously with the execution and recordation of
this Instrument and insuring Lender's interest in the Mortgaged Property (the
“Schedule of Title
Exceptions”).  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 Schedule of
Title Exceptions.
  UNIFORM
COVENANTS
 REVISION
DATE 02-15-2008
  Covenants.  In
consideration of the mutual promises set forth in this Instrument, Borrower and
Lender covenant and agree as follows:
 
 DEFINITIONS.  The
following terms, when used in this Instrument (including when used in the above
recitals), shall have the following meanings:
   1
  "Attorneys' Fees and Costs"
means (i) fees and out-of-pocket costs of Lender's and Loan Servicer's
attorneys, as applicable, including costs of Lender's and Loan Servicer's
in-house counsel, support staff costs, costs of preparing for litigation,
computerized research, telephone and facsimile transmission expenses, mileage,
deposition costs, postage, duplicating, process service, videotaping and similar
costs and expenses; (ii) costs and fees of expert witnesses, including
appraisers; and (iii) investigatory fees.
  "Borrower" means all persons or
entities identified as "Borrower" in the first paragraph of this Instrument,
together with their successors and assigns.
  "Business Day" means any day
other than a Saturday, a Sunday or any other day on which Lender or the national
banking associations are not open for business.
  "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 the 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, or any other agreement or
agreements between Borrower and Lender which provide for the establishment of
any other fund, reserve or account.
  "Controlling Entity" means an
entity which owns, directly or indirectly through one or more intermediaries,
(i) a general partnership interest or a Controlling Interest of the limited
partnership interests in Borrower (if Borrower is a partnership or joint
venture), (ii) a manager's interest in Borrower or a Controlling Interest
of the ownership or membership interests in Borrower (if Borrower is a limited
liability company), (iii) a Controlling Interest of any class of voting
stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest
or a Controlling Interest of the beneficial interests in Borrower (if Borrower
is a trust), or (v) a managing partner's interest or a Controlling Interest of
the partnership interests in Borrower (if Borrower is a limited liability
partnership).
  "Controlling Interest" means
(i) 51 percent or more of the ownership interests in an entity, or
(ii) a percentage ownership interest in an entity of less than
51 percent, if the owner(s) of that interest actually
direct(s) the business and affairs of the entity without the requirement of
consent of any other party.  The Controlling Interest shall be deemed
to be 51 percent unless otherwise stated in Exhibit B.
  "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.
  "Event of Default" means the
occurrence of any event listed in Section 22.
  "Fixtures" means all property
owned by Borrower 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;
   2
  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.
  "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 or over the Borrower.
  "Hazard Insurance" is defined
in Section 19.
  "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 that (i)  is defined as a "hazardous
substance," "hazardous material," "hazardous waste," "toxic substance," "toxic
pollutant," "contaminant," or "pollutant" by or within the meaning of any
Hazardous Materials Law, or (ii) is regulated in any way by or within the
meaning of any Hazardous Materials Law.
  "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 or the protection
of human health or the environment 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 of 1976, 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.
  "Impositions" and "Imposition Deposits" are
defined in Section 7(a).
  "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.
  "Indebtedness" means the
principal of, interest at the fixed or variable rate set forth in the Note 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.
  "Initial Owners" means, with
respect to Borrower or any other entity, the persons or entities that
(i) on the date of the Note, or (ii) on the date of a Transfer to
which Lender has consented, own in the aggregate 100 percent of the
ownership interests in Borrower or that entity.
   3
  "Land" means the land described
in Exhibit A.
  "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.
  "Lender" means the entity
identified as "Lender" in the first paragraph of this Instrument, or any
subsequent holder of the Note.
  "Loan Documents" means the
Note, this Instrument, all guaranties, all indemnity agreements, all Collateral
Agreements, O&M Programs, the MMP and any other documents now or in the
future executed by Borrower, 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.
  "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.
  "MMP" means a moisture
management plan to control water intrusion and prevent the development of Mold
or moisture at the Mortgaged Property throughout the term of this
Instrument.  At a minimum, the MMP must contain a provision for (i)
staff training, (ii) information to be provided to tenants, (iii) documentation
of the plan, (iv) the appropriate protocol for incident response and remediation
and (v) routine, scheduled inspections of common space and unit
interiors.
  "Mold" means mold, fungus,
microbial contamination or pathogenic organisms.
  "Mortgaged Property" means all
of Borrower's present and future right, title and interest in and to all of the
following:
  the
      Land;
  the
      Improvements;
  the
      Fixtures;
  the
      Personalty;
  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 benefiting
      the Land 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;
   4
  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;
  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;
  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;
  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;
  all
      Rents and Leases;
  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;
  all
      Imposition Deposits;
  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);
  all
      tenant security deposits which have not been forfeited by any tenant under
      any Lease and any bond or other security in lieu of such deposits;
      and
  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.
  "Note" means the Multifamily
Note described on page 1 of this Instrument, including all schedules, riders,
allonges and addenda, as such Multifamily Note may be amended from time to
time.
  "O&M Program" is defined in
Section 18(d).
   5
  "Personalty" means
all:
  accounts
      (including deposit accounts) of Borrower related to the Mortgaged
      Property;
  equipment
      and inventory owned by Borrower, which are used now or in the future in
      connection with the ownership, management or operation of the Land or
      Improvements or are located on the Land or Improvements, including
      furniture, furnishings, machinery, building materials, goods, supplies,
      tools, books, records (whether in written or electronic form), and
      computer equipment (hardware and
software);
  other
      tangible personal property owned by Borrower which is used now or in the
      future in connection with the ownership, management or operation of the
      Land or Improvements or is located on the Land or in the Improvements,
      including ranges, stoves, microwave ovens, refrigerators, dishwashers,
      garbage disposers, washers, dryers and other appliances (other than
      Fixtures);
  any
      operating agreements relating to the Land or the
    Improvements;
  any
      surveys, plans and specifications and contracts for architectural,
      engineering and construction services relating to the Land or the
      Improvements;
  all
      other intangible property, general intangibles 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
      and including subsidy or similar payments received from any sources,
      including a governmental authority;
and
  any
      rights of Borrower in or under letters of
  credit.
  "Property Jurisdiction" is
defined in Section 30(a).
  "Rents" means all rents
(whether from residential or non-residential space), revenues and other income
of the Land or the Improvements, 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, and, if Borrower is a cooperative housing
corporation or association, maintenance fees, charges or assessments payable by
shareholders or residents under proprietary leases or occupancy agreements,
whether now due, past due, or to become due.
  "Taxes" means all taxes,
assessments, vault rentals and other charges, if any, whether 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.
  "Transfer" is defined in
Section 21.
   6
  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 subjected to a
security interest under the Uniform Commercial Code, whether such Mortgaged
Property is owned now or acquired 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 prepare and 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, continuation statements and
amendments.  Borrower shall pay all filing costs and all costs and
expenses of any record searches for financing statements and/or amendments 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.
  Unless
Borrower gives Notice to Lender within 30 days after the occurrence of any
of the following, and executes and delivers to Lender modifications or
supplements of this Instrument (and any financing statement which may be filed
in connection with this Instrument) as Lender may require, Borrower shall not
(i) change its name, identity, structure or jurisdiction of organization;
(ii) change the location of its place of business (or chief executive
office if more than one place of business); or (iii) add to or change any
location at which any of the Mortgaged Property is stored, held or
located.
  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 that is or may become a Fixture, if permitted by applicable
law.
  ASSIGNMENT
OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION.
  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.  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.
   7
  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.  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
on or after the date of Lender's demand for Rents, (i) 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, (ii) no
tenant shall be obligated to inquire further as to the occurrence or continuance
of an Event of Default, and (iii) 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.
  Borrower
represents and warrants to Lender that Borrower has not executed any prior
assignment of Rents (other than an assignment of Rents securing any prior
indebtedness that is being assigned to Lender, or 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.
  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
   8
  this
Instrument, expressly consents to the appointment of such receiver, including
the appointment of a receiver ex parte if permitted by
applicable law.  If Borrower is a housing cooperative corporation or
association, Borrower hereby agrees that if a receiver is appointed, the order
appointing the receiver may contain a provision requiring the receiver 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, it being acknowledged and agreed that the
Indebtedness is an obligation of the Borrower and must be paid out of
maintenance charges payable by the Borrower's tenant shareholders under their
proprietary leases or occupancy agreements.  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.
  If Lender
enters the Mortgaged Property, Lender shall be liable to account only to
Borrower and only for those Rents actually received.  Except to the
extent of Lender's gross negligence or willful misconduct, 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 Section 3(d), and Borrower hereby releases and discharges
Lender from any such liability to the fullest extent permitted by
law.
  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.
  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.
  ASSIGNMENT
OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY.
  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
   9
  of the
Mortgaged Property.  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.
  Until
Lender gives Notice to Borrower of Lender's exercise of its rights under this
Section 4, 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.
  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.  Except to the extent of Lender's gross
negligence or willful misconduct, 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.
  Upon
delivery of Notice by Lender to Borrower of Lender's exercise of Lender's rights
under this Section 4 at any time 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.
  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.
  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
   10
  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.  However, Lender's consent shall not be required for the
modification or extension of a non-residential Lease if such modification or
extension is on terms at least as favorable to Borrower as those customary at
that time in the applicable market and the income from the extended or modified
Lease will not be less than the income received from the Lease as of the date of
this Instrument.  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 (i) such
Leases are subordinate to the lien of this Instrument; (ii) 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;
(iii) 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;
(iv) the Lease shall not be terminated by foreclosure or any other transfer
of the Mortgaged Property; (v) 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
(vi) 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.
  Borrower
shall not receive or accept Rent under any Lease (whether residential or
non-residential) for more than two months in advance.
  If
Borrower is a cooperative housing corporation or association, notwithstanding
anything to the contrary contained in this subsection or in Section 21, so long
as Borrower remains a cooperative housing corporation or association and is not
in breach of any covenant of this Instrument, Lender hereby consents
to:
  the
      execution of leases of apartments for a term in excess of two years from
      Borrower to a tenant shareholder of Borrower, so long as such leases,
      including proprietary leases, are and will remain subordinate to the lien
      of this Instrument; and
  the
      surrender or termination of such leases of apartments where the
      surrendered or terminated lease is immediately replaced or where the
      Borrower makes its best efforts to secure such immediate replacement by a
      newly executed lease of the same apartment to a tenant shareholder of the
      Borrower.  However, no consent is hereby given by Lender to any
      execution, surrender, termination or assignment of a lease under terms
      that would waive or reduce the obligation of the resulting tenant
      shareholder under such lease to pay cooperative assessments in full when
      due or the obligation of the former tenant shareholder to pay any unpaid
      portion of such assessments.
  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.
   11
  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.
  DEPOSITS
FOR TAXES, INSURANCE AND OTHER CHARGES.
  Unless
this requirement is waived in writing by Lender, which waiver may be contained
in this Section 7(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, the items marked "Collect" below.  Lender
will not require the Borrower to make Imposition Deposits with respect to the
items marked "Deferred" below.
  [Deferred]
              Hazard
      Insurance premiums or other insurance premiums required by Lender under
      Section 19,
 [Collect]                      Taxes,
 [Deferred]
              water
      and sewer charges (that could become a lien on the Mortgaged
      Property),
 [N/A]                                ground
rents,
 [Deferred]
              assessments
      or other charges (that could become a lien on the Mortgaged
      Property)
  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 Imposition.
  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.  As additional security for all of Borrower's obligations
under this Instrument and the other Loan Documents, Borrower hereby pledges and
grants to Lender a security interest in the Imposition Deposits and all proceeds
of, and all interest and dividends on, the Imposition Deposits.  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).
  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
   12
  or
insurance company without inquiring into the accuracy of the bill, statement or
estimate or into the validity of the Imposition.
  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.
  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.
  If Lender
does not collect an Imposition Deposit with respect to an Imposition either
marked "Deferred" in Section 7(a) or pursuant to a separate written waiver
by Lender, then on or before the date each such Imposition is due, or on the
date this Instrument requires each such Imposition to be paid, Borrower must
provide Lender with proof of payment of each such Imposition for which Lender
does not require collection of Imposition Deposits.  Lender may revoke
its deferral or waiver and require Borrower to deposit with Lender any or all of
the Imposition Deposits listed in Section 7(a), regardless of whether any
such item is marked "Deferred" in such section, upon Notice to Borrower,
(i) if Borrower does not timely pay any of the Impositions, (ii) if
Borrower fails to provide timely proof to Lender of such payment, or
(iii) at any time during the existence of an Event of Default.
  In the
event of a Transfer prohibited by or requiring Lender's approval under
Section 21, Lender's waiver of the collection of any Imposition Deposit in
this Section 7 may be modified or rendered void by Lender at Lender's
option by Notice to Borrower and the transferee(s) as a condition of Lender's
approval of such Transfer.
  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.
  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 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 that 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.
  COMPLIANCE
WITH LAWS AND ORGANIZATIONAL DOCUMENTS.
  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
   13
  Property,
fair housing, disability accommodation, 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.
  Borrower
shall at all times comply with all laws, regulations and requirements of any
Governmental Authority relating to Borrower's formation, continued existence and
good standing in the Property Jurisdiction.  Borrower shall at all
times comply with its organizational documents, including but not limited to its
partnership agreement (if Borrower is a partnership), its by-laws (if Borrower
is a corporation or housing cooperative corporation or association) or its
operating agreement (if Borrower is an limited liability company, joint venture
or tenancy-in-common ).  If Borrower is a housing cooperative
corporation or association, Borrower shall at all times maintain its status as a
"cooperative housing corporation" as such term is defined in Section 216(b) of
the Internal revenue Code of 1986, as amended, or any successor statute
thereto.
  USE OF
PROPERTY.Unless required by applicable law, Borrower shall
not (a) 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, except for any
change in use approved by Lender, (b) convert any individual dwelling units
or common areas to commercial use, (c) initiate a change in the zoning
classification of the Mortgaged Property or acquiesce without Notice to and
consent of Lender in a change in the zoning classification of the Mortgaged
Property, (d) establish any condominium or cooperative regime with respect
to the Mortgaged Property, (e) combine all or any part of the Mortgaged
Property with all or any part of a tax parcel which is not part of the Mortgaged
Property, or (f) subdivide or otherwise split any tax parcel constituting
all or any part of the Mortgaged Property without the prior consent of
Lender.  Notwithstanding anything contained in this Section to the
contrary, if Borrower is a housing cooperative corporation or association,
Lender acknowledges and consents to Borrower's use of the Mortgaged Property as
a housing cooperative.
  PROTECTION
OF LENDER'S SECURITY; INSTRUMENT SECURES FUTURE ADVANCES.
  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, file such documents,
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
(i) payment of Attorneys' Fees and Costs, (ii) payment of fees and
out-of-pocket expenses of accountants,
   14
  inspectors
and consultants, (iii) entry upon the Mortgaged Property to make repairs or
secure the Mortgaged Property, (iv) procurement of the insurance required
by Section 19, (v) payment of amounts which Borrower has failed to pay
under Sections 15 and 17, and (vi) advances made by Lender 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").
  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 secured by this Instrument, 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.
  Nothing
in this Section 12 shall require Lender to incur any expense or take any
action.
  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, upon reasonable notice to Borrower if the inspection is to
include occupied residential units (which notice need not be in
writing).  Notice to Borrower shall not be required in the case of an
emergency, as determined in Lender's discretion, or when an Event of Default has
occurred and is continuing.
  If Lender
determines that Mold has developed as a result of a water intrusion event or
leak, Lender, at Lender's discretion, may require that a professional inspector
inspect the Mortgaged Property as frequently as Lender determines is necessary
until any issue with Mold and its cause(s) are resolved to Lender's
satisfaction.  Such inspection shall be limited to a visual and
olfactory inspection of the area that has experienced the Mold, water intrusion
event or leak.  Borrower shall be responsible for the cost of such
professional inspection and any remediation deemed to be necessary as a result
of the professional inspection.  After any issue with Mold, water
intrusion or leaks is remedied to Lender's satisfaction, Lender shall not
require a professional inspection any more frequently than once every three
years unless Lender is otherwise aware of Mold as a result of a subsequent water
intrusion event or leak.
  If Lender
or Loan Servicer determines not to conduct an annual inspection of the Mortgaged
Property, and in lieu thereof Lender requests a certification, Borrower shall be
prepared to provide and must actually provide to Lender a factually correct
certification each year that the annual inspection is waived to the following
effect:
  Borrower
has not received any written complaint, notice, letter or other written
communication from tenants, management agent or governmental authorities
regarding mold, fungus, microbial contamination or pathogenic organisms ("Mold") or any activity,
condition, event or omission that causes or facilitates the growth of Mold on or
in any part of the Mortgaged Property or if Borrower has received any such
written complaint, notice, letter or other written communication that Borrower
has investigated and determined that no Mold activity, condition or event exists
or
   15
  alternatively
has  fully and properly remediated such activity, condition, event or
omission in compliance with the Moisture Management Plan for the Mortgaged
Property.
  If
Borrower is unwilling or unable to provide such certification, Lender may
require a professional inspection of the Mortgaged Property at Borrower's
expense.
  BOOKS
AND RECORDS; FINANCIAL REPORTING.
  Borrower
shall keep and maintain at all times at the Mortgaged Property or the management
agent's office, and upon Lender's request shall make available at the Mortgaged
Property (or, at Borrower's option, at the management agent's office), 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 by
Lender at any reasonable time.
  Within
120 days after the end of each fiscal year of Borrower, Borrower shall furnish
to Lender 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.  If Borrower's fiscal year is other than the calendar
year, Borrower must also submit to Lender a year-end statement of income and
expenses within 120 days after the end of the calendar year.
  Within
120 days after the end of each calendar year, and at any other time, upon
Lender's request, Borrower shall furnish to Lender each of the
following.  However, Lender shall not require any of the following
more frequently than quarterly except when there has been an Event of Default
and such Event of Default is continuing, in which case Lender may, upon written
request to Borrower, require Borrower to furnish any of the following more
frequently:
  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;
  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;
and
  a
      statement that identifies all owners of any interest in Borrower and any
      Controlling Entity and the interest held by each (unless Borrower or any
      Controlling Entity is a publicly-traded entity in which case such
      statement of ownership shall not be required), if Borrower or a
      Controlling Entity is a corporation, all officers and directors of
      Borrower and the Controlling
   16
  Entity,
and if Borrower or a Controlling Entity is a limited liability company, all
managers who are not members.
  At any
time upon Lender's request, Borrower shall furnish to Lender each of the
following.  However, Lender shall not require any of the following
more frequently than quarterly except when there has been an Event of Default
and such Event of Default is continuing, in which case Lender may require
Borrower to furnish any of the following more frequently:
  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;
  a
      quarterly or year-to-date income and expense statement for the Mortgaged
      Property; and
  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.
  Upon
Lender's request at any time when an Event of Default has occurred and is
continuing, Borrower shall furnish to Lender monthly income and expense
statements and rent schedules for the Mortgaged Property.
  An
individual having authority to bind Borrower shall certify each of the
statements, schedules and reports required by Sections 14(b) through
14(e) to be complete and accurate.  Each of the statements,
schedules and reports required by Sections 14(b) through
14(e) shall be in such form and contain such detail as Lender may
reasonably require.  Lender also may require that any of the
statements, schedules or reports listed in Section 14(b) and
14(c)(i) and (ii) be audited at Borrower's expense by independent
certified public accountants acceptable to Lender, at any time when an Event of
Default has occurred and is continuing or at any time that Lender, in its
reasonable judgment, determines that audited financial statements are required
for an accurate assessment of the financial condition of Borrower or of the
Mortgaged Property.
  If
Borrower fails to provide in a timely manner the statements, schedules and
reports required by Sections 14(b) through (e), Lender shall give
Borrower Notice specifying the statements, schedules and reports required by
Section 14(b) through (e) that Borrower has failed to
provide.  If Borrower has not provided the required statements,
schedules and reports within 10 Business Days following such Notice, then 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.  Notice to Borrower shall not be required in the case
of an emergency, as determined in Lender's discretion, or when an Event of
Default has occurred and is continuing.
  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.
   17
  Borrower
authorizes Lender to obtain a credit report on Borrower at any
time.
  TAXES;
OPERATING EXPENSES.
  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.
  Subject
to the provisions of Section 15(c), Borrower shall (i) pay the
expenses of operating, managing, maintaining and repairing the Mortgaged
Property (including utilities, repairs and replacements) before the last
date upon which each such payment may be made without any penalty or interest
charge being added, and (ii) pay insurance premiums at least 30 days
prior to the expiration date of each policy of insurance, unless applicable law
specifies some lesser period.
  If Lender
is collecting Imposition Deposits, to the extent that Lender holds sufficient
Imposition Deposits for the purpose of paying a specific Imposition, then
Borrower shall not be obligated to pay such Imposition, so long as no Event of
Default exists and Borrower has timely delivered to Lender any bills or premium
notices that it has received.  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 (i) any Event of Default has
occurred and is continuing, (ii) insufficient Imposition Deposits are held
by Lender at the time an Imposition becomes due and payable or
(iii) Borrower has failed to provide Lender with bills and premium notices
as provided above.
  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 (i) Borrower notifies Lender of the
commencement or expected commencement of such proceedings, (ii) the
Mortgaged Property is not in danger of being sold or forfeited, (iii) if
Borrower has not already paid the Imposition, Borrower deposits with Lender
reserves sufficient to pay the contested Imposition, if requested by Lender, and
(iv) Borrower furnishes whatever additional security is required in the
proceedings or is reasonably requested by Lender.
  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
furnish to Lender on or before the date this Instrument requires such
Impositions to be paid, receipts evidencing that such payments were
made.
  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 and subjects Borrower to personal liability
under the Note.
   18
  PRESERVATION,
MANAGEMENT AND MAINTENANCE OF MORTGAGED PROPERTY.
  Borrower
shall not commit waste or permit impairment or deterioration of the Mortgaged
Property.
  Borrower
shall not abandon the Mortgaged Property.
  Borrower
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; however, Borrower shall not be obligated to perform such
restoration or repair if (i) no Event of Default has occurred and is
continuing, and (ii) Lender has elected to apply any available insurance
proceeds and/or condemnation awards to the payment of Indebtedness pursuant to
Section 19(h)(ii), (iii), (iv) or (v), or pursuant to
Section 20.
  Borrower
shall keep the Mortgaged Property in good repair, including the replacement of
Personalty and Fixtures with items of equal or better function and
quality.
  Borrower
shall provide for professional management of the Mortgaged Property by a
residential rental property manager satisfactory to Lender at all times under a
contract approved by Lender in writing, which contract must be terminable upon
not more than 30 days notice without the necessity of establishing cause
and without payment of a penalty or termination fee by Borrower or its
successors.
  Borrower
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, including any removal, demolition or alteration
occurring in connection with a rehabilitation of all or part of the Mortgaged
Property, except (i) in connection with the replacement of tangible
Personalty, (ii) if Borrower is a cooperative housing corporation or
association, to the extent permitted with respect to individual dwelling units
under the form of proprietary lease or occupancy agreement and
(iii) repairs and replacements in connection with making an individual unit
ready for a new occupant.
  Unless
otherwise waived by Lender in writing, Borrower must have or must establish and
must adhere to the MMP.  If the Borrower is required to have an MMP,
the Borrower must keep all MMP documentation at the Mortgaged Property or at the
management agent's office and available for the Lender or the Loan Servicer to
review during any annual assessment or other inspection of the Mortgaged
Property that is required by Lender.
  If
Borrower is a housing cooperative corporation or association, until the
Indebtedness is paid in full Borrower shall not reduce the maintenance fees,
charges or assessments payable by shareholders or residents under proprietary
leases or occupancy agreements below a level which is sufficient to pay all
expenses of the Borrower, including, without limitation, all operating and other
expenses for the Mortgaged Property and all payments due pursuant to the terms
of the Note and any Loan Documents.
   19
  ENVIRONMENTAL
HAZARDS.
  Except
for matters described in Section 18(b), Borrower shall not cause or permit
any of the following:
  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;
  the
      transportation of any Hazardous Materials to, from, or across the
      Mortgaged Property;
  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;
  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;
or
  any
      violation or noncompliance with the terms of any O&M Program as
      defined in subsection (d).
  The
matters described in clauses (i) through (v) above, except as
otherwise provided in Section 18(b), are referred to collectively in this
Section 18 as "Prohibited
Activities or Conditions."
  Prohibited
Activities or Conditions shall not include lawful conditions permitted by an
O&M Program or the safe and lawful use and storage of quantities of
(i) pre-packaged supplies, cleaning materials and petroleum products
customarily used in the operation and maintenance of comparable multifamily
properties, (ii) 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
(iii) 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.
  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.
  As
required by Lender, Borrower shall also have established a written operations
and maintenance program with respect to certain Hazardous
Materials.  Each such operations and
   20
  maintenance
program and any additional or revised operations and maintenance programs
established for the Mortgaged Property pursuant to this Section 18 must be
approved by Lender and shall be referred to herein as an "O&M
Program."  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 each O&M
Program.  Borrower shall pay all costs of performance of Borrower's
obligations under any O&M Program, and Lender's out-of-pocket costs incurred
in connection with the monitoring and review of each O&M Program and
Borrower's performance shall be paid by Borrower upon demand by
Lender.  Any such out-of-pocket costs of Lender that Borrower fails to
pay promptly shall become an additional part of the Indebtedness as provided in
Section 12.
  Borrower
represents and warrants to Lender that, except as previously disclosed by
Borrower to Lender in writing (which written disclosure may be in certain
environmental assessments and other written reports accepted by Lender in
connection with the funding of the Indebtedness and dated prior to the date of
this Instrument):
  Borrower
      has not at any time engaged in, caused or permitted any Prohibited
      Activities or Conditions on the Mortgaged
  Property;
  to
      the best of Borrower's knowledge after reasonable and diligent inquiry, no
      Prohibited Activities or Conditions exist or have existed on the Mortgaged
      Property;
  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 Mortgaged Property that has been previously disclosed by
      Borrower to Lender in writing, that tank complies with all requirements of
      Hazardous Materials Laws;
  to
      the best of Borrower's knowledge after reasonable and diligent inquiry,
      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;
  to
      the best of Borrower's knowledge after reasonable and diligent inquiry, 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;
  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
  Borrower
      has not received any written complaint, order, notice of violation or
      other communication from any Governmental Authority
  with
   21
  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.
  Borrower
shall promptly notify Lender in writing upon the occurrence of any of the
following events:
  Borrower's
      discovery of any Prohibited Activity or
  Condition;
  Borrower's
      receipt of or knowledge of any written complaint, order, notice of
      violation or other communication from any tenant, management agent,
      Governmental Authority or other person with regard to present or future
      alleged Prohibited Activities or Conditions, 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;
      or
  Borrower's
      breach of any of its obligations under this
    Section 18.
  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.
  Borrower
shall pay promptly the costs of any environmental inspections, tests or audits,
a purpose of which is to identify the extent or cause of or potential for a
Prohibited Activity or Condition ("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 Attorneys' Fees
and Costs and the costs of technical consultants whether incurred in connection
with any judicial or administrative process or otherwise) that Borrower
fails to pay promptly shall become an additional part of the Indebtedness as
provided in Section 12.  As long as (i) no Event of Default
has occurred and is continuing, (ii) Borrower has actually paid for or
reimbursed Lender for all costs of any such Environmental Inspections performed
or required by Lender, and (iii) Lender is not prohibited by law, contract
or otherwise from doing so, Lender shall make available to Borrower, without
representation of any kind, copies of Environmental Inspections prepared by
third parties and delivered to Lender.  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 or for 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 Environmental Inspections made by or for
Lender.  Borrower acknowledges that Lender cannot control or otherwise
assure the truthfulness or accuracy of the results of any 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 that a party may bid at such sale.  Borrower
agrees that Lender shall have no liability whatsoever as a result of delivering
the results to any third party of any Environmental Inspections made by or for
Lender, 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 Environmental Inspections
made by or for Lender.
   22
  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, or is otherwise required by Lender as a consequence of any Prohibited
Activity or Condition or to prevent the occurrence of a Prohibited Activity or
Condition, Borrower shall, by the earlier of (i) the applicable deadline
required by Hazardous Materials Law or (ii) 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.
  Borrower
shall comply with all Hazardous Materials Laws applicable to the Mortgaged
Property.  Without limiting the generality of the previous sentence,
Borrower shall (i) obtain and maintain all Environmental Permits required
by Hazardous Materials Laws and comply with all conditions of such Environmental
Permits; (ii) cooperate with any inquiry by any Governmental Authority; and
(iii) comply with any governmental or judicial order that arises from any
alleged Prohibited Activity or Condition.
  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, 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 Attorneys'
Fees and Costs and remediation costs, whether incurred in connection with any
judicial or administrative process or otherwise, arising directly or indirectly
from any of the following:
  any
      breach of any representation or warranty of Borrower in this
      Section 18;
  any
      failure by Borrower to perform any of its obligations under this
      Section 18;
  the
      existence or alleged existence of any Prohibited Activity or
      Condition;
  the
      presence or alleged presence of Hazardous Materials on or under the
      Mortgaged Property or in any of the Improvements or on or under any
      property of Borrower that is adjacent to the Mortgaged Property;
      and
  the
      actual or alleged violation of any Hazardous Materials
  Law.
  Counsel
selected by Borrower to defend Indemnitees shall be subject to the approval of
those Indemnitees.  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.
   23
  However,
unless an Event of Default has occurred and is continuing, or the interests of
Borrower and Lender are in conflict, as determined by Lender in its discretion,
Lender shall permit Borrower to undertake the actions referenced in this
Section 18 in accordance with this Section 18(k) and
Section 18(l) so long as Lender approves such action, which approval
shall not be unreasonably withheld or delayed.  Borrower shall
reimburse Lender upon demand for all costs and expenses incurred by Lender,
including all costs of settlements entered into in good faith, consultants' fees
and Attorneys' Fees and Costs.
  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 (i) 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 (ii) may materially and adversely affect
Lender, as determined by Lender in its discretion.
  Borrower's
obligation to indemnify the Indemnitees shall not be limited or impaired by any
of the following, or by any failure of Borrower or any guarantor to receive
notice of or consideration for any of the following:
  any
      amendment or modification of any Loan
Document;
  any
      extensions of time for performance required by any Loan
      Document;
  any
      provision in any of the Loan Documents limiting Lender's recourse to
      property securing the Indebtedness, or limiting the personal liability of
      Borrower or any other party for payment of all or any part of the
      Indebtedness;
  the
      accuracy or inaccuracy of any representations and warranties made by
      Borrower under this Instrument or any other Loan
  Document;
  the
      release of Borrower or any other person, by Lender or by operation of law,
      from performance of any obligation under any Loan
  Document;
  the
      release or substitution in whole or in part of any security for the
      Indebtedness; and
  Lender's
      failure to properly perfect any lien or security interest given as
      security for the Indebtedness.
  Borrower
shall, at its own cost and expense, do all of the following:
  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;
  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
   24
  reimburse
      Indemnitees for any and all expenses, including Attorneys' Fees and Costs,
      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.
  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.  Notwithstanding the foregoing, if Lender has never been a
mortgagee-in-possession of, or held title to, the Mortgaged Property, Borrower
shall have no obligation to indemnify the Indemnitees under this Section 18
after the date of the release of record of the lien of this Instrument by
payment in full at the Maturity Date or by voluntary prepayment in
full.
  PROPERTY
AND LIABILITY INSURANCE.
  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, windstorm and allied perils, general boiler
and machinery coverage, and business interruption including loss of rental value
insurance for the Mortgaged Property with extra expense insurance.  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.  In the event any updated reports or other documentation are
reasonably required by Lender in order to determine whether such additional
insurance is necessary or prudent, Borrower shall pay for all such documentation
at its sole cost and expense.  Borrower acknowledges and agrees that
Lender's insurance requirements may change from time to time throughout the term
of the Indebtedness.  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, Borrower shall insure such
Improvements against loss by flood.  All insurance required pursuant
to this Section 19(a) shall be referred to as "Hazard
Insurance."  All policies of Hazard Insurance must include a
non-contributing, non-reporting mortgagee clause in favor of, and in a form
approved by, Lender.
  All
premiums on insurance policies required under this Section 19 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.  Borrower shall deliver to Lender a legible copy
of each insurance policy (or duplicate original) and 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 5 days prior to the expiration date of any insurance policy, Borrower
shall deliver to Lender evidence acceptable to Lender that the policy has been
renewed.  If Borrower has not delivered a legible copy of each renewal
policy (or a duplicate original) prior to the expiration date of any
insurance policy, Borrower
   25
  shall
deliver a legible copy of each renewal policy (or a duplicate original) in
a form satisfactory to Lender within 120 days after the expiration date of the
original policy.
  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.  All policies for general liability insurance must contain a
standard additional insured provision, in favor of, and in a form approved by,
Lender.
  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.
  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.
  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 Hazard Insurance, to appear in and prosecute any
action arising from such Hazard Insurance policies, to collect and receive the
proceeds of Hazard 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,
(i) require a "repair or replacement" settlement, in which
case  the proceeds will  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
(ii) require an "actual cash value" settlement in which case  the
proceeds may be applied to the payment of the Indebtedness, whether or not then
due. To the extent Lender determines to require a repair or replacement
settlement and apply insurance proceeds to Restoration, Lender shall apply the
proceeds in accordance with Lender's then-current policies relating to the
restoration of casualty damage on similar multifamily properties.
  Notwithstanding
any provision to the contrary in this Section 19, as long as 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,
  in
      the event of a casualty resulting in damage to the Mortgaged Property
      which will cost $10,000 or less to repair, the Borrower shall have the
      sole right to make proof of loss, adjust and compromise the claim and
      collect and receive any proceeds directly without the approval or prior
      consent of the Lender so long as the insurance proceeds are used solely
      for the Restoration of the Mortgaged Property;
  and
  in
      the event of a casualty resulting in damage to the Mortgaged Property
      which will cost more than $10,000 but less than $50,000 to repair, the
      Borrower is authorized to make proof of loss and adjust and compromise the
      claim without the prior consent of Lender, and Lender shall hold the
      applicable insurance proceeds to be used to reimburse Borrower for
      the
   26
  cost of
Restoration of the Mortgaged Property and shall not apply such proceeds to the
payment of sums due under this Instrument.
  Lender
will have the right to exercise its option to apply insurance proceeds to the
payment of the Indebtedness only if Lender determines that at least one of the
following conditions is met:
  an
      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;
  Lender
      determines, in its discretion, that there will not be sufficient funds
      from insurance proceeds, anticipated contributions of Borrower of its own
      funds or other sources acceptable to Lender to complete the
      Restoration;
  Lender
      determines, in its discretion, that the rental income from the Mortgaged
      Property after completion of the Restoration will not be sufficient to
      meet all operating costs and other expenses, Imposition Deposits, deposits
      to reserves and loan repayment obligations relating to the Mortgaged
      Property;
  Lender
      determines, in its discretion, that the Restoration will not be completed
      at least one year before the Maturity Date (or six months before the
      Maturity Date if Lender determines in its discretion that re-leasing of
      the Mortgaged Property will be completed within such six-month period);
      or
  Lender
      determines that the Restoration will not be completed within one year
      after the date of the loss or
casualty.
  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.
  Unless
Lender otherwise agrees in writing, any application of any insurance 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 insurance proceeds
as Lender may require.
  CONDEMNATION.
  Borrower
shall promptly notify Lender in writing of any action or proceeding or notice
relating to any proposed or actual 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
   27
  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, after consultation with Borrower and consistent with commercially
reasonable standards of a prudent lender.  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.
  Lender
may apply such awards or proceeds, after the deduction of Lender's expenses
incurred in the collection of such amounts (including Attorneys' Fees and
Costs) 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.
  TRANSFERS
OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER.  [NO RIGHT TO
TRANSFER].
  "Transfer" means
  a
      sale, assignment, transfer or other disposition (whether voluntary,
      involuntary or by operation of
law);
  the
      granting, creating or attachment of a lien, encumbrance or security
      interest (whether voluntary, involuntary or by operation of
      law);
  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;
  the
      withdrawal, retirement, removal or involuntary resignation of a partner in
      a partnership or a member or manager in a limited liability company;
      or
  the
      merger, dissolution, liquidation, or consolidation of a legal entity or
      the reconstitution of one type of legal entity into another type of legal
      entity.
  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.
  "Transfer"
does not include
  a
      conveyance of the Mortgaged Property at a judicial or non-judicial
      foreclosure sale under this
Instrument,
   28
  the
      Mortgaged Property becoming part of a bankruptcy estate by operation of
      law under the United States Bankruptcy Code,
or
  a
      lien against the Mortgaged Property for local taxes and/or assessments not
      then due and payable.
  The
occurrence of any of the following Transfers shall not constitute an Event of
Default under this Instrument, notwithstanding any provision of
Section 21(e) to the contrary:
  a
      Transfer to which Lender has
consented;
  a
      Transfer that occurs in accordance with
  Section 21(d);
  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;
  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;
  the
      creation of a mechanic's, materialman's, or judgment lien against the
      Mortgaged Property which is released of record or otherwise remedied to
      Lender's satisfaction within 60 days of the date of creation;
      and
  if
      Borrower is a housing cooperative corporation or association, the Transfer
      of more than 49 percent of the shares in the housing cooperative or the
      assignment of more than 49 percent of the occupancy agreements or leases
      relating thereto by tenant shareholders of the housing cooperative or
      association to other tenant
shareholders.
  The
occurrence of any of the following Transfers shall not constitute an Event of
Default under this Instrument, provided that Borrower has notified Lender in
writing within 30 days following the occurrence of any of the following,
and such Transfer does not constitute an Event of Default under any other
Section of this Instrument:
  a
      change of the Borrower's name, provided that UCC financing statements
      and/or amendments sufficient to continue the perfection of Lender's
      security interest have been properly filed and copies have been delivered
      to Lender;
  a
      change of the form of the Borrower not involving a transfer of the
      Borrower's assets and not resulting in any change in liability of any
      Initial Owner, provided that UCC financing statements and/or amendments
      sufficient to continue the perfection of Lender's security interest have
      been properly filed and copies have been delivered to
    Lender;
  the
      merger of the Borrower with another entity when the Borrower  is
      the surviving entity;
   29
  a
      Transfer that occurs by devise, descent, or by operation of law upon the
      death of a natural person;
  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, including
      Attorneys' Fees and Costs, incurred by Lender in connection with reviewing
      Borrower's request.
  The
occurrence of any of the following Transfers shall constitute an Event of
Default under this Instrument:
  a
      Transfer of all or any part of the Mortgaged Property or any interest in
      the Mortgaged Property;
  if
      Borrower is a limited partnership, a Transfer of (A) any general
      partnership interest, or (B) limited partnership interests in
      Borrower that would cause the Initial Owners of Borrower to own less than
      a Controlling Interest of all limited partnership interests in
      Borrower;
  if
      Borrower is a general partnership or a joint venture, a Transfer of any
      general partnership or joint venture interest in
  Borrower;
  if
      Borrower is a limited liability company, (A) a Transfer of any
      membership interest in Borrower which would cause the Initial Owners to
      own less than a Controlling Interest of all the membership interests in
      Borrower, (B) a Transfer of any membership or other interest of a
      manager in Borrower that results in a change of manager, or (C) a
      change of a nonmember manager;
  if
      Borrower is a corporation, (A) the Transfer of any voting stock in
      Borrower which would cause the Initial Owners to own less than a
      Controlling Interest of any class of voting stock in Borrower or
      (B) if the outstanding voting stock in Borrower is held by 100 or
      more shareholders, one or more Transfers by a single transferor within a
      12-month period affecting an aggregate of 5 percent or more of that
      stock;
  if
      Borrower is a trust, (A) a Transfer of any beneficial interest in
      Borrower which would cause the Initial Owners to own less than a
      Controlling Interest of all the beneficial interests in Borrower,
      (B) the termination or revocation of the trust, or (C) the
      removal, appointment or substitution of a trustee of
    Borrower;
  if
      Borrower is a limited liability partnership, (A) a Transfer of any
      partnership interest in Borrower which would cause  the Initial
      Owners to own less than a Controlling Interest of all partnership
      interests in Borrower, or (B) a transfer of any partnership or other
      interest of a managing partner in Borrower that results in a change of
      manager; and
   30
  a
      Transfer of any interest in a Controlling Entity which, if such
      Controlling Entity were Borrower, would result in an Event of Default
      under any of Sections 21(e)(i) through
      (vii) above.
  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.
  EVENTS OF
DEFAULT.The occurrence of any one or more of the following
shall constitute an Event of Default under this Instrument:
  any
failure by Borrower to pay or deposit when due any amount required by the Note,
this Instrument or any other Loan Document;
  any
failure by Borrower to maintain the insurance coverage required by
Section 19;
  any
failure by Borrower to comply with the provisions of
Section 33;
  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 (i) the application for or creation of the Indebtedness,
(ii) any financial statement, rent schedule, or other report or information
provided to Lender during the term of the Indebtedness, or (iii) any
request for Lender's consent to any proposed action, including a request for
disbursement of funds under any Collateral Agreement;
  any
failure by Borrower to comply with the provisions of
Section 20;
  any Event
of Default under Section 21;
  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;
  any
failure by Borrower to perform any of its obligations under this Instrument
(other than those specified in Sections 22(a) through (g)), as and
when required, which continues for a period of 30 days after Notice of such
failure by Lender to Borrower.  However, if Borrower's failure to
perform its obligations as described in this Section 22(h) is of the
nature that it cannot be cured within the 30 day grace period but
reasonably could be cured within 90 days, then Borrower shall have additional
time as determined by Lender in its discretion, not to exceed an additional
60 days, in which to cure such default, provided that Borrower has
diligently commenced to cure such default during the 30-day grace period and
diligently pursues the cure of such default.  However, no such Notice
or grace periods 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;
   31
  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;
  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;
  any  voluntary
filing by Borrower for bankruptcy protection under the United States Bankruptcy
Code or any reorganization, receivership, insolvency proceeding or other similar
proceeding pursuant to any other federal or state law affecting debtor and
creditor rights to which Borrower voluntarily becomes subject, or the
commencement of any involuntary case against Borrower by any creditor (other
than Lender) of Borrower pursuant to the United States Bankruptcy Code or
other federal or state law affecting debtor and creditor rights which case is
not dismissed or discharged within 90 days after filing; and
  any
representations and warranties by Borrower in this Instrument which is false or
misleading in any material respect.
  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 Document or afforded by applicable law, and each shall be cumulative and
may be exercised concurrently, independently, or successively, in any
order.
  FORBEARANCE.
  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.
  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,
or the subsequent exercise of any 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.
   32
  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.
  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.
  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
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.
  FURTHER
ASSURANCES.Borrower shall execute, acknowledge, and deliver,
at its sole cost and expense, all further acts, deeds, conveyances, assignments,
estoppel certificates, financing statements or amendments, 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.
  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.
   33
  GOVERNING
LAW; CONSENT TO JURISDICTION AND VENUE.
  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").
  Borrower
agrees that any controversy arising under or in relation to the Note, this
Instrument, or any other Loan Document may be litigated in the Property
Jurisdiction.  The state and federal courts and authorities with
jurisdiction in the Property Jurisdiction shall have jurisdiction over all
controversies that 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.  However, nothing
in this Section 30 is intended to limit Lender's right to bring any suit,
action or proceeding relating to matters under this Instrument in any court of
any other jurisdiction.
  NOTICE.
  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 (i) the date when the
Notice is received by the addressee; (ii) 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 (iii) the
third Business Day after the Notice is deposited in the United States mail with
postage prepaid, certified mail, return receipt requested.
  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 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.
  Any
Notice under the Note and any other Loan Document that does not specify how
Notices are to be given shall be given in accordance with this
Section 31.
  SALE OF NOTE; CHANGE IN SERVICER;
LOAN SERVICING.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.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
Mortgaged 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.
   34
  SINGLE ASSET
BORROWER.Until the Indebtedness is paid in full, Borrower
(a) shall not own 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.
  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.
  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.
  RELATIONSHIP
OF PARTIES; NO THIRD PARTY BENEFICIARY.
  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.
  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,
(i) 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, (ii) Borrower shall not be a
third party beneficiary of any Servicing Arrangement, and (iii) no payment
by the Loan Servicer under any Servicing Arrangement will reduce the amount of
the Indebtedness.
  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; provided, however, that in the event of a Transfer
prohibited by or requiring Lender's approval under Section 21, any or some
or all of the Modifications to Instrument set forth in Exhibit B (if
any) may be modified or rendered void by Lender at Lender's option by
Notice to Borrower and the transferee(s).
  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 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."
  DISCLOSURE OF
INFORMATION.Lender may furnish information regarding Borrower
or the Mortgaged Property to third parties with an existing or
prospective
   35
  interest
in the servicing, enforcement, evaluation, performance, purchase or
securitization of the Indebtedness, including but not limited to trustees,
master servicers, special servicers, rating agencies, and organizations
maintaining databases on the underwriting and performance of multifamily
mortgage loans, as well as governmental regulatory agencies having regulatory
authority over Lender.  Borrower irrevocably waives any and all rights
it may have under applicable law to prohibit such disclosure, including but not
limited to any right of privacy.
  NO CHANGE IN FACTS OR
CIRCUMSTANCES.Borrower warrants that (a) all information
in the application for the loan submitted to Lender (the "Loan Application") and in
all financial statements, rent schedules, reports, certificates and other
documents submitted in connection with the Loan Application are complete and
accurate in all material respects; and (b) there has been no material
adverse change in any fact or circumstance that would make any such information
incomplete or inaccurate.
  SUBROGATION.If, and to the
extent that, the proceeds of the loan evidenced by the Note, or subsequent
advances under Section 12, are used to pay, satisfy or discharge a Prior Lien,
such loan proceeds or advances 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.
  ADJUSTABLE
RATE MORTGAGE - THIRD PARTY CAP AGREEMENT "CAP COLLATERAL."
  If the
Note provides for interest to accrue at an adjustable or variable interest rate
(other than during the "Extension Period," as defined in the Note, if
applicable), then the definition of "Mortgaged Property" shall include the
"Cap
Collateral."  The "Cap Collateral" shall mean
  any
      interest rate cap agreement, interest rate swap agreement, or other
      interest rate-hedging contract or agreement obtained by Borrower as a
      requirement of any Loan Document or as a condition of Lender's making the
      Loan (a "Cap
      Agreement");
  any
      and all moneys (collectively, "Cap Payments") payable
      pursuant to any Cap Agreement by the interest rate cap provider or other
      counterparty to a Cap Agreement or any guarantor of the obligations of any
      such cap provider or counterparty (a "Cap
      Provider");
  all
      rights of Borrower under any Cap Agreement and all rights of Borrower to
      all Cap Payments, including contract rights and general intangibles,
      whether existing now or arising after the date of this
      Instrument;
  all
      rights, liens and security interests or guaranties granted by a Cap
      Provider or any other person to secure or guaranty payment of any Cap
      Payment whether existing now or granted after the date of this
      Instrument;
  all
      documents, writings, books, files, records and other documents arising
      from or relating to any of the foregoing, whether existing now or created
      after the date of this Instrument;
and
   36
  all
      cash and non-cash proceeds and products of (ii) – (v)
    above.
  As
additional security for Borrower's obligation under the Loan Documents, Borrower
hereby assigns and pledges to Lender all of Borrower's right, title and interest
in and to the Cap Collateral.  Borrower has instructed and will
instruct each Cap Provider and any guarantor of a Cap Provider's obligations to
make Cap Payments directly to Lender or to Loan Servicer on behalf of
Lender.
  So long
as there is no Event of Default, Lender or Loan Servicer will remit to Borrower
each Cap Payment received by Lender or Loan Servicer with respect to any month
for which Borrower has paid in full the monthly installment of principal and
interest or interest only, as applicable, due under the
Note.  Alternatively, at Lender's option so long as there is no Event
of Default, Lender may apply a Cap Payment received by Lender or Loan Servicer
with respect to any month to the applicable monthly payment of accrued interest
due under the Note if Borrower has paid in full the remaining portion of such
monthly payment of principal and interest or interest only, as
applicable.
  Following
an Event of Default, in addition to any other rights and remedies Lender may
have, Lender may retain any Cap Payments and apply them to the Indebtedness in
such order and amounts as Lender determines.  Neither the existence of
a Cap Agreement nor anything in this Instrument shall relieve Borrower of its
primary obligation to timely pay in full all amounts due under the Note and
otherwise due on account of the Indebtedness.
  If the
Note does not provide for interest to accrue at an adjustable or variable
interest rate (other than during the Extension Period) then this Section 42
shall be of no force or effect.
  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 previously scheduled sale.  Lender or Lender’s
designee may purchase the Mortgaged Property at any sale.
  Trustee
shall deliver to the purchaser at the sale, within a reasonable time 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
   37
  statements
made in those recitals.  Trustee shall apply the proceeds of the sale
in the following order:  (a) to all costs and expenses of the sale,
including Trustee’s fees not to exceed 5% of the gross sales price, 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.
  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.
  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.
  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.
  SPOUSE’S SEPARATE
PROPERTY.  Each Borrower who is a married person expressly
agrees that recourse may be had against his or her separate
property.
  FIXTURE
FILING.  This Instrument is also a fixture filing under the
Uniform Commercial Code of California.
  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.
  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 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
   38
  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.
  ADDITIONAL PROVISIONS CONCERNING
ENVIRONMENTAL HAZARDS.  In addition to the provisions of
Section 18:
  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.
  Borrower
represents and warrants to Lender that, except as previously disclosed by
Borrower to Lender in writing:
  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
  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.
  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 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.
   39
  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.
  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
  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.
  
  
  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
   40
  EMERIVENT ATHERTON COURT
      INC, a Delaware corporation
 
 
 
 By: /s/
Eric
Mendelsohn
 Eric
Mendelsohn
 Senior
Vice President Corporate Development
 
  41
  CALIFORNIA
ALL-PURPOSE ACKNOWLEDGMENT
 
 State of
Washington
 
 County of
King
 
 On
_December 9, 2008__ before me, __Melanie Pennington Notary
Public__,
 
 personally
appeared Eric
Mendelsohn ,
 NAME(S)
      OF SIGNER(S)
  who
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.
  I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
  WITNESS
my hand and official seal.
  /s/ Melanie
Pennington
 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
  o           INDIVIDUAL
 o           CORPORATE
OFFICER:
 TITLE OR TYPE OF
DOCUMENT
 TITLE(S)
  o           PARTNER(S):                          
  o   LIMITED
 o   GENERAL
 o           ATTORNEY-IN-FACT
 o           TRUSTEE(S)                                                                                      NUMBER OF
PAGES
 o           GUARDIAN/CONSERVATOR
 o           OTHER:
 
 DATE OF
DOCUMENT
  SIGNER
IS REPRESENTING:
 NAME OF
PERSONS OR
ENTITY(IES)
 SIGNER(S) OTHER THAN
NAMED ABOVE
  
 
  42