ISDA®



International Swap Dealers Association, Inc.






MASTER AGREEMENT






dated as of  February 16, 2000





		NATIONAL CITY BANK and ASSOCIATED ESTATES REALTY CORPORATION have entered and/or
anticipate entering into one or more transaction (each a "Transaction") that are or will be governed by this Master
Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each
a "Confirmation") exchanged between the parties confirming those Transactions.





Accordingly, the parties agree as follows:-





1.	Interpretation





	(a)	Definitions.  The terms defined in Section 12 and in the Schedule will have the meanings therein specified
for the purpose of this Master Agreement.


	(b)	Inconsistency.  In the event of any inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail.  In the event of any inconsistency between
the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation
will prevail for the purpose of the relevant Transaction.


	(c)	Single Agreement.  All Transactions are entered into in reliance on the fact that this Master Agreement and
all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.


2.	Obligations.


	(a).	General Conditions.


		(i)	Each party will make each payment or delivery specified in each Confirmation to be made by it, subject
to the other provisions of this Agreement.


		(ii)	Payments under this Agreement will be made on the due date for value on that date in the place of the
account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the required currency.  Where
settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the
due date in the manner customary for the relevant obligation unless otherwise specified in the relevant
Confirmation or elsewhere in this Agreement.


		(iii)	Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no
Event of Default or Potential Event of Default with respect to the other party has occurred and is
continuing , (2) the condition precedent that no Early Termination Date in respect of the relevant
Transaction has occurred or been effectively designated, and (3) each other applicable condition
precedent specified in this Agreement.


	(b)	Change of Account.  Either party may change its account for receiving a payment or delivery by giving
notice to the other party at least five Local Business Days prior to the scheduled date for the payment or
delivery to which such change applies unless such other party gives timely notice of a reasonable objection
to such change.


	(c)	Netting.  If on any date amounts would otherwise be payable: --


		(i)	in the same currency; and


		(ii)	in respect of the same Transaction,


		by each party to the other, then, on such date, each party's obligation to make payment of any such amount
will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate amount would have been
payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate
amount.





		The parties may elect in respect of two or more Transactions that a net amount will be determined in
respect of all amounts payable on the same date in the same currency in respect of such Transactions,
regardless of whether such amounts are payable in respect of the same Transaction.  The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the
Transactions identified as being subject to the election, together with the starting date (in which case
subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date).  This election
may be made separately to each pairing of branches or offices through which the parties make and receive
payments or deliveries.


	(d)	Default Interest; Other Amounts.  Prior to the occurrence or effective designation of an Early Termination
Date in respect of the relevant Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before
as well as after judgment) on the overdue amount to the other party on demand in the same currency as
such overdue amount, for the period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate.  Such interest will be calculated on the basis of
daily compounding and the actual number of days elapsed.  If prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the
performance of any obligation required to be settled by delivery, it will compensate the other party on
demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.





3.	Representations


Each party represents to the other party (which representations will be deemed to be repeated by each party on
each date on which a Transaction is entered into) that:


	(a)	Basic Representations.


		(i)	Status.  It is duly organized and validly existing under the laws of the jurisdiction of its organization or
incorporation and, if relevant under such laws, in good standing;


		(ii)	Powers.  It has the power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and to perform its obligations under this
Agreement and any obligations it has under any Credit Support Document to which it is a party and has
taken all necessary action to authorize such execution, delivery and performance;


		(iii)	No Violation or Conflict.  Such execution, delivery and performance do not violate or conflict with any
law applicable to it, any provision of its constitutional documents, any order or judgment of any court or
other agency of government applicable to it or any of its assets or any contractual restriction binding on
or affecting it or any of its assets;


		(iv)	Consents.  All governmental and other consents that are required to have been obtained by it with
respect to this Agreement or any Credit Support Documents to which it is a party have been obtained
and are in full force and effect and all conditions of any such consents have been complied with; and 


		(v)	Obligations.  Its obligations under this Agreement and any Credit Support Document to which it is a
party constitute its legal, valid and binding obligations, enforceable in accordance with their respective
terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a proceeding in equity or at law)).


	(b)	Absence of Certain Events.  No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or circumstance
would occur as a result of its entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.


	(c)	Absence of Litigation.  There is not pending or, to its knowledge, threatened against it or any of its Affiliates
any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this
Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations
under this Agreement or such Credit Support Document.


	(d)	Accuracy of Specified Information.  All applicable information that is furnished in writing by or on behalf of it
to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of
the information, true, accurate and complete in every material respect.


4.	Agreements


Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement
or under any Credit Support Document to which it is a party:-


	(a)	Furnish Specified Information.  It will deliver to the other party any forms, documents or certificates
specified in the Schedule or any Confirmation by the date specified in the Schedule or such Confirmation
or, if none is specified, as soon as reasonably practicable.


	(b)	Maintain Authorizations.  It will use all reasonable efforts to maintain in full force and effect all consents of
any governmental or other authority that are required to be obtained by it with respect to this Agreement or
any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may
become necessary in the future.


	(c)	Comply with Laws.  It will comply in all material respects with all applicable laws and orders to which it may
be subject if failure so to comply would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.


5.	Events of Default and Termination Events


	(a)	Events of Default.  The occurrence at any time with respect to a party or, if applicable, any Credit Support
Provider of such party or any Specified Entity of such party of any of the following events constitutes an
event of default (an "Event of Default") with respect to such party:-


		(i)	Failure to Pay or Deliver.  Failure by the party to make, when due, any payment under this Agreement
or delivery under Section 2(a)(i) or 2(d) required to be made by it if such failure is not remedied on or
before the third Local Business Day after notice of such failure is given to the party;


		(ii)	Breach of Agreement.  Failure by the party to comply with or perform any agreement or obligation
(other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i)
or 2(d) or to give notice of a Termination Event) to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice
of such failure is given to the party;


		(iii)	Credit Support Default.


			(1)	Failure by the party or any Credit Support Provider of such party to comply with or perform any
agreement or obligation to be complied with or performed by it in accordance with any Credit
Support Document if such failure is continuing after any applicable grace period has elapsed;


			(2)	The expiration or termination of such Credit Support Document or the failing or ceasing of such
Credit Support Document to be in full force and effect for the purpose of this Agreement (in either
case other than in accordance with its terms) prior to the satisfaction of all obligations of such party
under each Transaction to which such Credit Support Document relates without the written
consent of the other party; or 


			(3)	The party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or
in part, or challenges the validity of, such Credit Support Document;


		(iv)	Misrepresentations.  A representation made or repeated or deemed to have been made or repeated by
the party or any Credit Support Provider of such party in this Agreement or any Credit Support
Document proves to have been incorrect or misleading in any material respect when made or repeated
or deemed to have been made or repeated; 


		(v)	Default under Specified Transaction.  The party, any Credit Support Provider of such party or any
applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving
effect to any applicable notice requirement or grace period, there occurs a liquidation of, an
acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults,
after giving effect to any applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any payment on early termination of,
a Specified Transaction (or such default continues for at least three Local Business Days if there is no
applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or
empowered to operate it or act on its behalf);


		(vi)	Cross Default.  If "Cross Default" is specified in the Schedule as applying to the party, the occurrence
or existence of (1) a default, event of default or other similar condition or event (however described) in
respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of
such party under one or more agreements or instruments relating to Specified Indebtedness of any of
them (individually or collectively) in an aggregate amount of not less than the applicable Threshold
Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable or (2) a default by such party, such
Credit Support Provider or such Specified Entity (individually or collectively) in making one or more
payments on the due date thereof in an aggregate amount of not less than the applicable Threshold
Amount under such agreements or instruments (after giving effect to any applicable notice requirement
or grace period);


		(vii)	Bankruptcy.  The party, any Credit Support Provider of such party or any applicable Specified Entity of
such party: -


			(1)	is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes
insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its
debts as they become due; (3) makes a general assignment, arrangement or composition with or
for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or
other similar law affecting creditors' rights, or a petition is presented for its winding-up or
liquidation, and, in the case of any such proceeding or petitioned instituted or presented against it,
such proceeding or petition (a) results in a judgment of insolvency or bankruptcy or the entry of an
order for relief or the making of an order for its winding-up or liquidation or (b) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other
than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of its assets; (7) has a secured party take
possession of all or substantially all its assets or has a distress, execution, attachment,
sequestration or other legal process levied, enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to
any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing
acts; or


		(viii)	Merger Without Assumption.  The party or any Credit Support Provider of such party consolidates
or amalgamates with, or merges with or into, or transfers all or substantially all its assets to,
another entity and, at the time of such consolidation, amalgamation, merger or transfer:-


			(1)	the resulting, surviving or transferred entity fails to assume all the obligations of such party or such
Credit Support Provider under this Agreement or any Credit Support Document to which it or its
predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory
to the other party to this Agreement; or


			(2)	the benefits of any Credit Support Document fail to extend (without the consent of the other party)
to the performance by such resulting, surviving or transferee entity of its obligations under this
Agreement.


	(b)	Termination Events.  The occurrence at any time with respect to a party or, if applicable, any Credit Support
Provider of such party or any Specified Entity of such party of any event specified below constitutes an
Illegality if the event is specified in (i) below, and, if specified to be applicable, a Credit Event Upon Merger
if the event is specified pursuant to (ii) below or an Additional Termination Event if the event is specified
pursuant to (iii) below:-


		(i)	Illegality.  Due to the adoption of, or any change in, any applicable law after the date on which a
Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any
court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it
becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which
will be the Affected Party):-


			(1)	to perform any absolute or contingent obligation to make a payment or delivery or to receive a
payment or delivery in respect of such Transaction or to comply with any other material provision
of this Agreement relating to such Transaction; or


			(2)	to perform, or for any Credit Support Provider of such party to perform, any contingent or other
obligation which the party (or such Credit Support Provider) has under any Credit Support
Document relating to such Transaction;


		(ii)	Credit Event Upon Merger.  If "Credit Event Upon Merger" is specified in the Schedule as applying to
the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets
to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such
Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or 





		(iii)	Additional Termination Event.  If any "Additional Termination Event" is specified in the Schedule or any
Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or
Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such
Confirmation).


	(c)	Event of Default and Illegality.  If an event or circumstance which would otherwise constitute or give rise to
an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


6.	Early Termination. 


	(a)	Right to Terminate Following Event of Default.  If at any time an Event of Default with respect to a party (the
"Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by
not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a
day not earlier than the day such notice is effective as an Early Termination Date in respect of all
outstanding Transactions.  If, however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur
immediately upon the occurrence with respect to such party of an Event of Default specified in Section
5(a)(viii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding
the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence
with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous
thereto, (8).


	(b)	Right to Terminate Following Termination Event.


		(i)	Notice.  If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it,
notify the other party, specifying the nature of that Termination Event and each Affected Transaction
and will also give such other information about that Termination Event as the other party; may
reasonably require.


		(ii)	Two Affected Parties.  If an Illegality under Section 5(b)(i)(1) occurs and there are two Affected Parties,
each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given
under Section 6 (b)(i) on action to avoid that Termination Event.


		(iii)	Rights to Terminate.  If:-


			(1)	an agreement under Section 6(b)(ii) has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i); or


			(2)	an Illegality other than that referred to in Section 6(b)(ii), a Credit Event Upon Merger or an
Additional Termination Event occurs,


		either party in the case of an Illegality, any Affected Party in the case of an Additional Termination Event if
there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit
Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more
than 20 days notice to the other party and provided that the relevant Termination Event is then continuing,
designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of
all Affected Transactions.


	(c)	Effect of Designation.


		(i)	If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination
Date will occur on the date so designated, whether or not the relevant Event of Default or Termination
Event is then continuing.


		(ii)	Upon the occurrence or effective designation of an Early Termination Date, no further payments or
deliveries under Section 2(a)(i) or 2(d) in respect of the Terminated Transactions will be required to be
made, but without prejudice to the other provisions of this Agreement.  The amount, if any, payable in
respect of an Early Termination Date shall be determined pursuant to Section 6(e).


	(d)	Calculations.


		(i)	Statement.  On or as soon as reasonably practicable following the occurrence of an Early Termination
Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will
provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all
relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the
relevant account to which any amount payable to it is to be paid.  In the absence of written confirmation
from the source of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.


		(ii)	Payment Date.  An amount calculated as being due in respect of an Early Termination Date under
Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an
Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day
which is two Local Business Days after the day on which notice of the amount payable is effective (in
the case of an Early Termination Date which is designated as a result of a Termination Event).  Such
amount will be paid together with (to the extent permitted under applicable law) interest thereon (before
as well as after judgment), from (and including) the relevant Early Termination Date to (but excluding)
the date such amount is paid, at the Applicable Rate.  Such interest will be calculated on the basis of
daily compounding and the actual number of days elapsed.


	(e)	Payments on Early Termination.  If an Early Termination Date occurs, the following provisions shall apply
based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss",
and a payment method, either the "First Method" or the "Second Method".  If the parties fail to designate a
payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the
"Second Method", as the case may be, shall apply.  The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any Set-off.


		(i)	Events of Default.  If the Early Termination Date results from an Event of Default:-


			(1)	First Method and Market Quotation.  If the First Method and Market Quotation apply, the Defaulting
Party will pay to the Non-defaulting Party the excess, if a positive number, of (a) the sum of the
Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated
Transactions and the Unpaid Amounts owing to the Non-defaulting Party over (B) the Unpaid
Amounts owing to the Defaulting Party.


			(2)	First Method and Loss.  If the First Method and Loss apply, the Defaulting Party will pay to the
Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this
Agreement.


			(3)	Second Method and Market Quotation.  If the Second Method and Market Quotation apply, an
amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Unpaid Amounts owing to the
Non-defaulting Party less (B) the Unpaid Amounts owing to the Defaulting Party.  If that amount is
a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.


			(4)	Second Method and Loss.  If the Second Method and Loss apply, an amount will be payable equal
to the Non-defaulting Party's Loss in respect of this Agreement.  If that amount is a positive
number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the
Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


		(ii)	Termination Events.  If the Early Termination Date results from a Termination Event:-


			(1)	One Affected Party.  If there is one Affected Party, the amount payable will be determined in
accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party and the party which is not the Affected
Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated,
Loss shall be calculated in respect of all Terminated Transactions.


			(2)	Two Affected Parties.  If there are two Affected Parties:-


				(A)	if Market Quotation applies, each party will determine a Settlement Amount in respect of
the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a)
one-half of the difference between the Settlement Amount of the party with the higher
Settlement Amount ("X") and the Settlement Amount of the party with the lower
Settlement Amount ("Y") and (b) the Unpaid Amounts owing to X less (II) the Unpaid
Amounts owing to Y; and


				(B)	if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer
than all the Transactions are being terminated, in respect of all Terminated Transactions)
and an amount will be payable equal to one-half of the difference between the Loss of the
party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").


			If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the
absolute value of that amount to Y.


		(iii)	Adjustment for Bankruptcy.  In circumstances where an Early Termination Date occurs because
"Automatic Early Termination" applies in respect of a party, the amount determined under this Section
6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any
payments or deliveries made by one party to the other under this Agreement (and retained by such
other party) during the period from the relevant Early Termination Date to the date for payment
determined under Section 6(d)(ii).


		(iv)	Pre-Estimate.  The parties agree that if Market Quotation applies an amount recoverable under this
Section 6(e) is a reasonable pre-estimate of loss and not a penalty.  Such amount is payable for the
loss of bargain and the loss of protection against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any additional damages as a consequence of such
losses.


7.	Transfer


Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way
of security or otherwise) by either party without the prior written consent of the other party, except that:-


	(a)	a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or
merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and


	(b)	a party may make such a transfer of all or any part of its interest in any amount payable to it from a
Defaulting Party under Section 6(e).


Any purported transfer that is not in compliance with this Section will be void.


8.	Miscellaneous


	(a)	Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with
respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.


	(b)	Amendments.  No amendment, modification or waiver in respect of this Agreement will be effective unless
in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or
confirmed by an exchange of telexes or electronic messages on a electronic messaging system.


	(c)	Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
under this Agreement will survive the termination of any Transaction.


	(d)	Remedies Cumulative.  Except as provided in this Agreement, the rights, powers, remedies and privileges
provided int his Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.


	(e)	Counterparts and Confirmations.


		(i)	This Agreement (and each amendment, modification and waiver in respect of it) may be executed and
delivered in counterparts (including by facsimile transmission), each of which will be deemed an
original.


		(ii)	The parties intend that they are legally bound by the terms of each Transaction from the moment they
agree to those terms (whether orally or otherwise).  A Confirmation shall be entered into as soon as
practicable and may be executed and delivered in counterparts (including by facsimile transmission) or
be created by an exchange of telexes or by an exchange of electronic messages on an electronic
messaging system, which in each case will be sufficient for all purposes to evidence a binding
supplement to this Agreement.  The parties will specify therein or through another effective means that
any such counterpart, telex or electronic message constitutes a Confirmation.


	(f)	No Waiver of Rights.  A failure or delay in exercising any right, power or privilege in respect of this
Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power
or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege.


	(g)	Headings.  The headings used in this Agreement are for convenience of reference only and are not to affect
the construction of or to be taken into consideration in interpreting this Agreement.


9.    Expenses


A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-
of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection
of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by
reason of the early termination of any Transaction, including, but not limited to, costs of collection.


10.	Notices


	(a)	Effectiveness.  Any notice or other communication in respect of this Agreement may be given in any
manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given
by facsimile transmission or electronic messaging system) to the address or number or in accordance with
the electronic messaging system details provided (see the Schedule) and will be deemed effective as
indicated:-


		(i)	if in writing and delivered in person or by courier, on the date it is delivered;


		(ii)	if sent by telex, on the date the recipient's answerback is received;


		(iii)	if sent by facsimile transmission, on the date that transmission is received by a responsible employee
of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender
and will not be met by a transmission report generated by the sender's facsimile machine);


		(iv)	if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested),
on the date that mail is delivered or its delivery is attempted; or


		(v)	if sent by electronic messaging system, on the date that electronic message is received,


unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or
that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and effective on the first following day that
is a Local Business Day.


	(b)	Change of Addresses.  Either party may by notice to the other change the address, telex or facsimile
number or electronic messaging system details at which notices or other communications are to be given to
it.


11.	Governing Law and Jurisdiction


	(a)	Governing Law.  This Agreement will be governed by and construed in accordance with the law specified in
the Schedule.


	(b)	Jurisdiction.  With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"),
each party irrevocably:-


		(i)	submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by
English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in New York City, if this Agreement is
expressed to be governed by the laws of the State of New York; and


		(ii)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought
in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum
and further waives the right to object, with respect to such Proceedings, that such court does not have
any jurisdiction over such party.


Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this
Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgment Act 1982 or any modification, extension or re-enactment thereof for the time being in
force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in
any other jurisdiction.


	(c)	Waiver of Immunities.  Each party irrevocably waives, to the fullest extent permitted by applicable law, with
respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether
before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or
assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably
agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any
Proceedings.


12.   Definitions


As used in this Agreement:-


"Additional Termination Event" has the meaning specified in Section 5(c).


"Affected Party" has the meaning specified in Section 5(b).


"Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, all Transactions
affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all
Transactions.


"Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the
person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common
control with the person.  For this purpose, "control" of any entity or person means ownership of a majority of the
voting power of the entity or person.


"Applicable Rate" means:-


	(a)	in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii) by a
Defaulting Party, the Default Rate;


	(b)	in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date
(determined in accordance with Section 6(d)(ii) on which that amount is payable, the Default Rate;


	(c)	in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)
by a Non-defaulting Party, the Non-default Rate; and


	(d)	in all other cases, the Termination Rate.


"consent" includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange
control consent.


"Credit Event Upon Merge" has the meaning specified in Section 5(b).


"Credit Support Document" means any agreement or instrument that is specified as such in this Agreement.


"Credit Support Provider" has the meaning specified in the Schedule.


"Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.


"Defaulting Party" has the meaning specified in Section 6(a).


"Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iii).


"Event of Default" has the meaning specified in Section 5(a) and, if applicable, in the Schedule.


"Illegality" has the meaning specified in Section 5(b).


"Law" includes any treaty, law, rule or regulation and "lawful" and "unlawful" will be construed accordingly.


"Local Business Day" means, subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties
in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in
relation to any other payment, in the place where the relevant account is located, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice
provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant
new account is to be located, and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.


"Loss" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a
party, an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of
such party, but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from any of them).  Loss includes losses
and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of
each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as
to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.  Loss does not include party's legal fees and
out-of-pocket expenses referred to under Section 9.  A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably
practicable.  A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from
one or more leading dealers in the relevant markets.


"Market Quotation" means, with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference Market-makers.  Each quotation will
be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party
(expressed by a positive number) in consideration of an agreement between such party (taking into account any
existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such
party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i)
in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of
the relevant Early Termination Date, have been required after that date.  For this purpose, Unpaid Amounts in
respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.
The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree.  The party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without
regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date.
The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged
to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other.  If
more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without
regard to the quotations having the highest and lowest values.  If exactly three such quotations are provided, the
Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations.  For this
purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall
be disregarded.  If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot be determined.


"Non-default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
Non-defaulting Party (as certified by it) if it were to fund the relevant amount.


"Non-defaulting Party" has the meaning specified in Section 6(a).


"Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.


"Reference Market-makers" means four leading dealers in the relevant market selected by the party determining a
Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the
extent practicable, from among such dealers having an office in the same city.


"Scheduled Payment Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with
respect to a Transaction.


"Set-off" means set-off, offset, combination of accounts, right of retention or withholding or similar right of
requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this
Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.


"Settlement Amount" means, with respect to a party and any Early Termination Date, the sum of: -





(a)     the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated


         Transactions for which a Market Quotation is determined; and


		(b)   such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each
Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be
determined or would not (in the reasonable belief of the party making the determination) produce a commercially
reasonable result.


"Specified Entity" has the meaning specified in the Schedule.


"Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) in respect of borrowed money.


"Specified Transaction" means, subject to the Schedule, (a) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider
of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit
Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or
any other similar transaction (including any option with respect to any of these transactions), (b) any combination of
these transactions, and (c) any other transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.


"Terminated Transactions" means with respect to any Early Termination Date (a) if resulting from a Termination
Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic
Early Termination" applies, immediately before that Early Termination Date).


"Terminated Event" means an Illegality or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.


"Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of
any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.


"Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in
respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but
for Section 2(a)(iii) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date, and (b) in respect of each Terminated Transaction, for each obligation
under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) required to be settled by delivery to
such party on or prior to such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under
applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations
were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at
the Applicable Rate.  Such amounts of interest will be calculated on the basis of daily compounding and the actual
number of days elapsed.  The fair market value of any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall
be the average of the fair market values reasonably determined by both parties.


IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with
effect from the date specified on the first page of this document.





NATIONAL CITY BANK				ASSOCIATED ESTATES REALTY CORPORATION





By: /s/ J. Andrew Dunham				By: Greg Golz	


      Senior Vice President				       Vice President








SCHEDULE


to the


Master Agreement


dated as of February 16, 2000








Between National City Bank ("Party A") and Associated Estates Realty Corp. ("Party B").





PART 1


Termination Provisions





(a)	"Specified Entity" means in relation to Party A for the purpose of:





	Section 5(a)(v), None


	Section 5(a)(vi), None


	Section 5(a)(vii), None


	Section 5(b)(ii), None





	in relation to Party B for the purpose of:





	Section 5(a)(v), None 


	Section 5(a)(vi), None 


	Section 5(a)(vii), None 


	Section 5(b)(ii), None 





		(b)	"Specified Transaction" will have the meaning specified in Section 12 of this Agreement.


		


		(c)	The "Cross Default" provisions of Section 5(a)(vi) will apply to Party A and Party B, but shall exclude any
payment default that results solely from wire transfer difficulties or an error or omission of an
administrative or operational nature (so long as sufficient funds are available to the relevant party on the
relevant date) but only if payment is made within three business days after such transfer difficulties have
been corrected or the error or omission has been discovered.


		


		(d)	"Specified Indebtedness" will have the meaning specified in Section 12 of this Agreement.


		


		(e)	"Threshold Amount" means:


			for Party A:  $10,000,000 (Ten Million Dollars).


			for Party B:  $1,000,000 (One Million Dollars).


		


		(f)	The "Credit Event Upon Merger" provisions of Section 5(b)(ii) will apply to Party A or Party B.


		


		(g)	The "Automatic Early Termination" provision of Section 6(a) will not apply to Party
A or Party B.


		


		(h)	Payments on Early Termination.  For the purpose of Section 6(e) of this Agreement:


		


			(i)	Market Quotation will apply


		


			(ii)	The Second Method will apply.


		


		(i)	Additional Termination Event.  For purpose of Section 5(b)(iii) of this Agreement, it shall be an
"Additional Termination Event" with Party B being the Affected Party if any Credit Support Document
expires, terminates or fails or ceases to be in full force and effect for the purpose of this Agreement in
accordance with its terms prior to the satisfaction of all obligations of Party B under each Transaction and
(ii) the occurrence of an "Optional Early Termination Date" as defined in the Confirmation.


				





PART 2


Agreement to Deliver Documents





For the purpose of Section 4(a) of this Agreement, Party A and Party B agree to deliver the following
documents:


		


		(a)	Quarterly and annual financial statements when requested by Party A.


		


			


PART 3


Miscellaneous





		(a)	Addresses for Notices.  For the purpose of Section 10(a) of this Agreement:


		


			Address for notices or communications to Party A:


		


			Address:	1900 East Ninth Street, Cleveland, Ohio 44114


			Attention:	Barbara Demaline  LOC 2217


			Facsimile No.:	(216) 420-9514	Telephone No.:  (216) 575-3247


		


		


			Address for notices or communications to Party B:


			


	Address: 	5205 Swetland Court, Richmond Heights, OH 44143


	Attention:	Gregory Golz, Vice President


	Facsimile No.:	(708) 771-2968	Telephone No.: (708) 771-2969


				





		(b)	Calculation Agent.  The Calculation Agent is Party A.


		


		Credit Support Document. 	


	1.)	Open End Mortgage Deed and Security Agreement dated
February 16, 2000 from Party B to Party A;





	2.)	Assignment of Leases, Rents, Contracts, Income, and Proceeds
dated as of February 16, 2000, from Party B to Party A.


	3).	ISDA Credit Support Annex to the Schedule dated as of February
16, 2000, between Party A and Party B.


		


		(d)	Credit Support Provider. 	Party B


		


		(e)	Governing Law.  This Agreement will be governed by and construed in accordance with the laws of
the State of New York, without reference to choice of law doctrine.


		


		 (f)	Definitions.  Section 12 is modified as follows:





				"(i)	"Default Rate" means Prime + 2%."





		(g)	Payments.	 Party A will make/receive interest payments to/from Party B by credit/debit to the
account of Party B at a bank and account as specified in the trade confirmation.


		


			In the event that Party B must deliver Collateral to Party A, Party B will deliver
collateral to Party A, by wire transfer to the account of Party A, as follows:





FED CLEVELAND


ABA 041000124


NATL CITY CLE\INV


ACCOUNT 1030








PART 4


Other Provisions





		


Event of Default.  Each Party agrees to notify the other party of the occurrence of any Event of Default or
Potential Event of Default immediately upon learning of the occurrence thereof.





Right To Set-off.  Section 6(f) is added to the Master Agreement reading as follows:





			(f)	Set-off.  Any amount (the "Early Termination Amount") payable to one party (the "Payee")
by the other party (the "Payer") under Section 6(e), in circumstances where there is a
Defaulting Party or one Affected Party in the case where a Termination Event under Section
5(b)(iii) has occurred, will, at the option of the party ("X") other than the Defaulting Party or
the Affected Party (and without prior notice to the Defaulting Party or Affected Party), be
reduced by its set-off against any amount(s) (the "Other Agreement Amount") payable
(whether at such time or in the future or upon the occurrence of a contingency) by the Payee
to the Payer under any other agreement(s) between the Payee and the Payer or
instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other
party (and the Other Agreement Amount shall be discharged promptly and in all respects to
the extent it is so set-off), X will give notice to the other party of any set-off effected under this
Section 6(f).





		"If an obligation is unascertained, X may in good faith estimate that obligation and set-off in
respect of the estimate, subject to the relevant party accounting to the other when the
obligation is ascertained.





		"Nothing in this Section 6(f) shall be effective to create a charge or other security interest.
This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination
of accounts, lien or other right to which any party is at any time otherwise entitled (whether
by operation of law, contract or otherwise)."





Disclaimer: In entering into this agreement, Party B understands that there is no assurance as to the direction
in which interest rates in financial markets may move in the future and that Party A makes no covenant,
representation, or warranty in this regard or in regard to the suitability of the terms of the Agreement or any
Transaction to the particular needs and financial situation of Party B. Party B represents, which representation
shall be deemed repeated with respect to and at the time of each Transaction, that it has had the opportunity,
independently of Party A and Party A's affiliates, officers, employees, and agents, to consult its own financial
advisors and has determined that it is in Party B's interest to enter into the Agreement and any Transaction.





Pari Passu: It is the intent of the parties hereto that the obligations arising pursuant to the Transaction shall
be treated pari passu with all senior indebtedness, liabilities and obligations of each such party.














(Signature Page Follows)


		


		


		


		


		NATIONAL CITY BANK


		


		By:	/s/ J. Andrew Dunham 		


		


		Title:	Senior Vice President


		


		Date:	February 16, 2000


		


			


ASSOCIATED ESTATES REALTY CORP.





By:	/s/ Gregory Golz		





Title:	Vice President


		


		Date:	February 16, 2000











ISDA®


International Swaps and Derivatives Association, Inc.








CREDIT SUPPORT ANNEX





to the Schedule to the 





ISDA Master Agreement





dated as of February 16, 2000





between





National City Bank and Associated Estates Realty Corp.


	("Party A")	("Party B")





This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its
Schedule and is a Credit Support Document under this Agreement with respect to each party.





Accordingly, the parties agree as follows:





Paragraph 1.  Interpretation





(a)	Definitions and Inconsistency.  Capitalized terms not otherwise defined herein or elsewhere in this
Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to
Paragraphs are to Paragraphs of this Annex.  In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between
Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.





(b)	Secured Party and Pledgor.  All references in this Annex to the "Secured Party" will be to either party
when acting in that capacity and all corresponding references to the "Pledgor" will be to the other party when
acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all
references herein to that party as the Secured Party with respect to that Other Posted Support will be to that
party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to
provisions of law generally relating to security interests and secured parties.





Paragraph 2.  Security Interest





Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its
Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right
of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder.  Upon the
Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted
hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any
further action by either party.





Paragraph 3.  Credit Support Obligations





(a)	Delivery Amount.  Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or
promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the
Pledgor's Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit
Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded
pursuant to Paragraph 13).  Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable
to the Pledgor for any Valuation Date will equal the amount by which:





	(i)	the Credit Support Amount





	exceeds





	(ii)	the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.





(b)	Return Amount.  Subject to Paragraphs 4 and 5, upon a demand made by the Pledger on or promptly
following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured
Party's Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit
Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as
practicable to the applicable Return Amount (rounded pursuant to Paragraph 13).  Unless otherwise specified
in Paragraph 13, the "Return Amount" applicable to the Secured Party for any Valuation Date will equal the
amount by which:





	(i)	the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party





	exceeds





	(ii)	the Credit Support Amount.





"Credit Support Amount" means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the
Secured Party's Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts
applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any
minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to
be zero whenever the calculation of Credit Support Amount yields a number less than zero.





Paragraph 4.  Conditions Precedent, Transfer Timing, Calculations and Substitutions





(a)	Conditions Precedent.  Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the
Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:





	(i)	no Event of Default, Potential Event of Default or Specified Condition has occurred and is
continuing with respect to the other party; and





	(ii)	no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the other party.











(b)	Transfer Timing.  Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the
Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the
relevant Transfer will be made not later than the close of business on the next Local Business Day; if a
demand is made after the Notification Time, then the relevant Transfer will be made not later than the close
of business on the second Local Business Day thereafter.





(c)	Calculations.  All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be
made by the Valuation Agent as of the Valuation Time.  The Valuation Agent will notify each party (or the
other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the
Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the
date of calculation).





(d)	Substitutions.





	(i)	Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items
of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the
Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and





	(ii)	subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit
Support specified by the Pledger in its notice not later than the Local Business Day following the date
on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in
Paragraph 13 (the "Substitution Date"); provided that the Secured Party will only be obligated to
Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support
equal to the Value as of that date of the Substitute Credit Support.





Paragraph 5.  Dispute Resolution





If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation of a Delivery Amount or a
Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then
(I) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the
other party) not later than the close of business on the Local Business Day following (X) the date that the
demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in case of (II) above,
(2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party
not later than the close of business on the Local Business Day following (X) the date that the demand is made
under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties
will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by
the Resolution Time, then:





	(i)	In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified
in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation
Date by:





		(A)	utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the
parties have agreed are not in dispute;





		(B)	calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking
four actual quotations at mid-market from Reference Market-makers for purposes of calculating
Market Quotation, and taking the arithmetic average of those obtained; provided that if four
quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four
quotations may be used for that Transaction (or Swap Transaction); and if no quotations are
available for a particular Transaction (or Swap Transaction), then the Valuation Agent's original
calculations will be used for that Transaction (or Swap Transaction); and





		(C)	utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of
Posted Credit Support.





	(ii)	In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to
Paragraph 13.





Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other
party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day
following the Resolution Time.  The appropriate party will, upon demand following that notice by the
Valuation Agent or a resolution pursuant to (3) above and subject to Paragraph 4(a) and 4(b), make the
appropriate Transfer.





Paragraph 6.  Holding and Using Posted Collateral





(a)	Care of Posted Collateral.  Without limiting the Secured Party's rights under Paragraph 6(c), the Secured
Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required
by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if
it exercises at least the same degree of care as it would exercise with respect to its own property.  Except as
specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights
pertaining thereto.





(b)	Eligibility to Hold Posted Collateral; Custodians.





	(i)	General.  Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted
Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a
"Custodian") to hold Posted Collateral for the Secured Party.  Upon notice by the Secured Party to the
Pledger of the appointment of a Custodian, the Pledgor's Obligations to make any Transfer will be
discharged by making the Transfer to that Custodian.  The holding of Posted Collateral by a Custodian
will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian
is acting.





	(ii)	Failure to Satisfy Conditions.  If the Secured Party or its Custodian fails to satisfy any conditions
for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later
than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted
Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfys
those conditions.





	(iii)	Liability.  The Secured Party will be liable for the acts or omissions of its Custodian to the same
extent that the Secured Party would be liable hereunder for its own acts or omissions.





(c)	Use of Posted Collateral.  Unless otherwise specified in Paragraph 13 and without limiting the rights and
obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting
Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred
or been designated as the result of an Event of Default or Specified Condition with respect to the Secured
Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial
Code, have the right to:





	(i)	sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise
use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever
of the Pledgor, including any equity or right of redemption by the Pledgor; and


	(ii)	register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for
either.





For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to
Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be
deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of
whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or
(ii) above.





(d)	Distributions and Interest Amount.





	(i)	Distributions.  Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive
Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local
Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount
would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date
of calculation will be deemed to be a Valuation Date for this purpose).





	(ii)	Interest Amount.  Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu
of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted
Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will
Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a
Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation
Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).  The Interest
Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral
in the form of Cash and will be subject to the security interest granted under Paragraph 2.





Paragraph 7.  Events of Default





For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party
if:





	(i)	that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible
Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that
failure continues for two Local Business Days after notice of that failure is given to that party;





	(ii)	that party fails to comply with any restriction or prohibition specified in this Annex with respect
to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days
after notice of that failure is given to that party; or





	(iii)	that party fails to comply with or perform any agreement or obligation other than those specified
in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to
that party.





Paragraph 8.





Certain Rights and Remedies





(a)	Secured Party's Rights and Remedies.  If at any time (1) an Event of Default or Specified Condition with
respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then,
unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one
or more of the following rights and remedies:





	(i)	all rights and remedies available to a secured party under applicable law with respect to Posted
Collateral held by the Secured Party;





	(ii)	any other rights and remedies available to the Secured Party under the terms of Other Posted
Support, if any;





	(iii)	the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any
obligation of the Secured Party to Transfer that Posted Collateral); and





	(iv)	the right to liquidate any Posted Collateral held by the Secured Party through one or more public
or private sales or other dispositions with such notice, if any, as may be required under applicable law,
free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of
redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted
Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of
the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order
as the Secured Party may elect.





Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in
value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled
to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required
under applicable law and cannot be waived.





(b)	Pledgor's Rights and Remedies.  If at any time an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then
(except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions)
where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this
Agreement):





	(i)	the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with
respect to Posted Collateral held by the Secured Party;





	(ii)	the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms
of Other Posted Support, if any;





	(iii)	the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest
Amount to the Pledgor; and





	(iv)	to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii)
above, the Pledgor may:





		(A)	Set-off any amounts payable to the Pledgor with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any
obligation of the Secured Party to Transfer that Posted Collateral); and





		(B)	to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any
remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any
remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred
to the Pledgor.





(c)	Deficiencies and Excess Proceeds.  The Secured Party will Transfer to the Pledgor any proceeds and
Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b)
after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor
in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or
application under Paragraphs 8(a) and 8(b).





(d)	Final Returns.  When no amounts are or thereafter may become payable by the Pledgor with respect to
any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party
will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.





Paragraph 9.  Representations





Each party represents to the other party (which representations will be deemed to be repeated as of each date
on which it, as the Pledgor, Transfers Eligible Collateral) that:





	(i)	it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as
the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;





	(ii)	it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to
the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other
restrictions other than the security interest and lien granted under Paragraph 2;





	(iii)	upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex,
the Secured Party will have a valid and perfected first priority security interest therein (assuming that
any central clearing corporation or any third-party financial intermediary or other entity not within the
control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the
action required of it under applicable law for perfection of that interest); and





	(iv)	the performance by it of its obligations under this Annex will not result in the creation of any
security interest, lien or other encumbrance on any Posted Collateral other than the security interest and
lien granted under Paragraph 2.





Paragraph 10.  Expenses





(a)	General.  Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs
and expenses in connection with performing its obligations under this Annex and neither party will be liable
for any costs and expenses incurred by the other party in connection herewith.





(b)	Posted Credit Support.  The Pledgor will promptly pay when due all taxes, assessments or charges of
any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming
aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed
of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the
Secured Party's rights under Paragraph 6(c).





(c)	Liquidation Application of Posted Credit Support.  All reasonable costs and expenses incurred by or on
behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted
Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this
Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.





Paragraph 11.  Miscellaneous





(a)	Default Interest.  A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the
Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an
amount equal to interest at the Default Rate multiplied by the Value of the items of property that were
required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was
required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest
Amount.  This interest will be calculated on the basis of daily compounding and the actual number of days
elapsed.





(b)	Further Assurances.  Promptly following a demand made by a party, the other party will execute, deliver,
file and record any financial statement, specific assignment or other document and take any other action that
may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate
any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights
under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a
release of a security interest on Posted Collateral or an Interest Amount.





(c)	Further Protection.  The Pledgor will promptly give notice to the Secured Party of, and defend against,
any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledger or that
could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action,
proceeding or lien results from the exercise of the Secured Party's rights under Paragraph 6(c).





(d)	Good Faith and Commercially Reasonable Manner.  Performance of all obligations under this Annex,
including, but not limited to, all calculations, valuations and determinations made by either party, will be
made in good faith and in a commercially reasonable manner.





(e)	Demands and Notices.  All demands and notices made by a party under this Annex will be made as
specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.





(f)	Specifications of Certain Matters.  Anything referred to in this Annex as being specified in Paragraph
13 also may be specified in one or more Confirmations or other documents and this Annex will be construed
accordingly.





Paragraph 12.  Definitions





As used in this Annex: ---





"Cash" means the lawful currency of the United States of America.





"Credit Support Amount" has the meaning specified in Paragraph 3.





"Custodian" has the meaning specified in Paragraphs 6(b)(i) and 13.





"Delivery Amount" has the meaning specified in Paragraph 3(a).





"Disputing Party" has the meaning specified in Paragraph 5.





"Distributions" means with respect to Posted Collateral other than Cash, all principal, interest and other
payments and distributions of cash or other property with respect thereto, regardless of whether the Secured
Party has disposed of that Posted Collateral under Paragraph 6(c).  Distributions will not include any item
of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with
respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise
specified herein.





"Eligible Collateral" means, with respect to a party, the items, if any, specified as such for that party in
Paragraph 13.





"Eligible Credit Support" means Eligible Collateral and Other Eligible Support.





"Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to
Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured
Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other


party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all
Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that
Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the
amounts that would be paid for Replacement Transactions (as that term is defined in the definition of
"Market Quotation").





"Independent Amount" means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.





"Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest
calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of
Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:





	(x)	the amount of that Cash on that day; multiplied by





	(y)	the Interest Rate in effect for that day; divided by





	(z)	360.





"Interest Period" means the period from (and including) the last Local Business Day on which an Interest
Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on
which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be Transferred.





"Interest Rate" means the rate specified in Paragraph 13.





"Local Business Day", unless otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be
deemed to include a Transfer under this Annex.





"Minimum Transfer Amount" means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.





"Notification Time" has the meaning specified in Paragraph 13.





"Obligations" means, with respect to a party, all present and future obligations of that party under this
Agreement and any additional obligations specified for that party in Paragraph 13.





"Other Eligible Support" means, with respect to a party, the items, if any, specified as such for that party in
Paragraph 13.





"Other Posted Support" means all Other Eligible Support Transferred to the Secured Party that remains in
effect for the benefit of that Secured Party.





"Pledgor" means either party, when that party (i) receives a demand for or is required to Transfer Eligible
Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).





"Posted Collateral" means all Eligible Collateral, other property, Distributions, and all proceeds thereof that
have been Transferred to or received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8.
Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted
Collateral in the form of Cash.





"Posted Credit Support" means Posted Collateral and Other Posted Support.





"Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 5; provided,
however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute,
then the "Recalculation Date" means the most recent Valuation Date under Paragraph 3.





"Resolution Time" has the meaning specified in Paragraph 13.





"Return Amount" has the meaning specified in Paragraph 3(b).





"Secured Party" means either party, when that party (i) makes a demand for or is entitled to receive Eligible
Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.





"Specified Condition" means, with respect to a party, any event specified as such for that party in Paragraph
13.





"Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i).





"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).





"Threshold" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if
no amount is specified, zero.





"Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount,
and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:





	(i)	in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified
by the recipient;





	(ii)	in the case of certificated securities that cannot be paid or delivered by book-entry, payment or
delivery in appropriate physical form to the recipient or its account accompanied by any duly executed
instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to
constitute a legally valid transfer to the recipient;





	(iii)	in the case of securities that can be paid or delivered by book-entry, the giving of written
instructions to the relevant depository institution or other entity specified by the recipient, together with
a written copy thereof to the recipient, sufficient if complied with, to result in a legally effective transfer
of the relevant interest to the recipient; and





	(iv)	in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.





"Valuation Agent" has the meaning specified in Paragraph 13.





"Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13.





"Valuation Percentage" means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.





"Valuation Time" has the meaning specified in Paragraph 13.





"Value" means for any Valuation Date or other date for which Value is calculated and subject to Paragraph
5 in the case of a dispute, with respect to:





	(i)	Eligible Collateral or Posted Collateral that is:





		(A)	Cash, the amount thereof; and





		(B)	a security, the bid price obtained by the Valuation Agent multiplied by the applicable
Valuation Percentage, if any;





	(ii)	Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and





	(iii)	Other Eligible Support and Other Posted Support, as specified in Paragraph 13.





Paragraph 13.  Elections and Variables





(a)	Security Interest for "Obligations".  The term "Obligations" as used in this Annex includes the following
additional obligations.





	With respect to Party A:	NOT APPLICABLE





	With respect to Party B:	NOT APPLICABLE





(b)	Credit Support Obligations.





	(i)	Delivery Amount, Return Amount and Credit Support Amount.





		(A)	"Delivery Amount" has the meaning specified in Paragraph 3(a), unless otherwise specified
here:





		(B)	"Return Amount" has the meaning specified in Paragraph 3(b), unless otherwise specified
here:





		(C)	"Credit Support Amount" has the meaning specified in Paragraph 3, unless otherwise
specified here:





	(ii)	Eligible Collateral.  The following items will qualify as "Eligible Collateral" for the party
specified:








			Party A	Party B	Valuation
Percentage
	(A)	Cash	[NO]	[NO]	[	]%
	


(B)	


negotiable debt obligations issued by the
U.S. Treasury Department having an
original maturity at issuance of not more
than one year ("Treasury Bills")	


[NO]	


[YES]	


[100]%
	


(C)	


negotiable debt obligations issued by the
U.S. Treasury Department having an
original maturity at issuance of more than
one year but not more than 10 years
("Treasury Notes")	


[NO]	


[YES]	


[95]%
	


(D)	


negotiable debt obligations issued by the
U.S. Treasury Department having an
original maturity at issuance of more than
10 years ("Treasury Bonds")	


[NO]	


[NO]	


[	]%
	


(E)	


other:	


[	]	


[	]	


[	]%






	(iii)	Other Eligible Support.  The following items will qualify as "Other Eligible Support" for the party
specified:





			Party A	Party B
	


(A)	


NOT APPLICABLE	


[	]	


[	]
	


(B)	


NOT APPLICABLE	


[	]	


[	]






	(iv)	Thresholds.





		(A)	"Independent Amount" means with respect to Party A: NOT APPLICABLE


			"Independent Amount" means with respect to Party B: $ USD 0.00





		(B)	"Threshold" means with respect to Party A: NOT APPLICABLE


			"Threshold" means with respect to Party B: $ USD 2,500,000.00





		(C)	"Minimum Transfer Amount" means with respect to Party A: NOT APPLICABLE


			"Minimum Transfer Amount" means with respect to Party B: $ USD 100,000.00





		(D)	Rounding.  The delivery Amount and the Return Amount will be rounded (down to the
nearest integral multiple of $ USD 1.00 up and down to the nearest integral multiple of
$ USD 1.00, respectively.





(c)	Valuation and Timing.





	(i)	"Valuation Agent" means, for purposes of Paragraphs 3 and 5, the party making the demand under
Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the
Distributions or the Interest Amount, as applicable, unless otherwise specified here:





	(ii)	"Valuation Date" means: ALL LOCAL BUSINESS DAYS





	(iii)	"Valuation Time" means:





	NO	[	]	the close of business in the city of the Valuation Agent on the Valuation Date or date of
calculation, as applicable;





	YES	[X	]	the close of business on the Local Business Day before the Valuation Date or date of
calculation, as applicable;





	provided that the calculations of Value and Exposure will be made as of approximately the same time
on the same date.





	(iv)	"Notification Time" means 1:00 p.m., New York time, on a Local Business Day, unless otherwise
specified here:





(d)	Conditions Precedent and Secured Party's Rights and Remedies.  The following Termination Event(s)
will be a "Specified Condition" for the party specified (that party being the Affected Party if the Termination
Event occurs with respect to that party):





		Party A	Party B
	Illegality	[X	]	[X	]
	Tax Event	[	]	[	]
	Tax Event Upon Merger	[	]	[	]
	Credit Event Upon Merger	[X	]	[X	]
	Additional Termination Event(s):(1)		






(e)	Substitution.





	(i)	"Substitution Date" has the meaning specified in Paragraph 4(d)(ii), unless otherwise specified
here:





	(ii)	Consent.  If specified here as applicable, then the Pledgor must obtain the Secured Party's consent
for any substitution pursuant to Paragraph 4(d):2 APPLICABLE


_____________________





	1.  If the parties elect to designate an Additional Termination Event as a "Specified Condition", then they
should only designate one or more Additional Termination Events that are designated as such in their
Schedule.





	2.  Parties should consider selecting "applicable" where substitution without consent could give rise to
a registration requirement to perfect properly the security interest in Posted Collateral (e.g. where a party to
the Annex is the New York branch of an English bank).











(f)	Dispute Resolution.





	(i)	"Resolution Time" means 1:00 p.m., New York time, on the Local Business Day following the date
on which the notice is given that gives rise to a dispute under Paragraph 5, unless otherwise specified
here:





	(ii)	Value.  For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will


 be calculated as follows:





	(iii)	Alternative.  The provisions of Paragraph 5 will apply, unless an alternative dispute resolution
procedure is specified here:





(g)	Holding and Using Posted Collateral.





	(i)	Eligibility to Hold Posted Collateral, Custodians.  Party A and its Custodian will be entitled to
hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to
it are satisfied:





		(1)	Party A is not a Defaulting Party.





		(2)	Posted Collateral may be held only in the following jurisdictions: STATE OF OHIO





		(3)	





		Initially, the Custodian for Party A is NOT APPLICABLE





	Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided
that the following conditions applicable to it are satisfied:





		(1)	Party B is not a Defaulting Party.





		(2)	Posted Collateral may be held only in the following jurisdictions:





		(3)





		Initially, the Custodian for Party B is NOT APPLICABLE





	(ii)	Use of Posted Collateral.  The provisions of Paragraph 6(c) will not apply to the [party/parties]
specified here:





		[	]	Party A





		[	]	Party B





	and [that party/those parties] will not be permitted to:





(h)	Distributions and Interest Amount.





	(i)	Interest Rate.  The "Interest Rate" will be: NOT APPLICABLE





	(ii)	Transfer of Interest Amount.  The Transfer of the Interest Amount will be made on the last Local
Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form
of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b), unless otherwise specified here:





	(iii)	Alternative to Interest Amount.  The provisions of Paragraph 6(d)(11) will apply, unless otherwise
specified here:





(i)	Additional Representation(s).





[Party A/Party B] represents to the other party (which representation(s) will be deemed to be repeated as of
each date on which it, as the Pledgor, Transfers Eligible Collateral) that:





	(i)





	(ii)





(j)	Other Eligible Support and Other Posted Support.





	(i)	"Value" with respect to Other Eligible Support and Other Posted Support means:





	(ii)	"Transfer" with respect to Other Eligible Support and Other Posted Support means:





(k)	Demands and Notices.





All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of
this Agreement, unless otherwise specified here:





	Party A:





	Party B:





(l)	Addresses for Transfers.





	Party A:





	Party B:





(m)	Other Provisions.





NATIONAL CITY BANK	ASSOCIATED ESTATES REALTY CORP.


By:		/s/ J. Andrew Dunham		By:	/s/ Greg Golz	


Title:	Senior Vice President		Title:	Vice President


Date:	February 16, 2000		Date:	February 16, 2000

















VIA FAX


March 8, 2000





Gregory Golz


Associated Estates Realty Corp.


5205 Swetland Court


Richmond Heights, OH 44143


PHONE: (708) 771-2969


FAX: (708) 771-2968





Re: USD 54,781,511.00 Interest Rate Swap #3100





Dear Mr. Golz:





The purpose of this letter is to confirm the terms and conditions of the Swap Transaction entered into
between National City Bank and Associated Estates Realty Corp. on the Trade Date specified below
(the "Swap Transaction").  This letter agreement constitutes a "Confirmation" as referred to in the
Swap Agreement specified below.





The definitions and provisions contained in the 1991 ISDA Definitions, the 1998 Supplement thereto
(the "Definitions") and the 1992 ISDA Master Agreement (as published by the International Swap
Dealers Association, Inc.) (the "Master Agreement") are incorporated into this Confirmation. In the
event of any inconsistency between this Confirmation and the Definitions or the Swap Agreement,
this Confirmation will govern.





	1.	If you and we are parties to a Master Agreement and National City Bank Schedule to the
Master Agreement that set forth the general terms and conditions applicable to Swap
Transactions between us (a "Swap Agreement"), this Confirmation supplements, forms a part
of and is subject to, such Swap Agreement.  If you and we are not yet parties to a Swap
Agreement, this Confirmation will supplement, form a part of, and be subject to, the Swap
Agreement upon its execution and delivery by you and us. All provisions contained or
incorporated by reference in such Swap Agreement shall govern this Confirmation except
as expressly modified below. Until a Swap Agreement has been executed, this Confirmation
will itself evidence a complete and binding agreement between you and us as to the terms
and conditions of the Swap Transaction to which this Confirmation relates.





		This Confirmation will be governed by and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision
will be superseded by any choice of law provision in the Swap Agreement.





	2.	This Confirmation constitutes a Swap Transaction under the Swap Agreement and the terms
of the Swap Transaction to which this Confirmation relates are as follows:





	Notional Amount:			USD 54,781,511.00





	Amortization Schedule:		See Attached





	Trade Date:				March 8, 2000





	Effective Date:			March 10, 2000





	Termination Date:	October 10, 2007. Date subject to adjustment in
accordance with the Modified Following Business
Day Convention and Optional Early Termination
Provisions.


Fixed Amounts:





	Fixed Rate Payer:			National City Bank





	Fixed Rate:				7.080%





	Fixed Rate Day 


	Count Fraction:	Actual/360





	Fixed Rate Payer


	Payment Dates:	Monthly, on the 10th of each month, commencing on
April 10, 2000, through and including Termination
Date.  Dates subject to adjustment in accordance with
the Modified Following Business Day Convention.








Floating Amounts:





	Floating Rate Payer:			Associated Estates Realty Corp.





	Floating Rate Option:			USD-LIBOR-BBA which means one (1) Month
LIBOR, as determined two (2) London Banking Days
preceding the Reset Dates, as published on page 3750
on TELERATE, as of 11:00 a.m., London time.





	Floating Rate Day


	Count Fraction:	Actual/360





	Floating Rate for


	initial Calculation Period:	to be determined





	Floating Rate Option Reset Dates:	First day of each Calculation Period starting on March
10, 2000. Dates subject to adjustment in accordance
with the Modified Following Business Day
Convention.





	Floating Rate Payer


	Payment Dates:	Monthly, on the 10th of each month, commencing on
April 10, 2000, through and including Termination
Date. Dates subject to adjustment in accordance with
the Modified Following Business Day Convention.





	Compounding:	Not applicable.





	Calculation Agent:	National City Bank





Business Days:





	For purposes of Payment 		New York City


	and Calculation Periods:





	For purposes of Floating 		London


	Rate Reset Dates:





Payment Instructions:	National City Bank will make/receive payments
to/from Associated Estates Realty Corp. by
credit/debit to the account of Associated Estates
Realty Corp. at National City Bank , ABA
#041000124,  Acct. #_____________ (to be
determined)





Optional Early Termination Provisions


	(a)	National City Bank may, at its sole discretion elect to terminate this Swap
Transaction on March 10, 2002, March 10, 2003, March 10, 2004, March 10, 2005,
or March 10, 2006, (the "Optional Early Termination Dates") by delivering to
Associated Estates Realty Corp a notice according to the Procedures for Exercise set
out below.


	(b)	The amount (the "Cash Settlement Amount") that National City Bank should pay to
or receive from the counterparty, as the case may be for terminating the Swap
Transaction on the Optional Early Termination Date shall be calculated on the
Optional Early Termination Date (the "Determination Date"). The Cash Settlement
Amount shall be determined in accordance with the Market Quotation method as
defined in the Agreement, on the basis that the Determination Date is the Early
Termination Date and there are two Affected Parties. The party that would be entitled
to payment upon such termination shall be paid the Cash Settlement Amount, on the
Determination Date, by the other party and the Swap Transaction shall be deemed
terminated.


	(c)	If National City Bank does not elect to exercise its right to terminate the Swap
Transaction on the Optional Early Termination Date, the Swap Transaction shall
continue in full force and effect, subject to such other rights of termination that the
parties may have under the Agreement, until the normal Termination Date and all
obligations under the Swap Transaction are satisfied. 


	(d)	From and after the date of the notice provided for in Procedures for Exercise set out
below Associated Estates Realty Corp may use all reasonable efforts (which shall not
require such party to incur a loss, excluding immaterial, incidental expenses) to
procure a transferee for all of National City Bank's rights and obligations under this
Swap Transaction.


	(e)	At the same time as the notice is provided by National City Bank to Associated
Estates Realty Corp., National City Bank will provide Associated Estates Realty
Corp. with a list of no less than eight (8) financial institutions to which Associated
Estates Realty Corp. may transfer the Swap Transaction without the prior written
consent of National City Bank (a "List"), provided, however, that Associated Estates
Realty Corp. may request the prior written consent to the transfer of the Swap
Transaction to a financial institution not included on the List (which consent National
City Bank may grant or deny at its sole discretion).





	(f)	Any such transfer or assignment must be effective on or before the Optional Early
Termination Date and shall be subject to and conditional upon the negotiation of a
transfer agreement between National City Bank and the transferee containing such
consideration and terms and conditions as are acceptable to National City Bank in its
sole discretion.


	(g)	For the purpose of Section 7 of the Master Agreement, in the event that National City
Bank has not elected to terminate the Swap Transaction, Associated Estates Realty
Corp. shall have a right, once per calendar year, to request a List from National City
Bank.  The provision of the List shall constitute the prior written consent of National
City Bank to a transfer of the Swap Transaction to a financial institution named on
the List, provided that such transfer must be effective on or before ninety (90)
calendar days after the date of delivery of the List by National City Bank to
Associated Estates Realty Corp., and shall be subject to and conditional upon the
negotiation of a transfer agreement between National City Bank and the transferee
containing such consideration and terms and conditions as are acceptable to National
City Bank in its sole discretion.


	(h)	Procedures for Exercise :


		Exercise Period:	Between 9:00 a.m. and 3:00 p.m. on the day that is 12
months prior to the Optional Early Termination Date.





	Please confirm your acceptance of the above terms by executing this letter agreement.











	FOR:	NATIONAL CITY BANK		FOR:	ASSOCIATED ESTATES 


								REALTY CORP.





	BY:	/s/ Andrew Dunham			BY:	/s/ Kathleen L. Gutin	


		J. Andrew Dunham				Kathleen L. Gutin, VP & CFO


		Sr. Vice President








	Transaction introduced


	by NatCity Investments Inc.











VIA FAX


March 8, 2000





Gregory Golz


Associated Estates Realty Corp.


5205 Swetland Court


Richmond Heights, OH 44143


PHONE: (708) 771-2969


FAX: (708) 771-2968








Re: USD 10,635,427.00 Interest Rate Swap # 3101








Dear Mr. Golz:





The purpose of this letter is to confirm the terms and conditions of the Swap Transaction entered
into between National City Bank and Associated Estates Realty Corp. on the Trade Date
specified below (the "Swap Transaction").  This letter agreement constitutes a "Confirmation"as
referred to in the Swap Agreement specified below.





The definitions and provisions contained in the 1991 ISDA Definitions, the 1998 Supplement
thereto (the "Definitions") and the 1992 ISDA Master Agreement (as published by the
International Swap Dealers Association, Inc.) (the "Master Agreement") are incorporated into
this Confirmation. In the event of any inconsistency between this Confirmation and the
Definitions or the Swap Agreement, this Confirmation will govern.





	1.	 If you and we are parties to a Master Agreement and National City Bank Schedule to the
Master Agreement that set forth the general terms and conditions applicable to Swap
Transactions between us (a "Swap Agreement"), this Confirmation supplements, forms a
part of and is subject to, such Swap Agreement.  If you and we are not yet parties to a
Swap Agreement, this Confirmation will supplement, form a part of, and be subject to,
the Swap Agreement upon its execution and delivery by you and us. All provisions
contained or incorporated by reference in such Swap Agreement shall govern this
Confirmation except as expressly modified below. Until a Swap Agreement has been
executed, this Confirmation will itself evidence a complete and binding agreement
between you and us as to the terms and conditions of the Swap Transaction to which this
Confirmation relates.





		This Confirmation will be governed by and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this
provision will be superseded by any choice of law provision in the Swap Agreement.





	2.	This Confirmation constitutes a Swap Transaction under the Swap Agreement and the
terms of the Swap Transaction to which this Confirmation relates are as follows:





	Notional Amount:			USD 10,635,427.00





	Amortization Schedule:		Attached





	Trade Date:				March 8, 2000





	Effective Date:			March 1, 2000





	Termination Date:	May 1, 2007. Date subject to adjustment in
accordance with the Modified Following Business
Day Convention  and Optional Early Termination
Provisions.


Fixed Amounts:





	Fixed Rate Payer:			National City Bank





	Fixed Rate:				7.080%





	Fixed Rate Day 


	Count Fraction:	Actual/360





	Fixed Rate Payer


	Payment Dates:	Monthly, on the 1st of each month, commencing on
April 1, 2000, through and including Termination
Date.  Dates subject to adjustment in accordance
with the Modified Following Business Day
Convention. 








Floating Amounts:





	Floating Rate Payer:			Associated Estates Realty Corp.





 	Floating Rate Option:			USD-LIBOR-BBA which means one (1) Month
LIBOR, as determined two (2) London Banking
Days preceding the Reset Dates, as published on
page 3750 on TELERATE, as of 11:00 a.m.,
London time.





	Floating Rate Day


	Count Fraction:	Actual/360





	Floating Rate for


	initial Calculation Period:	to be determined





	Floating Rate Option Reset Dates:	First day of each Calculation Period starting on
March 1, 2000. Dates subject to adjustment in
accordance with the Modified Following Business
Day Convention. 





	Floating Rate Payer


	Payment Dates:	Monthly, on the 1st of each month, commencing on
April 1, 2000, through and including Termination
Date. Dates subject to adjustment in accordance
with the Modified Following Business Day
Convention. 





	Compounding:	Not applicable.





	Calculation Agent:	National City Bank





Business Days:





	For purposes of Payment		New York City


	and Calculation Periods:





	For purposes of Floating		London


	Rate Reset Dates:








Payment Instructions:	National City Bank will make/receive payments
to/from Associated Estates Realty Corp. by
credit/debit to the account of Associated Estates
Realty Corp. at National City Bank , ABA
#041000124,  Acct. #_____________ (to be
determined)


Optional Early Termination Provisions


	(a)	National City Bank may, at its sole discretion elect to terminate this Swap
Transaction on March 1, 2002, March 1, 2003, March 1, 2004, March 1, 2005, or
March 1, 2006, (the "Optional Early Termination Dates") by delivering to Associated
Estates Realty Corp a notice according to the Procedures for Exercise set out below.





	(b)	The amount (the "Cash Settlement Amount") that National City Bank should pay to
or receive from the counterparty, as the case may be for terminating the Swap
Transaction on the Optional Early Termination Date shall be calculated on the
Optional Early Termination Date (the "Determination Date"). The Cash Settlement
Amount shall be determined in accordance with the Market Quotation method as
defined in the Agreement, on the basis that the Determination Date is the Early
Termination Date and there are two Affected Parties. The party that would be entitled
to payment upon such termination shall be paid the Cash Settlement Amount, on the
Determination Date, by the other party and the Swap Transaction shall be deemed
terminated.


	(c)	If National City Bank does not elect to exercise its right to terminate the Swap
Transaction on the Optional Early Termination Date, the Swap Transaction shall
continue in full force and effect, subject to such other rights of termination that the
parties may have under the Agreement, until the normal Termination Date and all
obligations under the Swap Transaction are satisfied. 


	(d)	From and after the date of the notice provided for in Procedures for Exercise set out
below Associated Estates Realty Corp may use all reasonable efforts (which shall not
require such party to incur a loss, excluding immaterial, incidental expenses) to
procure a transferee for all of National City Bank's rights and obligations under this
Swap Transaction.


	(e)	At the same time as the notice is provided by National City Bank to Associated
Estates Realty Corp., National City Bank will provide Associated Estates Realty
Corp. with a list of no less than eight (8) financial institutions to which Associated
Estates Realty Corp. may transfer the Swap Transaction without the prior written
consent of National City Bank (a "List"), provided, however, that Associated Estates
Realty Corp. may request the prior written consent to the transfer of the Swap
Transaction to a financial institution not included on the List (which consent National
City Bank may grant or deny at its sole discretion).





	(f)	Any such transfer or assignment must be effective on or before the Optional Early
Termination Date and shall be subject to and conditional upon the negotiation of a
transfer agreement between National City Bank and the transferee containing such
consideration and terms and conditions as are acceptable to National City Bank in its
sole discretion.


	(g)	For the purpose of Section 7 of the Master Agreement, in the event that National City
Bank has not elected to terminate the Swap Transaction, Associated Estates Realty
Corp. shall have a right, once per calendar year, to request a List from National City
Bank.  The provision of the List shall constitute the prior written consent of National
City Bank to a transfer of the Swap Transaction to a financial institution named on
the List, provided that such transfer must be effective on or before ninety (90)
calendar days after the date of delivery of the List by National City Bank to
Associated Estates Realty Corp., and shall be subject to and conditional upon the
negotiation of a transfer agreement between National City Bank and the transferee
containing such consideration and terms and conditions as are acceptable to National
City Bank in its sole discretion.


	(h)	Procedures for Exercise :


		Exercise Period:	Between 9:00 a.m. and 3:00 p.m. on the day that is 12
months prior to the Optional Early Termination Date.





	Please confirm your acceptance of the above terms by executing this letter agreement.











	FOR:	NATIONAL CITY BANK		FOR:	ASSOCIATED ESTATES 


								REALTY CORP.








	BY:	/s/ J. Andrew Dunham		BY:	/s/ Kathleen L. Gutin	


		J. Andrew Dunham				Kathleen L. Gutin, VP & CFO


		Sr. Vice President








	Transaction introduced


	by NatCity Investments Inc.






















































OPEN-END MORTGAGE DEED AND SECURITY AGREEMENT (Second Mortgage)



(MAXIMUM PRINCIPAL INDEBTEDNESS NOT TO EXCEED $10,000,000)






from






ASSOCIATED ESTATES REALTY CORPORATION






to






NATIONAL CITY BANK









February 16, 2000





























				Property:  Portage Towers


						 Cuyahoga Falls, Summit County, Ohio


						 


					  












OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT



OF RENTS AND LEASES



Second Mortgage






(MAXIMUM PRINCIPAL INDEBTEDNESS NOT TO EXCEED $10,000,000)








		This Open-End Mortgage, Security Agreement and
Assignment of Rents and Leases (this "Mortgage") is made as of
February 16, 2000, by ASSOCIATED ESTATES REALTY CORPORATION, an
Ohio corporation having its principal place of business at 5025
Swetland Court, Cleveland, Ohio  44143-1467 ("Grantor"), in favor
of NATIONAL CITY BANK, a national banking association having an
address at National City Center, 1900 East Ninth Street,
Cleveland, Ohio 44114 ("Mortgagee").






RECITALS





	A.	Grantor and Mortgagee are parties to that certain
Master Agreement, dated of even date herewith (which, together
with all schedules thereto and with all confirmations and other
documents, instruments and agreements now or at any time
hereafter to be executed and delivered in accordance with the
terms thereof, is referred to as the "Master Agreement"), and to
a related Credit Support Annex, also dated of even date (the
"Annex"; the Master Agreement and the Annex, together with any
and all modifications, amendments and supplements thereto and any
and all other documents, instruments and agreements hereafter
executed in connection therewith, and all modifications and
amendments to any of the foregoing, are collectively referred to
as the "Swap Documents").





	B.	Mortgagee has required, as a condition to entering into
and performing its obligations under the Swap Documents, that
Guarantor execute and deliver this Mortgage to secure Grantor's
obligations to the Bank under or in respect of the Swap
Documents.





		NOW, THEREFORE, for Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and for the purpose of inducing Mortgagee to
enter into and to perform its obligations under the Swap
Documents, Grantor hereby mortgages and grants a security
interest in favor of Mortgagee, its successors and assigns
forever, in and to the following described real and personal
property, all of which is hereinafter sometimes collectively
called the "Mortgaged Property":





		(a)  All of that certain land situated in the City of
Cuyahoga Falls, Summit County, Ohio, which is more particularly
described on Exhibit A attached hereto and made a part hereof
(the "Land"); 





		(b)  All buildings and improvements of every kind and
description now or hereafter erected or placed upon the Land (the
"Improvements") (the Land and the Improvements are sometimes
collectively referred to herein as the "Real Property");





		(c)  All materials now or hereafter delivered to or
located upon the Land and intended for construction,
re-construction, alteration or repair of the Improvements, all of
materials shall be deemed to be included within the Mortgaged
Property immediately upon the delivery thereof to the Land;





		(d)  All fixtures and articles of personal property
owned by Grantor and now or hereafter attached to or contained in
and used in connection with the Real Property, including, but not
limited to, all elevators, all heating, ventilating and
air-conditioning equipment, all furniture, appliances, apparatus,
machinery, motors, escalators, storm windows and doors,
electrical and office equipment and other furnishings, and all
plumbing, lighting, cleaning, snow removal, lawn, landscaping,
incinerating, firefighting and sprinkler equipment and fixtures
and appurtenances thereto, and all renewals or replacements
thereof or articles in substitution therefor, whether or not the
same are or shall be attached to the Real Property, it being the
mutual intent of Grantor and Mortgagee that the foregoing shall,
so far as permitted by law, be deemed to be fixtures and a part
of the Real Property;





		(e)  All right, title and interest of Grantor in and to
the land lying in the streets and any ways, public or private, in
front of, along the side of and to the rear of and adjoining the
Land;





		(f)  All rights, privileges, tenements, hereditaments,
and easements appurtenant to, or in any way now or hereafter
appertaining, to the Real Property and the reversion and
reversions and remainder and remainders thereof;





		(g)  All right, title, and interest now owned or
hereafter acquired by Grantor in and to any greater estate in the
Real Property; 





		(h)  All interests, estates, or other claims, both in
law and in equity, which Grantor now has or hereafter may acquire
in and to the Real Property; 


  


		(i)  All leases, written or oral, and all agreements
for use or occupancy of all or any portion of the Real Property,
together with any and all extensions and renewals thereof and any
and all further leases, subleases, lettings or agreements
(including subleases thereof and tenancies following attornment)
upon or covering use or occupancy of all or any part of the Real
Property (all such leases, agreements, subleases, and tenancies
sometimes collectively referred to herein as the "Leases" and
sometimes individually as a "Lease");





		(j)  All of the rents, income, receipts, revenues,
issues and profits now due or which may become due or to which
Grantor may now or hereafter (including during the period of
redemption, if any, following foreclosure of this Mortgage)
become entitled or may demand or claim, arising or issuing from
or out of the Leases or from or out of the Real Property or any
part thereof, including but not limited to:  security deposits,
minimum rents, additional rents, parking rents, deficiency rents
and liquidated damages following default, any premium payable by
any tenant upon the exercise of a cancellation privilege
contained in its Lease; all proceeds payable under any policy of
insurance covering loss of rents resulting from untenantability
caused by destruction or damage to the Improvements; any and all
rights and claims of any kind which Grantor has or hereafter may
have against the tenants under the Leases and any subtenants and
other occupants of the Real Property; any award granted Grantor
after the date hereof in any court proceeding involving any
tenant in any bankruptcy, insolvency, or reorganization
proceedings in any state or federal court; and any and all
payments made by any tenant in lieu of rent (any and all such
moneys, rights and claims identified in this paragraph referred
to herein sometimes as the "Rents" and sometimes as the "Rent");





		(k)  All awards and other compensation for any taking
by eminent domain, or by any proceeding of purchase in lieu
thereof, either permanent or temporary, of all or any part of the
Real Property, or any easement or appurtenance thereof, including
severance and consequential damage and change in grade of
streets; 





		(l)  All proceeds of all insurance now or hereafter
carried by, or payable to, Grantor with respect to the Mortgaged
Property, or otherwise now or hereafter payable with respect to
any loss or damage of the Mortgaged Property, and all claims or
demands with respect thereto; 





		(m)  All right, title, and interest of Grantor in and
to any management agreement pertaining to the Real Property and
all cash payments to be made to or for the account of Grantor
pursuant thereto and any other proceeds thereof; 





		(n)  All right, title and interest of Grantor in and to
any leases for equipment now or hereafter located at or used in
connection with the Real Property, including without limitation
all leases for office equipment, maintenance and operating
equipment, recreational equipment and fixtures, telephone
equipment, furniture, and furnishings; and 





		(o)  All permits, licenses and franchises, and all
contract rights and other intangibles now or hereafter owned by
Grantor and relating to the ownership, construction, use,
operation, or development of the Real Property, including,
without limitation, any plans, specifications, and drawings
pertaining to the development thereof, and contracts with
architects and contractors.    





		TO HAVE AND TO HOLD, all and singular, the above
granted Mortgaged Property, real and personal, unto Mortgagee,
its successors and assigns, forever.  





		And Grantor does hereby covenant with Mortgagee, its
successors and assigns, that at and until the ensealing of these
presents, Grantor is well seized of the Real Property as a good
and indefeasible estate in FEE SIMPLE and has good, merchantable
title to the portion of the Mortgaged Property which is
personalty, and has good right to bargain and sell the Mortgaged
Property in manner and form as is above written, and that the
same are free from all liens and encumbrances whatsoever
(including, with respect to the fixtures and personal property
included within the Mortgaged Property, security interests,
conditional sales contracts, title retention financing devices
and anything of a similar nature) except the lien of taxes and
assessments which are not yet due and payable, the lien of the
First Mortgage and the First Mortgage Documents (as defined
below) and those matters approved by Mortgagee in connection with
the transactions contemplated hereby (the "Permitted
Encumbrances"), and that Grantor hereby does WARRANT and WILL
DEFEND the same unto Mortgagee, its successors and assigns
forever, against all lawful claims and demands whatsoever, except
as above set forth.





		To secure the following (collectively, the
"Obligations"):





		(i)  Prompt payment, as and when due, of all of
Grantor's obligations under or in respect of any of the Swap
Documents, or in respect of any of the Transactions (as defined
in the Master Agreement), including without limitation any
obligation or liability of Borrower which may arise or be
occasioned by (A) any agreement, device or arrangement now or
hereafter effected under or in connection with any of the Swap
Documents to protect Grantor from interest-rate fluctuations,
including without limitation dollar-denominated or cross-currency
exchange agreements, interest-rate caps, collars or floors,
forward-rate currency or exchange-rate options, puts, warrants,
swaps or "lock" agreements; (B) any other interest rate hedging
transactions effected under or as contemplated by the Swap
Documents; and (C) any and all cancellations, buy-backs,
reversals, terminations or assignments of any of the foregoing
agreements, devices or arrangements;





		(ii)  Prompt payment of all other sums which are or
which may become due pursuant to the terms of this Mortgage;





		(iii)  Unpaid balances of advances made by Mortgagee
with respect to the Mortgaged Property for the payment of taxes,
assessments, and insurance premiums and for costs incurred for
the protection of the Mortgaged Property, as provided in Section
5301.233 of the Ohio Revised Code; and





		(iv)  Performance and observance of each covenant and
agreement of Grantor contained herein or in any other Transaction
Document (defined below).





		AND FURTHERMORE, Grantor does hereby further covenant
and agree as follows:





		1.  Payment and Performance of Obligations.  Grantor
shall pay and perform the Obligations, and shall observe, perform
and discharge all covenants, agreements and undertakings of
Grantor hereunder, and under all of the Swap Documents and under
any and all other documents, instruments or agreements now or
hereafter evidencing, confirming or securing all or any portion
of Grantor's obligations under or pursuant to the Swap Documents
(the Swap Documents, this Mortgage and all such other documents,
instruments and agreements being collectively referred to as the
"Transaction Documents").





		2.  Insurance.  (a)  At all times until the Obligations
shall be paid in full and discharged, Grantor shall procure and
maintain the following insurance coverage:





		(i)  comprehensive general public liability insurance
covering the legal liability of Grantor against claims for
bodily injury and/or property damage arising out of the use,
maintenance and/or operation of the Mortgaged Property and
all areas appurtenant thereto and/or the conduct of
Grantor's business in such amounts as Mortgagee may
reasonably require but in no event less than $3,000,000 for
personal injury or death to one person, $5,000,000 for
personal injury or deaths in one accident and $3,000,000 for
property damage;





		(ii)  "Broad form/special perils" insurance on any
Mortgaged Property and all Improvements and all items of
personal property and fixtures located on or included within
the Mortgaged Property against loss by fire or other hazards
(including vandalism and malicious mischief) in an amount
not less than the full insurable value of the Improvements
and all items of personal property and fixtures located on
or included within the Mortgaged Property;





		(iii)  During any time that the Real Property is in an
area which is considered or designated as a special flood
hazard area by the Federal Emergency Management Agency,
Grantor will also maintain flood insurance (in accordance
with the National Flood Insurance Act of 1968, as amended by
the Flood Disaster Protection Act of 1973 and all amendments
thereto and all successor or replacement legislation)
covering the Improvements and all items of personal property
and fixtures included within the Mortgaged Property against
loss or damage by flood, in an amount equal to the lesser of
the replacement cost of the foregoing items or the maximum
coverage available in respect of the Mortgaged Property; and





		(iv)  Such other insurance covering such other
casualties, risks, perils, liabilities and other hazards as
may reasonably be required by Mortgagee by reason of the
type of, uses of, or location of the Mortgaged Property, all
in amounts reasonably satisfactory to Mortgagee. 





		(b)  The following requirements shall be applicable to
the insurance required to be maintained pursuant to the
provisions of Subsection 2(a) of this Mortgage:





		(i)  All insurance policies and endorsements required
by this Section 2 shall be issued by companies licensed to
do business in the State of Ohio (with a rating of "A,
Class VIII" or better by Best's Key Rating Guide for
property and liability companies, without reference to the
financial strength of any parent or affiliated company or of
any reinsurer).





		(ii)  The insurance policies referred to in
Subsection 2(a)(ii) shall not contain any coinsurance
provision without Mortgagee's approval.  If Mortgagee
approves the existence and form of any coinsurance
provision, such policies shall be in such amount as will
satisfy such co-insurance provisions and shall contain an
agreed-amount endorsement acceptable to Mortgagee, which
endorsement shall be updated not less often than annually or
at such more frequent intervals as may be required by the
issuer of such policies.





		(iii)  All insurance policies and endorsements required
by this Section 2 must contain an express provision or
endorsement which states the substance of the following in a
manner acceptable to Mortgagee:  "The policy of insurance
shall not be cancelled, permitted to lapse by reason of
non-renewal, altered, changed, amended or modified, nor
shall any coverage therein be reduced, deleted, amended,
modified, changed, or cancelled by either the party named as
the insured, or the insurance company issuing this policy,
without at least 30 days' prior written notice having been
given to National City Bank."





		(iv)  The insurance policies referred to in
Subsections 2(a)(i) and 2(a)(ii) shall contain a non-contributory standard mortgagee clause acceptable to
Mortgagee, providing for losses to be payable to Mortgagee,
a waiver of subrogation endorsement, and replacement cost or
equivalent clauses or endorsements acceptable to Mortgagee. 





		(v)  The insurance policies referred to in
Subsection 2(a) which provide coverage for liability to
third parties shall name Mortgagee as an "additional
insured".





		(vi)  No policy of insurance required to be maintained
pursuant to the terms of this Mortgage may contain a
deductible in excess of $50,000 except for required flood
and earthquake coverage which shall not contain a deductible
in excess of $500,000.  In complying with the insurance
provisions of this Mortgage, Grantor shall be permitted to
deliver blanket policies of insurance to satisfy the
insurance requirements of this Section 2, provided such
policies show the address of the Mortgaged Property and
specifically identify the limits of coverage applicable to
the Mortgaged Property.





		(vii)  Grantor shall deposit with Mortgagee the
original insurance policies (or duplicate copies thereof
with original endorsements extending the coverages to
Mortgagee) providing all coverages required by Section 2 of
this Mortgage.   Not less than ten (10) days prior to the
expiration of any such policy, Grantor will submit to
Mortgagee evidence showing continuing or replacement
coverages in compliance with the foregoing insurance
requirements.





		(c)  Grantor shall immediately notify both the insurers
and Mortgagee of any change of title or use, physical damage,
additional improvements or other factors pertaining to the
Mortgaged Property which may affect any insurance policy or
coverage provided thereunder.





		(d)  Upon failure by Grantor to comply with the
requirements of this Section 2, Mortgagee may, in its discretion
(but shall not be obligated to), procure any insurance required
hereunder in the amounts required above after providing Grantor
with prior written notice of its election to do so, and may pay
the premiums due therefor.  Any amounts so paid by Mortgagee
shall become immediately due and payable to Mortgagee by Grantor,
and shall be secured by this Mortgage.  The delivery to Mortgagee
of any policy of insurance hereunder or renewals thereof (or
certified copies of such policies or renewals) shall constitute
an assignment to Mortgagee of all unearned premiums thereon as
further security for the payment of the Obligations.  If any
foreclosure action or other proceeding hereunder is successfully
maintained by Mortgagee, all right, title, and interest of
Grantor in or to any policy or policies of insurance then in
force shall vest in Mortgagee insofar as such policy or policies
apply to the Mortgaged Property.





		3.  Impositions and Insurance Premiums.  (a) Grantor
shall (i) pay, or cause to be paid, not later than the last day
on which the same may be paid without penalty or interest, all
real estate taxes, general and special assessments, water and
sewer rents, rates, charges, impositions and liens (collectively,
"Impositions") which now or hereafter are imposed by law upon the
Mortgaged Property, and (ii) pay, or cause to be paid, not less
than thirty (30) days prior to the date on which each such policy
of insurance would be subject to cancellation or non-renewal for
failure to pay premiums therefor, all premiums becoming payable
on all insurance required by the terms of Section 2 of this
Mortgage to be maintained by Grantor with respect to the
Mortgaged Property ("Insurance Premiums").  Grantor shall furnish
to Mortgagee evidence satisfactory to Mortgagee of payment of the
Impositions and the Insurance Premiums promptly after Mortgagee's
request therefor from time to time.  Provided that Grantor is not
then in default, Grantor shall have the right to contest the
validity or amount of any Imposition by appropriate proceedings
diligently conducted in good faith, subject to the provisions of
Subsection 8(c).





		(b)  In the event of the passage after the date of this
Mortgage of any federal, state, municipal, or other governmental
law, order, rule, or regulation deducting from the value of the
Mortgaged Property, for the purpose of taxation, any lien
thereon, taxing the lien, or in any manner changing or modifying
the laws now in force governing the taxation of mortgages or
debts secured by mortgages or the manner of collecting taxes so
as to impose a tax hereon or otherwise adversely to affect
Mortgagee, this Mortgage or the Obligations, Grantor shall pay
the amount of such taxes if it may lawfully do so or shall (in
the event that Grantor may not lawfully pay any such amount)
provide Mortgagee with  substitute collateral having a collateral
value and utility substantially equivalent to those afforded to
Mortgagee by this Mortgage and otherwise reasonably acceptable to
Mortgagee.





		4.  The First Mortgage.  Grantor and (by its acceptance
hereof) Mortgagee acknowledge that the Mortgaged Property is
subject to the lien and operation of (a) that certain Open End
Mortgage, Security Agreement and Assignment of Rents and Leases
from Grantor in favor of Mortgagee, dated as of November 15,
1999, recorded as instrument no. 54364309 in the real property
records of Summit County, Ohio (the "First Mortgage"); (b) an
Assignment of Leases, Rents, Contracts, Income and Proceeds from
Grantor in favor of Mortgagee also dated as of November 15, 1999,
and recorded as instrument no. 54364310, aforesaid records; and
(c) a Uniform Commercial Code Financing Statement from Grantor as
Debtor to Mortgagee as Secured Party, recorded as instrument no.
54364311, page 001, aforesaid records.  The First Mortgage, the
aforementioned Assignment and the Financing Statement are
collectively referred to as the "First Mortgage Documents."
Grantor covenants and agrees to observe, perform and discharge
all of its obligations under the First Mortgage Documents as and
when required thereby, and acknowledges that the occurrence of
any event of default under the First Mortgage Documents which
remains uncured following the expiration of the applicable period
of notice or grace set forth therein shall constitute an Event of
Default hereunder.  Mortgagee acknowledges by its acceptance
hereof that this Mortgage and all of Mortgagee's rights hereunder
are subject to the rights of the holder of the First Mortgage.





		5.  Damage or Destruction.  (a) Provided that there is
then no uncured Event of Default (as defined below) hereunder:
(i) Grantor shall have the absolute right with respect to any
damage to the Mortgaged Property resulting in a claim against
Grantor's insurance in an amount under Two Hundred Fifty Thousand
Dollars ($250,000), and (ii) Grantor and Mortgagee in all other
cases shall both have the right, to participate in the
settlement, adjustment or compromise of any claims for loss or
destruction under any policy or policies of insurance.  Subject
to the provisions of Subsection 5(c) below, the insurance loss
proceeds shall be delivered to Mortgagee and be applied, subject
to the terms herein, without penalty or premium, to the
outstanding Obligations which are then due and payable under any
of the Transaction Documents, unless Mortgagee elects to make
such proceeds available for restoration purposes.





		(b)  Any proceeds not required to be used for
restoration shall be applied to pay off or reduce the unpaid
balance of the Obligations as hereinafter provided.  Such
proceeds shall, promptly after receipt by Mortgagee, be applied
by Mortgagee, first, to pay the actual costs, fees and expenses,
if any, incurred in connection with the adjustment of the loss,
and, second, to reduction of the Obligations in such order or
manner as Mortgagee may, in its discretion, determine, with any
excess held by it over the amount of the Obligations to be
returned to Grantor or any party entitled thereto without
interest.





		(c)  Notwithstanding anything herein to the contrary
and provided that there is no uncured Event of Default, Grantor
shall have the absolute right to apply the insurance proceeds for
any loss valued at under Two Hundred Fifty Thousand Dollars
($250,000) to the restoration or replacement of the Improvements
and or any personal property or fixtures located on the Real
Property, provided that Grantor gives Mortgagee notice of the
destruction and amount of damage thereof.  In addition,
notwithstanding anything herein to the contrary, in the event of
destruction in an amount greater than Two Hundred Fifty Thousand
Dollars ($250,000.00), the insurance proceeds shall be applied in
payment of the restoration or replacement of any Improvements and
personal property or fixtures located on the Real Property
without in any way affecting the lien of this Mortgage or the
obligation of Grantor or any other person for payment of the
Obligations, provided (x) that there shall then be no uncured
Event of Default, and (y) that all such damage can, using
reasonable diligence, be restored to a condition substantially
equivalent to that which existed immediately prior to the
occurrence of such casualty within a reasonable time thereafter.





		(d)  Grantor shall, at its sole cost and expense, and
without regard to whether the insurance proceeds shall be
sufficient for such purpose, restore, repair, replace, and
rebuild the Mortgaged Property as nearly as possible to its
value, condition and character immediately prior to such damage
or destruction.  In such event, all insurance proceeds paid to
Grantor on account of such damage or destruction, less the actual
costs, fees and expenses, if any, incurred in connection with
adjustment of the loss, shall be released by Mortgagee to be
applied to payment (to the extent of actual restoration
performed) of the cost of such restoration.  If the insurance
proceeds are so made available by Mortgagee for restoration, any
surplus which may remain out of said proceeds after payment of
the cost of restoration shall, at the option of Mortgagee, be
applied to the Obligations or be paid to any party entitled
thereto and under the conditions that Mortgagee may require.
Insurance proceeds shall be applied to the cost of restoration
and released to or at the direction of Grantor pursuant to
Mortgagee's standard and customary construction disbursement
requirements, including without limitation as follows:





		(i)  Grantor shall submit to Mortgagee, promptly after
the date of such damage or destruction, complete plans and
specifications for the restoration.  The plans and
specifications shall be subject to the approval of
Mortgagee.  Mortgagee shall, within thirty (30) days after
submission thereof, either approve the plans and
specifications or serve written notice upon Grantor of
disapproval thereof, setting forth Mortgagee's objections
thereto.





		(ii)  Grantor shall submit to Mortgagee for approval a
copy of all material contracts and agreements relating to
the restoration.





		(iii)  Once a month or at any other time as may be
agreed upon during the progress of the restoration, and upon
the written request of Grantor, Mortgagee shall, from the
insurance proceeds and subject to the conditions described
below, pay to Grantor an amount equal to ninety percent
(90%) of the payment to be made for all work done, materials
supplied and services rendered in respect of such
restoration during such month or other period.  At the
completion of the restoration, the balance of the insurance
proceeds to the extent of and as required to complete the
payment of the cost of Restoration shall be paid to Grantor.





		(iv)  Grantor shall submit to Mortgagee the following
at the time of each request for an advance, which shall be
conditions precedent to payment:





							A.  A certificate signed by Grantor and Grantor's
architect or engineer (whichever is appropriate)
providing that:





										1.  The sum then requested either has been
paid by Grantor or is justly due to contractors,
subcontractors, materialmen, engineers, architects
or other persons who have rendered services or
furnished materials for the restoration therein
specified; the names and addresses of such
persons, a brief description of such services and
materials, the amounts so paid or due to each of
said persons in respect thereto; that no part of
such expenditures has been or is being made the
basis, in any previous or then pending request,
for the withdrawal of insurance money or has been
made out of the proceeds of insurance received by
Grantor; and that the sum then requested does not
exceed the value of the services and materials
described in the certificate.





										2.  Except for the sum requested in such
certificate, retention payments and sums
reasonably disputed by Grantor in connection with
the restoration, there is no outstanding
indebtedness known to the person signing such
certificate, after due inquiry, for labor, wages,
materials, supplies or services in connection with
the restoration which, if unpaid, might become the
basis of a vendor's, mechanic's, laborer's, or
materialmen's statutory or similar lien upon the
Mortgaged Property or any part thereof.





										3.  The cost, as estimated by the persons
signing such certificate, to complete the
restoration subsequent to the date of such
certificate, does not exceed the amount of the
insurance proceeds, plus any amount deposited by
Grantor with Mortgagee to defray such cost and
remaining in the hands of Mortgagee after payment
of the sum requested in such certificate.





										4.  The restoration so far completed is in
substantial accordance with the plans and
specifications therefor and any change orders
approved, in writing, by Mortgagee.





							B.  A title report or endorsement by a title
company acceptable to Mortgagee or any other evidence
reasonably satisfactory to Mortgagee showing that there
has not been filed with respect to the Mortgaged
Property or the Land any vendor's, mechanic's,
laborer's, materialmen's or other similar lien which
has not been discharged of record, except that which
will be discharged by payment of the amount then
requested.





		(v)  During the restoration, Mortgagee, and any
architect, engineer or other representative whom Mortgagee
may select to act on its behalf, may inspect the
restoration.  Grantor shall keep on the building site copies
of all plans, shop drawings and specifications relating to
the restoration and permit Mortgagee or its architect,
engineer or other representative to examine such plans,
drawings and specifications at all reasonable times, or, in
the alternative, shall furnish Mortgagee with copies
thereof.  If during the restoration, Mortgagee or its
architect, engineer or other representative, determines that
the materials do not substantially conform to the approved
specifications or that the Mortgaged Property is not being
restored in accordance with the approved plans (including
any change orders approved, in writing, by Mortgagee),
notice shall be given to Grantor specifying in detail the
particular deficiency, omission or other respect in which it
is claimed that the restoration does not conform with such
plans and specifications as approved.  Upon the receipt of
any such notice and a copy of any report or inspection upon
which such notice is based, Grantor shall take all necessary
action to correct any such deficiencies, omissions or
otherwise, and if necessary for the purpose of effectuating
such corrections, shall immediately remove such materials,
replace such construction and furnish materials in
accordance with such plans and specifications or with
materials of equal quality as those provided for in such
plans and specifications.





		(e)  If, while any insurance proceeds are being held by
Mortgagee to reimburse Grantor for the cost of rebuilding or
restoration of the Mortgaged Property, an event of default shall
occur under any Swap Document, Mortgagee shall be entitled to
apply all such insurance proceeds then held by it in reduction of
the Obligations in such order and manner as Mortgagee may, in its
discretion, determine, and any excess held by it over the amount
of the Obligations shall be returned to Grantor or any party
entitled thereto without interest.





		(f)  If the Mortgaged Property is sold following
foreclosure or if Mortgagee acquires title to the Mortgaged
Property, Mortgagee shall have all the right, title and interest
of Grantor in and to any proceeds resulting from any damage to
the Mortgaged Property prior to such sale or acquisition.





		  6.	No Further Encumbrances; No Disposition.  Grantor
shall not, except for occupancy leases entered into in the
ordinary course of Grantor's business and utility easements
serving the Mortgaged Property, make, create, or suffer to be
made or created any sale, transfer, conveyance, assignment or
further encumbrance of the Mortgaged Property, or any part
thereof, or any interest therein or any contract or agreement to
do any of the same without Mortgagee's prior written consent,
which consent may be withheld in Mortgagee's sole and absolute
discretion. A sale, transfer, conveyance or assignment means the
conveyance by Grantor of any legal or equitable right, title or
interest in the Mortgaged Property, or any part thereof, whether
such conveyance is voluntary or involuntary, by outright sale,
deed, installment sale contract, land contract, lease option
contract, or any other method of transferring any interest in
real property.  Any encumbrance means a lien, mortgage or any
other encumbrance subordinate to this Mortgage.  Further, in the
event of default under any of the provisions of this Section 6,
Mortgagee may, without notice to Grantor, deal with such
successor or successors in interest with reference to this
Mortgage, the Obligations and the Transaction Documents and in
the same manner as with Grantor.





		  7.	Condemnation.  Grantor shall promptly notify
Mortgagee of any action or proceeding relating to any
condemnation or other taking, whether direct or indirect of the
Mortgaged Property, or part thereof, and Grantor shall appear in
and prosecute any such action or proceedings unless otherwise
directed by Mortgagee in writing.  Grantor authorizes Mortgagee
at Mortgagee's option, as attorney in fact for Grantor, (which
authorization shall be irrevocable, being coupled with an
interest in the Mortgaged Property for the duration of this
Mortgage) to commence, appear in and prosecute, in Mortgagee's or
Grantor's name, any action or proceeding relating to any
condemnation or other taking of the Mortgaged Property, whether
direct or indirect, and to settle or compromise any claim in
connection with such condemnation or other taking; provided,
however, that Mortgagee shall not settle or compromise any claim
without the consent of Grantor, which consent shall not be
unreasonably withheld, unless there shall then be an uncured
Event of Default (in which case the Mortgagee may grant or
withhold its consent in its sole discretion).  The proceeds of
any award, payment or claim for damages, direct or consequential,
in connection with any condemnation or other taking, whether
direct or indirect, of the Mortgaged Property or any part
thereof, or for conveyance in lieu of condemnation, are hereby
assigned to and shall be paid to Mortgagee; and all condemnation
money so received shall be forthwith applied by Mortgagee to the
restoration of the Mortgaged Property, subject to all of the
conditions for restoration of the Mortgaged Property set forth in
Section 5 hereof, or otherwise to the payment of the Obligations,
with any surplus being payable to Grantor.





		8.  Maintenance, Alterations and Compliance.  (a)
  Grantor will at all times:  (i) maintain the Mortgaged Property
in good repair, free from waste or nuisance of any kind, and will
make (or cause to be made) all repairs, replacements,
improvements and additions which may be necessary to preserve and
so maintain the Mortgaged Property; (ii) comply with all
applicable laws, ordinances and regulations affecting the
Mortgaged Property and its use; (iii) except as otherwise agreed
by Mortgagee in writing, not alter, destroy or remove any of the
Improvements, fixtures or personal property included within the
Mortgaged Property or permit the Mortgaged Property to be
altered, destroyed or removed by any other person (except for
repairs and replacements in the ordinary course of Grantor's
business which do not materially and adversely effect the value
of the Mortgaged Property); (iv) complete in a good and
workmanlike manner any Improvement which is being or may be
constructed or repaired thereon; and (v) pay when due all claims
for labor performed and material furnished to the Real Property
and immediately will remove any lien of mechanics or materialmen
or any judgment lien which attaches to the Mortgaged Property.





		(b)  Grantor represents that all certificates,
licenses, and permits (herein collectively "Permits") required by
applicable laws, ordinances, codes and regulations for the
operation of the Mortgaged Property as currently being operated
and for the uses to which it currently is devoted are presently
in full force and effect.  Grantor shall keep, or cause to be
kept, all Permits now or hereafter required in full force and
effect and to obtain renewals thereof, and to furnish, upon
request, copies thereof to Mortgagee, before expiration.





		(c)  Notwithstanding the provisions of Subsection 8(a)
hereof, Grantor may, at its own expense and after prior written
notice to Mortgagee, contest in good faith the validity or the
amount of any lien otherwise required to be discharged
immediately by Grantor pursuant to the provisions of Subsection
8(a); provided that (i) there is no uncured default or Event of
Default at the time of the initiation or during the prosecution
of such contest: (ii) such contest is brought in good faith and
prosecuted with reasonable diligence: (iii) such contest shall
preclude the sale or forfeiture of the Mortgaged Property (or
Grantor shall provide Mortgagee with such reasonable security or
other assurances as Mortgagee may request in connection with such
contest); and (iv) Grantor shall indemnify Mortgagee of and from
any and all liability, loss, cost or expense which may be
incurred by or asserted against any such party in connection
with, or in consequence of, any such contest. If in the judgment
of Mortgagee, the nonpayment of any such lien, even if contested
in good faith, would materially and adversely affect the lien
hereof or Mortgagee's security in the Mortgaged Property, or
would subject the Mortgaged Property to imminent sale or
forfeiture, Grantor immediately shall cause such lien to be
discharged of record.  In addition, Grantor may, after prior
written notice to Mortgagee and at Grantor's sole cost and
expense, challenge the validity or the application to Grantor or
the Mortgaged Property of any law, ordinance, regulation or
requirement, provided that: (x) Grantor shall provide Mortgagee
with such reasonable security as Mortgagee may require in
connection with such contest; (y) the prosecution of such contest
will be undertaken in good faith and diligence and will defer the
enforcement of the subject-matter thereof; and (z) neither
Grantor nor Mortgagee will become subject to liability in
connection with any non-performance of the disputed matter, and
the Mortgaged Property will not be subjected to imminent sale or
forfeiture as a result of any such permitted contest.





		  9.  Zoning; Tax Parcels.





		(a)	Grantor shall not modify or amend the zoning
classification of the Mortgaged Property without the prior,
written consent of the Mortgagee.





		(b)	Grantor shall not impair the integrity of the Land
as one or more complete and separate subdivided zoning lots and
tax parcels.  Without limiting the foregoing Grantor warrants
that the Land includes only complete tax parcels and subdivided
lots or tracts, and that there are no tax parcels or subdivided
lots or tracts which are partially within the Land and partially
not included within the Land.





		  10.  Mortgagee's Right to Protect Mortgaged Property.
On the occurrence and at any time during the pendency of any
Event of Default, and in addition to any and all other rights and
remedies which may then be available to Mortgagee, Mortgagee may,
in its discretion and without further notice or demand upon
Grantor (but with no obligation to do so and without releasing
Grantor from any obligation), or any receiver appointed with
respect to the Mortgaged Property may, make payment of any such
sums and perform any such covenants and obligations which have
not been timely and fully paid and performed, in such manner and
to such extent as Mortgagee or such receiver may deem necessary
for the protection of the Mortgaged Property.  Grantor
immediately upon demand shall repay all sums so advanced and all
costs and expenses incurred by Mortgagee in exercise of the
foregoing rights (including, without limitation, reasonable costs
of evidence of title, court costs, appraisals, surveys,
environmental consultants', and receivers', trustees' and
attorneys' fees and expenses), with interest at the Default
Interest Rate specified in the Note from the date of such
payments or advances.  All sums so advanced or expended, with
interest as aforesaid, shall be secured hereby.





		11.  Further Assurances.  Grantor shall execute,
acknowledge, and deliver such documents and instruments
consistent with the terms of this Mortgage which Mortgagee may
request for the purpose of confirming the lien, operation and
effect of this Mortgage.





		12. 	Responsibility for Compliance with Environmental
Laws.  (a)  The following definitions shall apply to this
Section:





		(i)  "Hazardous Materials" means:  (A) any hazardous
wastes and/or toxic chemicals, materials, substances or
wastes as defined by or for the purposes of any of the
Environmental Laws (as hereinafter defined); (B) any "oil",
as defined by the Clean Water Act, as amended from time to
time, and regulations promulgated thereunder (including
crude oil or any fraction thereof and any petroleum products
or derivatives thereof); (C) any substance, the presence of
which is prohibited, regulated or controlled by any other
applicable federal or state or local laws, regulations,
statutes or ordinances now in force or hereafter enacted
relating to waste disposal or environmental protection or
relating to the exposure to, or manufacture, possession,
presence, use, generation, storage, transportation,
treatment, release, emission, discharge, disposal,
abatement, cleanup, removal, remediation or handling of any
such substance; (D) any asbestos or asbestos-containing
materials, polychlorinated biphenyls ("PCBs") in the form of
electrical equipment, fluorescent light fixtures with
ballasts, cooling oils or any other form, urea formaldehyde,
atmospheric radon at levels over four picocuries per cubic
liter; (E) any solid, liquid, gaseous or thermal irritant or
contaminant, such as smoke, vapor, soot, fumes, alkalis,
acids, chemicals, pesticides, herbicides, sewage, industrial
sludge or other similar wastes; (F) industrial, nuclear or
medical by-products; and (G) any regulated substances
contained in any underground storage tank(s).





		(ii)  "Environmental Laws" means all present and future
laws, statutes, ordinances, rules, regulations, orders, and
determinations of any governmental authority, pertaining to
health, protection of the environment, natural resources,
conservation, wildlife, waste management, regulation of
activities involving Hazardous Materials, and pollution,
including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act
("Superfund" or "CERCLA"), 42 U.S.C. SS 9601 et seq., the
Superfund Amendments and Reauthorization Act of 1986
("SARA"), 42 U.S.C. SS 9601(2)(D), the Resource Conservation
and Recovery Act ("RCRA"), 42 U.S.C. SS 6901 et seq., the
Federal Water Pollution Control Act, as amended by the Clean
Water Act (the "Clean Water Act"), 33 U.S.C. SS 1251 et
seq., the Clean Air Act ("CAA"), 42 U.S.C. SS 7401 et seq.,
and the Toxic Substances Control Act ("TCSA"), 15 U.S.C.
SS 2601 et seq., as amended from time to time.





		(iii)  "Release" means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping in violation of
Environmental Laws and includes any "threatened" Releases.





		(iv)  "Losses" means any and all costs associated with
any actions, claims, damages, defenses, demands,
disbursements, expenses, fees, fines, judgments, lawsuits,
liabilities, liens, losses, obligation, penalties, and/or
proceedings (including, but not limited to, all reasonable
attorneys' fees and all other reasonable professional or
consultants' expenses) incurred in investigating, preparing
for, serving as a witness in or defending against any action
or proceeding whether actually commenced or threatened,
which may be asserted against or incurred by Indemnified
Persons (as hereinafter defined).





		(v)  "Proceeding" means any judicial, quasi-judicial,
administrative or governmental proceeding brought pursuant
to the Environmental Laws which may give rise to Losses
hereunder.





		(b)  Subject to the terms of Subsections (e) and (f) of
this Section 12, Grantor hereby agrees to indemnify, save, defend
and hold harmless Mortgagee and its officers and directors, and
their successors and assigns (collectively, the "Indemnified
Persons"), from and against the full amount of any and all Losses
arising from, in respect of, as a consequence of or in connection
with any of the following:





		(i) the Release of and the necessary containment,
control, detoxification, remediation, removal and/or storage
of any Hazardous Materials in, on, under, or from the Real
Property;





		(ii) any claims or actions asserted by any person or
entity (including, without limitation, any governmental
agency or quasi-governmental authority, board, bureau,
commission, department, instrumentality or public body,
court, or administrative tribunal (a "Governmental
Agency")), in connection with or in any way arising out of
the generation, manufacturing, presence, use,
transportation, treatment, storage, disposal, or Release of
any Hazardous Material in, on, under, or from the Real
Property, either prior to or after the date of this Mortgage
and either prior to or after the time that Grantor became
owner of the Real Property;





		(iii) the violation or claimed violation of any
Environmental Laws with respect to the Real Property,
whether such violation or claimed violation occurred prior
to or after the date of this Mortgage and regardless of
whether such violation occurred prior to or after the time
that Grantor became owner of the Real Property; and





		(iv) all foreseeable and all unforeseeable consequences
of items described in clauses (i), (ii) and (iii) above
resulting in Losses.





		(c)  All amounts paid pursuant to this Mortgage in
respect of any and all Losses shall be due and payable as such
Losses are incurred.  Within a reasonable time after any such
Losses are incurred, Mortgagee shall so notify Grantor; provided,
however, that failure or delay by Mortgagee to give such notice
shall not relieve Grantor from any liability, duty or obligation
hereunder.  Grantor will pay interest on any amount not paid
within ten (10) days from the date written notice of such Losses
is received by Grantor, return receipt requested, at the Default
Interest Rate.





		(d)  Grantor agrees to promptly notify Mortgagee of any
Release of Hazardous Materials upon the Real Property or of any
litigation or proceedings pending, threatened or commenced
(whether or not served) against Grantor or any other party in
connection with any Release of Hazardous Materials from the Real
Property in any way affecting the Real Property and of the
receipt of any notice from any Governmental Agency with regard to
any Release of Hazardous Materials from or affecting the Real
Property.  Grantor shall immediately upon receipt provide
Mortgagee with true, complete and correct copies of all such
notices and other documentation related to said notices,
litigation or proceedings.  So long as any Indemnified Person is
the holder of a  mortgagee encumbering the Real Property, Grantor
shall not settle any claim relating to the Real Property under or
on account of any Environmental Law without Mortgagee's prior
written consent, which will not be unreasonably withheld.
Further, if Mortgagee at any time shall become a mortgagee in
possession or a successor in interest to Grantor by foreclosure
or deed in lieu of foreclosure with respect to all or part of the
Real Property, Grantor shall not settle any claim relating to the
Real Property under or on account of any Environmental Law
without Mortgagee's prior written consent which consent, may be
withheld in Mortgagee's sole and absolute discretion.





		(e)  After receipt by Mortgagee of notice of the
commencement of any Proceeding, Mortgagee will, if a claim in
respect thereof is to be made against the Grantor under this
Section 12, notify the Grantor of the commencement thereof in
writing; provided, however, that the failure to give such notice
will not constitute a waiver of any right of Mortgagee or any
other Indemnified Person (a) to any advance or indemnification
hereunder except to the extent that the Grantor may be prejudiced
by the failure of Mortgagee to give such notice, but then only to
the extent of such prejudice, or (b) to release Grantor from any
obligation to indemnify Mortgagee or any other Indemnified Person
which the Grantor may otherwise have to Mortgagee or any other
Indemnified Person.





		(f)  Grantor shall have the following obligations to
defend any Indemnified Person:





		(i)  Upon request of any Indemnified Person, Grantor
shall be bound to and defend any and all actions or
proceedings that may be brought against such Indemnified
Person in connection with or arising out of the matters
covered by this Section 12.  In the event that Grantor is
defending an Indemnified Person, Grantor may settle a claim
against the Indemnified Person only with the Indemnified
Person's prior written consent, which consent may be
withheld in the Indemnified Person's sole and absolute
discretion.





		(ii)  If an Indemnified Person has required Grantor to
defend it, such defense shall be conducted (at Grantor's
sole cost and expense) by reputable attorneys retained by
Grantor, reasonably satisfactory to the Indemnified Person.
In addition, the Indemnified Person shall have the right to
participate in such proceedings and to be represented by
attorneys of its own choosing.  In such case, the
Indemnified Person shall be responsible for the cost of such
participation unless the Indemnified Person shall have
concluded in its sole discretion that the interest of the
Indemnified Person and of Grantor in the action conflict in
such a manner and to such an extent as to require,
consistent with applicable standards of professional
responsibility, the retention of separate counsel for the
Indemnified Person, in which event Grantor shall pay for
separate counsel chosen by the Indemnified Person.  If
Grantor does not timely commence the defense of any such
proceeding, Mortgagee may conduct, at Grantor's expense, the
defense of such proceeding and Grantor will be obligated to
pay the amount of any adverse final judgment or decree
rendered in such proceedings and will also be obligated to
pay all costs and expenses incurred in connection with such
proceedings including attorneys' fees.





		(g)  In any action to enforce or interpret this
Section 12, the Indemnified Persons shall be entitled to receive
from the Grantor all costs including, but not limited to,
reasonable attorneys' fees and all costs of defense incurred in
connection therewith.





		(h)  There is no time limitation on Grantor's
obligations to indemnify under this Section 12.  All of the
obligations set forth herein shall survive the repayment of the
Obligations and the release of this Mortgage and shall survive
the transfer of any or all right, title and interest in and to
the Real Property by Grantor to any party.  Grantor waives all
present and future statutes of limitations as a defense to any
action to enforce the provisions of this Section.  Grantor
acknowledges and agrees that any amounts owed and the obligations
herein stated shall survive and continue to be in full force and
effect notwithstanding a foreclosure conducted pursuant to this
Mortgage, the making of a deed in lieu of foreclosure by Grantor
in favor of Mortgagee, or a transfer of any other interest in the
Real Property, whether by Mortgagee or any of its successors or
assigns.





		  13.  Security Agreement.  (a)  Grantor and Mortgagee
agree:  (i) that, in addition to this Mortgage constituting a
mortgage lien on the Real Property, this Mortgage also shall
constitute and serve as a security agreement within the meaning
of the Ohio Uniform Commercial Code (the "Code") with respect to
that portion of the Mortgaged Property which is personal property
or fixtures, and all replacements of such property, substitutions
for such property, additions to such property, and the proceeds
thereof (said personal property, fixtures, replacements,
substitutions, additions and the proceeds thereof being sometimes
herein collectively referred to as the "Collateral"); (ii) that a
security interest in and to the Collateral is hereby granted to
Mortgagee; and (iii) that all right, title, and interest of
Grantor in and to the Collateral granted to Mortgagee pursuant to
the terms of this Mortgage shall secure payment and performance
by Grantor of the Obligations.  In addition to any other rights
and remedies of Mortgagee hereunder, Mortgagee shall have all the
rights of a secured party under Chapter 1309 of the Ohio Revised
Code with respect to the Collateral.





		(b)  Grantor shall not further encumber or grant a
security interest in the Collateral or any part thereof to any
person other than Mortgagee without the prior written consent of
Mortgagee, and the Collateral shall at all times be owned by
Grantor.  Grantor specifically shall not own or acquire any of
the Collateral by conditional sales agreement or in any other
manner whereby the ownership or any beneficial interest
(including any security interest) in any of the Collateral shall
be held by any person or entity other than Grantor.  Furthermore,
to the extent permitted by law, Grantor hereby authorizes
Mortgagee to sign and file financing statements at any time in
respect of any of the Collateral, without such financing
statements being executed by Grantor, but Grantor shall, however,
at any time on request of Mortgagee, execute, or cause to be
executed, financing statements in respect of any of the
Collateral.  Grantor shall pay all filing fees, including fees
for filing continuation statements in connection with such
financing statements, and shall reimburse Mortgagee for all costs
and expenses of any kind incurred in connection therewith.





		14.  Management.  Grantor shall not enter into any
agreement providing for third-party management or leasing of the
Mortgaged Property without the prior written consent of
Mortgagee, which consent shall not be unreasonably withheld or
delayed.  





		15.  Use of Premises.  Grantor shall use, or cause to
be used, the Mortgaged Property principally and continuously as
an apartment complex, and for no other use or purpose without
Mortgagee's consent.





		16.  Books and Records; Financial Information.  Grantor
will keep or cause to be kept proper books of record in
accordance with generally accepted accounting principals
consistently applied with respect to the Mortgaged Property.
Mortgagee shall have the right to inspect the books and records
relating to the operation of the Mortgaged Property and to make
copies thereof at all reasonable times and upon reasonable notice
to Grantor.





		17.  Default.  The occurrence of any one or more of the
of the following events shall constitute an "Event of Default"
under this Mortgage:





		(a)    An Event of Default shall occur under any
Transaction Document and shall remain uncured beyond the
expiration of any period of notice or grace applicable to
such event thereunder;





		(b)  An Event of Default shall occur under the First
Mortgage or any First Mortgage Document and shall remain
uncured after the expiration of any period of notice or
grace, or both, applicable to such Event of Default
thereunder;





		(c)  Any payment for Impositions is not made as
required herein or any other payment (other than as
specified in Section 17(a) above) due under any of the
Transaction Documents is not made as and when required
thereby;





		(d)  Grantor shall abandon the Real Property, shall
sell, lease, assign, convey or transfer (or contract to so
sell, lease, assign, convey or transfer) all or any part of
the Mortgaged Property except to the extent expressly
permitted by the terms hereof, file or cause to be filed any
lien or encumbrance against the Mortgaged Property except as
expressly permitted by the terms hereof or of the Loan
Documents, or grant or modify any easement affecting the
Premises (except utility easements for utilities benefitting
the Mortgaged Property) without first obtaining Mortgagee's
written consent;





		(e)  Grantor shall assign all or any part of the Rents


			to any person or entity other than Mortgagee without first
obtaining Mortgagee's written consent;





		(f)  Grantor shall make a general assignment for the
benefit of creditors, become insolvent or file a petition
for voluntary bankruptcy or shall file a petition or answer
seeking reorganization or an arrangement or composition,
extension or readjustment of its indebtedness or its consent
to the appointment of a receiver or trustee of its property
or any part thereof; 





		(g)  A petition for proceedings in bankruptcy or for
reorganization or for an arrangement or composition,
extension or readjustment of the indebtedness of the Grantor
shall be filed against Grantor and Grantor shall admit the
material allegations thereof, or an order, judgment or
decree shall be made approving such petition, or a receiver
or trustee of Grantor or its property or any part thereof
shall be appointed and the same is not dismissed within 60
days of the filing thereof; or





		(h)  Grantor defaults in the performance, observance,
or compliance of any covenant or agreement on its part to be
performed, observed, or complied with hereunder (other than
those defaults specified in subclauses 17(a) through 17(g)
above) or in any other Loan Document and fails to cure the
same within thirty (30) days after written notice of such
default from Mortgagee to Grantor unless such default is not
susceptible to being cured within thirty (30) days in which
event the time shall be extended so long as Grantor is
proceeding in good faith and with due diligence to cure the
same;





and in any and every such case Mortgagee, at its option, may,
after the occurrence and during the pendency of an Event of
Default and subject to the applicable terms of the Swap
Documents, declare the Obligations to be immediately due and
payable as provided in Section 18 below, and Mortgagee may
proceed forthwith to enforce the same and exercise all rights,
remedies, and recourses as are hereafter set forth or otherwise
provided at law or in equity, including foreclosure of this
Mortgage.  





		18.  Acceleration of Maturity.  Mortgagee may, after
the occurrence and during the pendency of an Event of Default, in
its discretion but subject to the applicable provisions of the
Swap Documents, declare the Obligations to be immediately due and
payable, without any presentment, demand, protest, or notice of
any kind not otherwise required to be furnished pursuant to the
Swap Documents; in that event, Grantor shall make payment thereof
immediately.





		19.  Receiver.  Upon commencement of any judicial
proceedings to enforce any right under this Mortgage, the court
in which such proceeding is brought, at any time thereafter,
without notice to Grantor or any party claiming under  (such
notice being hereby expressly waived) and without reference to
the then value of the Mortgaged Property, to the solvency or
insolvency of any person liable for any part of the Obligations
or other grounds for extraordinary relief, may appoint a receiver
for the benefit of Mortgagee with power to take immediate
possession of the Mortgaged Property, manage, rent and collect
the Rents, and the Rents, when collected may be applied toward
the payment of the Obligations and the costs, taxes, insurance
and other items necessary for the protection and preservation of
the Mortgaged Property, including the expenses of such
receivership.  Mortgagee's right to a receiver shall be absolute
and unconditional once an Event of Default occurs.





		20.  Mortgagee's Additional Remedies.  Mortgagee may,
after the occurrence and during the pendency of any Event of
Default, institute appropriate judicial proceedings or proceed
with any right or remedy, independent of or in aid of the power
of entry hereinbefore conferred, as it may deem best for the
protection and enforcement of its rights hereunder or to
foreclose the lien hereof, or to enforce any right or remedy
available to it under the laws of the State of Ohio, or to cause
the Mortgaged Property to be sold as a whole or in parcels under
the judgment or decree of a court or courts of competent
jurisdiction, or may proceed to protect and enforce its rights by
any other proper legal or equitable remedy as it shall deem most
effectual.





		21.  Waiver.  To the full extent that Grantor may
lawfully do so, Grantor waives all errors and imperfections in
any proceedings instituted by Mortgagee to enforce any of its
rights or remedies under any Loan Documents and all benefit of
any present or future moratorium law or any other present or
future law, regulation, or judicial decision which:  (a) exempts
any of the Mortgaged Property or any other property, real or
personal, or any part of the proceeds arising from any sale
thereof from attachment, levy, or sale under execution; (b)
provides for any stay of execution, marshalling of assets,
exemption from civil process, redemption, extension of time for
payment or valuation or appraisement of any of the Mortgaged
Property; or (c) conflicts with any provision of any of the
Transaction Documents.





		22.  Cumulative Remedies.  Every right and remedy
provided in this Mortgage shall be cumulative of every other
right or remedy of Mortgagee whether herein or by law conferred
and may be enforced concurrently therewith; no acceptance of the
performance of any obligation as to which Grantor shall be in
default, or waiver of particular or single performance of any
obligation or observance of any covenant, shall be construed as a
waiver of the obligation  or covenant or as a waiver of any other
default then, theretofore or thereafter existing.





		23.  Expenses.  Grantor shall pay all filing and
recording fees, and all expenses incident to the execution and
acknowledgement of this Mortgage, any mortgage supplemental
hereto, any security instrument with respect to the Mortgaged
Property, and any instrument of further assurance, and all
federal, state, county and municipal stamp taxes and other taxes,
duties, imposts, assessments and charges arising out of or in
connection with the execution and delivery of the Transaction
Documents, this Mortgage, any mortgage supplemental hereto, any
security instrument with respect to the Mortgaged Property or any
instrument of further assurance.  Grantor shall pay or reimburse
Mortgagee, upon demand therefor, for all costs and expenses,
including appraisal and reappraisal costs of the Mortgaged
Property and attorneys' fees, which Mortgagee may incur in
connection with enforcement proceedings hereunder, attorneys'
fees incurred by Mortgagee in any other suit, action, legal
proceeding or dispute of any kind in which Mortgagee is made a
party or appears as party plaintiff or defendant, affecting the
Obligations, this Mortgage, or the Mortgaged Property, or
required in protecting or sustaining the lien of this Mortgage.





		24.  Advances.  This Mortgage secures the unpaid
balance of certain Obligations which may be advanced, and other
financial accommodations which may be extended to or for the
benefit of Borrower under the Swap Documents after this Mortgage
is delivered for recording.  The making of such advances and
other accommodations is obligatory on the part of Mortgagee
subject to the terms and conditions set forth in the Swap
Documents.  The maximum amount of the unpaid balance of all
Obligations (in the aggregate and exclusive of interest thereon
and advances made pursuant hereto for the payment of taxes,
insurance premiums, and for protection of the Mortgaged Property)
which may be outstanding at any time is $10,000,000.  In addition
to any other debt or obligation secured hereby, this Mortgage
shall also secure unpaid balances of advances made with respect
to the Mortgaged Property for the payment of taxes, assessments,
insurance premiums, and costs incurred for maintaining the
Improvements on, or for the protection of, the Mortgaged
Property.





		25.  Mechanics' Lien Law.  Mortgagee shall be and
hereby is authorized and empowered to do, as mortgagee, all
things provided to be done in the mechanics' lien laws of the
State of Ohio (including Section 1311.14 of the Ohio Revised
Code), and all acts amendatory or supplementary thereto.





		26.  Notices.  All notices required hereunder shall be
in writing and shall be deemed properly served if delivered in
person or if sent by registered or certified mail with postage
prepaid and return receipt requested, by overnight courier
service or by facsimile transmittal to the following addresses
(or to such other addresses as either party may subsequently
designate):





	If to Mortgagee:





				NATIONAL CITY BANK 


				National City Center


				1900 East Ninth Street


				Cleveland, Ohio  44114


				Attn:  Gary L. Wimer, Senior Vice-President


					  Investment Real Estate Division


				Fax:   (216) 575-3160





	If to Grantor:





				ASSOCIATED ESTATES REALTY CORPORATION


				5025 Swetland Court


				Cleveland, Ohio  44143-1467


				Attn: Greg Golz, Vice-President


				Fax:  (216) 797-8719





		with a copy concurrently to:





				ASSOCIATED ESTATES REALTY CORPORATION


				5025 Swetland Court


				Cleveland, Ohio  44143-1467


				Attn: Martin A. Fishman, Esq., General
Counsel


				Fax:  (216) 797-8719





All notices, demands, deliveries or other communications required
hereunder shall be deemed received on the date of a signed
receipt, if delivered in person, or, if sent by facsimile, on the
date of sending by facsimile.





		27.  Assignment of Rents, Income, Proceeds and Leases.
Grantor hereby assigns and grants a security interest to
Mortgagee in all the cash, accounts, accounts receivable, general
intangibles, rents and income derived or arising from Grantor's
business operations on the Real Property as additional security
for the Obligations; Mortgagee may, at any time after the
occurrence and during the pendency of an Event of Default
hereunder, without any additional notice and without regard to
the adequacy of any security for the Obligations and with or
without the appointment of a receiver, to enter upon and take
possession of the Mortgaged Property and collect such cash,
accounts, accounts receivable, general intangibles, rents and
income, including those past due and unpaid and apply the same,
less the cost of operation, maintenance and repair and reasonable
collection, management and attorney fees, in reduction of any
Obligations in such order as Mortgagee may determine. The
collection of such cash, accounts, accounts receivable, general
intangibles, rents and income shall not cure or waive any default
hereunder.  Mortgagee shall  not be liable to Grantor, anyone
claiming under or through Grantor or anyone having an interest in
the Mortgaged Property by reason of anything done or left undone
by Mortgagee under this Article, and Grantor shall indemnify
Mortgagee and each of the Lenders from any and all liability,
loss or damage which it may incur under any lease or by reason of
assignment thereof and from any claims or demands which may be
asserted against it by reason of any alleged obligation on its
part to perform any of the terms of said lease; provided,
however, that the obligation so to indemnify shall not extend to
liability arising from or occasioned by any actions taken by
Mortgagee or any receiver appointed for Mortgagee after the date
Mortgagee or any such receiver has assumed control of the
Mortgaged Property.  Grantor warrants that there are no
outstanding assignments or pledges of the cash, accounts,
accounts receivable, general intangibles, rents and income
derived or arising from Grantor's business operations on the Real
Property.





		28.  Obligations Unconditional.  The obligations of the
Grantor to make payments of any and all amounts due hereunder
shall be absolute and unconditional without defense or set-off by
reason of any default whatsoever, including, without limitation a
default by any tenant of the Mortgaged Property under any lease
with the Grantor or under any other agreement or instrument
between the Mortgagee and the Grantor, and such payments to
Mortgagee shall not be decreased, abated, postponed or delayed
for any reason whatsoever, including without limitation, any acts
or circumstances that may constitute failure of consideration,
destruction of or damage to the Mortgaged Property, the taking of
any part of the Mortgaged Property, commercial frustration of
purpose, failure of any person to perform or observe any
agreement, whether expressed or implied, or any duty, liability
or obligation arising out of or connected with this Mortgage, the
Note, or any other Loan Document, or failure of any resident or
occupant of the Mortgaged Property to pay the fees, rentals or
other charges owed to Grantor, and irrespective of whether or not
any such resident or occupant of the Mortgaged Property receives
either partial or total reimbursement as a credit against such
payment, it being the intention of the parties that the payments
required of the Grantor hereunder will be paid in full when due
without any delay or diminution whatsoever.





		29.  Applicable Law.  This Mortgage shall be construed,
interpreted, enforced, and governed by and in accordance with the
laws of the State of Ohio.





		30.  Waiver of Jury Trial.  ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
(I) UNDER THIS MORTGAGE OR ANY OTHER TRANSACTION DOCUMENT, OR
(II) ARISING FROM ANY OBLIGATIONS OR CONTRACTUAL RELATIONSHIP
EXISTING IN CONNECTION WITH THIS MORTGAGE OR ANY OTHER
TRANSACTION DOCUMENT IS HEREBY WAIVED BY GRANTOR, AND IT IS
EXPRESSLY AGREED BY GRANTOR THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.





		31.  Severability.  In the event that any one or more
of the provisions of this Mortgage shall for any reason be held
to be invalid, illegal or unenforceable, in whole or in part, or
in any respect, or in the event that any one or more of the
provisions of this Mortgage shall operate, or would prospectively
operate, to invalidate this Mortgage, then, and in any such
event, such provision or provisions only shall be deemed to be
null and void and of no force or effect and shall not affect any
other provision of this Mortgage, and the remaining provisions of
this Mortgage shall remain operative and in full force and effect
and shall in no way be affected, prejudiced or disturbed thereby.





		32.  Captions.  The section titles or captions
contained in this Mortgage are for convenience only and shall not
be deemed to define, limit or otherwise modify the scope or
intent of this Mortgage.





		33.  Variation in Pronouns.  All the terms and words
used in this Mortgage, regardless of the number and gender in
which they are used, shall be deemed and construed to include any
other number, singular or plural, and any other gender,
masculine, feminine, or neuter, as the context or sense of this
Mortgage or any paragraph or clause herein may require, the same
as if such word had been fully and properly written in the
correct number and gender.





		34.  Binding Effect.  The provisions of this Mortgage
shall bind and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and
assigns and the covenants of Grantor herein shall run with the
land.





		PROVIDED, ALWAYS, that if Grantor shall pay and comply
with all of the Obligations in accordance with the terms of this
Mortgage and the other Transaction Documents at all times during
the pendency thereof, then and in that case, the Mortgaged
Property hereby conveyed and all rights and interests therein and
thereto shall revert to Grantor and the estate, right, title and
interest of Mortgagee therein shall thereupon cease, determine
and become void, and in such case Mortgagee shall execute and
deliver to Grantor at the cost of Grantor, an appropriate release
and discharge of this Mortgage in form to be recorded.











		IN WITNESS WHEREOF, this instrument has been executed
at Cleveland, Ohio as of the date first above written.





Signed and acknowledged


												in the presence of:			ASSOCIATED ESTATES REALTY
CORPORATION








						By: /s/ Greg Golz
Print Name:			


						Name: Greg Golz	


						


						Title: Vice President	


Print Name:              	  








STATE OF Illinois		)


		 			)  SS.


COUNTY OF Cook			)








	Before me, a Notary Public in and for said County


and State, personally appeared the above-named ASSOCIATED ESTATES
REALTY CORPORATION, an Ohio corporation, by Greg Golz, the Vice
President of such corporation, who acknowledged that he did sign
the foregoing instrument for and on behalf of said corporation,
and that the same is the free act and deed of said corporation,
and his free act and deed individually and as such officer.





	IN TESTIMONY WHEREOF, I have hereunto set my hand


and official seal at River Forest, Illinois, this 16th day of
February, 2000.





	                              


									Notary Public





This instrument prepared by:





William K. Smith, Esq.


Taft, Stettinius & Hollister LLP


Bond Court Building, Suite 600


1300 East Ninth Street


Cleveland, Ohio  44114





















EXHIBIT A
























EXHIBIT B






















































OPEN-END MORTGAGE DEED AND SECURITY AGREEMENT (Second Mortgage)



(MAXIMUM PRINCIPAL INDEBTEDNESS NOT TO EXCEED $10,000,000)






from






ASSOCIATED ESTATES REALTY CORPORATION






to






NATIONAL CITY BANK









February 16, 2000





























	Property:  Winchester II


	Willoughby Hills, Lake County, Ohio


						 


					  






OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT



OF RENTS AND LEASES



Second Mortgage






(MAXIMUM PRINCIPAL INDEBTEDNESS NOT TO EXCEED $10,000,000)








		This Open-End Mortgage, Security Agreement and
Assignment of Rents and Leases (this "Mortgage") is made as of
February 16, 2000, by ASSOCIATED ESTATES REALTY CORPORATION, an
Ohio corporation having its principal place of business at 5025
Swetland Court, Cleveland, Ohio  44143-1467 ("Grantor"), in favor
of NATIONAL CITY BANK, a national banking association having an
address at National City Center, 1900 East Ninth Street,
Cleveland, Ohio 44114 ("Mortgagee").






RECITALS





	A.	Grantor and Mortgagee are parties to that certain
Master Agreement, dated of even date herewith (which, together
with all schedules thereto and with all confirmations and other
documents, instruments and agreements now or at any time
hereafter to be executed and delivered in accordance with the
terms thereof, is referred to as the "Master Agreement"), and to
a related Credit Support Annex, also dated of even date (the
"Annex"; the Master Agreement and the Annex, together with any
and all modifications, amendments and supplements thereto and any
and all other documents, instruments and agreements hereafter
executed in connection therewith, and all modifications and
amendments to any of the foregoing, are collectively referred to
as the "Swap Documents").





	B.	Mortgagee has required, as a condition to entering into
and performing its obligations under the Swap Documents, that
Guarantor execute and deliver this Mortgage to secure Grantor's
obligations to the Bank under or in respect of the Swap
Documents.





		NOW, THEREFORE, for Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and for the purpose of inducing Mortgagee to
enter into and to perform its obligations under the Swap
Documents, Grantor hereby mortgages and grants a security
interest in favor of Mortgagee, its successors and assigns
forever, in and to the following described real and personal
property, all of which is hereinafter sometimes collectively
called the "Mortgaged Property":





		(a)  All of that certain land situated in the City of
Willoughby Hills, Lake County, Ohio, which is more particularly
described on Exhibit A attached hereto and made a part hereof
(the "Land"); 





		(b)  All buildings and improvements of every kind and
description now or hereafter erected or placed upon the Land (the
"Improvements") (the Land and the Improvements are sometimes
collectively referred to herein as the "Real Property");





		(c)  All materials now or hereafter delivered to or
located upon the Land and intended for construction,
re-construction, alteration or repair of the Improvements, all of
materials shall be deemed to be included within the Mortgaged
Property immediately upon the delivery thereof to the Land;





		(d)  All fixtures and articles of personal property
owned by Grantor and now or hereafter attached to or contained in
and used in connection with the Real Property, including, but not
limited to, all elevators, all heating, ventilating and
air-conditioning equipment, all furniture, appliances, apparatus,
machinery, motors, escalators, storm windows and doors,
electrical and office equipment and other furnishings, and all
plumbing, lighting, cleaning, snow removal, lawn, landscaping,
incinerating, firefighting and sprinkler equipment and fixtures
and appurtenances thereto, and all renewals or replacements
thereof or articles in substitution therefor, whether or not the
same are or shall be attached to the Real Property, it being the
mutual intent of Grantor and Mortgagee that the foregoing shall,
so far as permitted by law, be deemed to be fixtures and a part
of the Real Property;





		(e)  All right, title and interest of Grantor in and to
the land lying in the streets and any ways, public or private, in
front of, along the side of and to the rear of and adjoining the
Land;





		(f)  All rights, privileges, tenements, hereditaments,
and easements appurtenant to, or in any way now or hereafter
appertaining, to the Real Property and the reversion and
reversions and remainder and remainders thereof;





		(g)  All right, title, and interest now owned or
hereafter acquired by Grantor in and to any greater estate in the
Real Property; 





		(h)  All interests, estates, or other claims, both in
law and in equity, which Grantor now has or hereafter may acquire
in and to the Real Property; 


  


		(i)  All leases, written or oral, and all agreements
for use or occupancy of all or any portion of the Real Property,
together with any and all extensions and renewals thereof and any
and all further leases, subleases, lettings or agreements
(including subleases thereof and tenancies following attornment)
upon or covering use or occupancy of all or any part of the Real
Property (all such leases, agreements, subleases, and tenancies
sometimes collectively referred to herein as the "Leases" and
sometimes individually as a "Lease");





		(j)  All of the rents, income, receipts, revenues,
issues and profits now due or which may become due or to which
Grantor may now or hereafter (including during the period of
redemption, if any, following foreclosure of this Mortgage)
become entitled or may demand or claim, arising or issuing from
or out of the Leases or from or out of the Real Property or any
part thereof, including but not limited to:  security deposits,
minimum rents, additional rents, parking rents, deficiency rents
and liquidated damages following default, any premium payable by
any tenant upon the exercise of a cancellation privilege
contained in its Lease; all proceeds payable under any policy of
insurance covering loss of rents resulting from untenantability
caused by destruction or damage to the Improvements; any and all
rights and claims of any kind which Grantor has or hereafter may
have against the tenants under the Leases and any subtenants and
other occupants of the Real Property; any award granted Grantor
after the date hereof in any court proceeding involving any
tenant in any bankruptcy, insolvency, or reorganization
proceedings in any state or federal court; and any and all
payments made by any tenant in lieu of rent (any and all such
moneys, rights and claims identified in this paragraph referred
to herein sometimes as the "Rents" and sometimes as the "Rent");





		(k)  All awards and other compensation for any taking
by eminent domain, or by any proceeding of purchase in lieu
thereof, either permanent or temporary, of all or any part of the
Real Property, or any easement or appurtenance thereof, including
severance and consequential damage and change in grade of
streets; 





		(l)  All proceeds of all insurance now or hereafter
carried by, or payable to, Grantor with respect to the Mortgaged
Property, or otherwise now or hereafter payable with respect to
any loss or damage of the Mortgaged Property, and all claims or
demands with respect thereto;





		(m)  All right, title, and interest of Grantor in and
to any management agreement pertaining to the Real Property and
all cash payments to be made to or for the account of Grantor
pursuant thereto and any other proceeds thereof;





		(n)  All right, title and interest of Grantor in and to
any leases for equipment now or hereafter located at or used in
connection with the Real Property, including without limitation
all leases for office equipment, maintenance and operating
equipment, recreational equipment and fixtures, telephone
equipment, furniture, and furnishings; and





		(o)  All permits, licenses and franchises, and all
contract rights and other intangibles now or hereafter owned by
Grantor and relating to the ownership, construction, use,
operation, or development of the Real Property, including,
without limitation, any plans, specifications, and drawings
pertaining to the development thereof, and contracts with
architects and contractors.





		TO HAVE AND TO HOLD, all and singular, the above
granted Mortgaged Property, real and personal, unto Mortgagee,
its successors and assigns, forever.  





		And Grantor does hereby covenant with Mortgagee, its
successors and assigns, that at and until the ensealing of these
presents, Grantor is well seized of the Real Property as a good
and indefeasible estate in FEE SIMPLE and has good, merchantable
title to the portion of the Mortgaged Property which is
personalty, and has good right to bargain and sell the Mortgaged
Property in manner and form as is above written, and that the
same are free from all liens and encumbrances whatsoever
(including, with respect to the fixtures and personal property
included within the Mortgaged Property, security interests,
conditional sales contracts, title retention financing devices
and anything of a similar nature) except the lien of taxes and
assessments which are not yet due and payable, the lien of the
First Mortgage and the First Mortgage Documents (as defined
below) and those matters approved by Mortgagee in connection with
the transactions contemplated hereby (the "Permitted
Encumbrances"), and that Grantor hereby does WARRANT and WILL
DEFEND the same unto Mortgagee, its successors and assigns
forever, against all lawful claims and demands whatsoever, except
as above set forth.





		To secure the following (collectively, the
"Obligations"): 





		(i)  Prompt payment, as and when due, of all of
Grantor's obligations under or in respect of any of the Swap
Documents, or in respect of any of the Transactions (as defined
in the Master Agreement), including without limitation any
obligation or liability of Borrower which may arise or be
occasioned by (A) any agreement, device or arrangement now or
hereafter effected under or in connection with any of the Swap
Documents to protect Grantor from interest-rate fluctuations,
including without limitation dollar-denominated or cross-currency
exchange agreements, interest-rate caps, collars or floors,
forward-rate currency or exchange-rate options, puts, warrants,
swaps or "lock" agreements; (B) any other interest rate hedging
transactions effected under or as contemplated by the Swap
Documents; and (C) any and all cancellations, buy-backs,
reversals, terminations or assignments of any of the foregoing
agreements, devices or arrangements;





		(ii)  Prompt payment of all other sums which are or
which may become due pursuant to the terms of this Mortgage;





		(iii)  Unpaid balances of advances made by Mortgagee
with respect to the Mortgaged Property for the payment of taxes,
assessments, and insurance premiums and for costs incurred for
the protection of the Mortgaged Property, as provided in Section
5301.233 of the Ohio Revised Code; and





		(iv)  Performance and observance of each covenant and
agreement of Grantor contained herein or in any other Transaction
Document (defined below).





		AND FURTHERMORE, Grantor does hereby further covenant
and agree as follows:





		1.  Payment and Performance of Obligations.  Grantor
shall pay and perform the Obligations, and shall observe, perform
and discharge all covenants, agreements and undertakings of
Grantor hereunder, and under all of the Swap Documents and under
any and all other documents, instruments or agreements now or
hereafter evidencing, confirming or securing all or any portion
of Grantor's obligations under or pursuant to the Swap Documents
(the Swap Documents, this Mortgage and all such other documents,
instruments and agreements being collectively referred to as the
"Transaction Documents").





		2.  Insurance.  (a)  At all times until the Obligations
shall be paid in full and discharged, Grantor shall procure and
maintain the following insurance coverage:





		(i)  comprehensive general public liability insurance
covering the legal liability of Grantor against claims for
bodily injury and/or property damage arising out of the use,
maintenance and/or operation of the Mortgaged Property and
all areas appurtenant thereto and/or the conduct of
Grantor's business in such amounts as Mortgagee may
reasonably require but in no event less than $3,000,000 for
personal injury or death to one person, $5,000,000 for
personal injury or deaths in one accident and $3,000,000 for
property damage;





		(ii)  "Broad form/special perils" insurance on any
Mortgaged Property and all Improvements and all items of
personal property and fixtures located on or included within
the Mortgaged Property against loss by fire or other hazards
(including vandalism and malicious mischief) in an amount
not less than the full insurable value of the Improvements
and all items of personal property and fixtures located on
or included within the Mortgaged Property;





		(iii)  During any time that the Real Property is in an
area which is considered or designated as a special flood
hazard area by the Federal Emergency Management Agency,
Grantor will also maintain flood insurance (in accordance
with the National Flood Insurance Act of 1968, as amended by
the Flood Disaster Protection Act of 1973 and all amendments
thereto and all successor or replacement legislation)
covering the Improvements and all items of personal property
and fixtures included within the Mortgaged Property against
loss or damage by flood, in an amount equal to the lesser of
the replacement cost of the foregoing items or the maximum
coverage available in respect of the Mortgaged Property; and





		(iv)  Such other insurance covering such other
casualties, risks, perils, liabilities and other hazards as
may reasonably be required by Mortgagee by reason of the
type of, uses of, or location of the Mortgaged Property, all
in amounts reasonably satisfactory to Mortgagee. 





		(b)  The following requirements shall be applicable to
the insurance required to be maintained pursuant to the
provisions of Subsection 2(a) of this Mortgage:





		(i)  All insurance policies and endorsements required
by this Section 2 shall be issued by companies licensed to
do business in the State of Ohio (with a rating of "A,
Class VIII" or better by Best's Key Rating Guide for
property and liability companies, without reference to the
financial strength of any parent or affiliated company or of
any reinsurer).





		(ii)  The insurance policies referred to in
Subsection 2(a)(ii) shall not contain any coinsurance
provision without Mortgagee's approval.  If Mortgagee
approves the existence and form of any coinsurance
provision, such policies shall be in such amount as will
satisfy such co-insurance provisions and shall contain an
agreed-amount endorsement acceptable to Mortgagee, which
endorsement shall be updated not less often than annually or
at such more frequent intervals as may be required by the
issuer of such policies.





		(iii)  All insurance policies and endorsements required
by this Section 2 must contain an express provision or
endorsement which states the substance of the following in a
manner acceptable to Mortgagee:  "The policy of insurance
shall not be cancelled, permitted to lapse by reason of
non-renewal, altered, changed, amended or modified, nor
shall any coverage therein be reduced, deleted, amended,
modified, changed, or cancelled by either the party named as
the insured, or the insurance company issuing this policy,
without at least 30 days' prior written notice having been
given to National City Bank."  





		(iv)  The insurance policies referred to in
Subsections 2(a)(i) and 2(a)(ii) shall contain a non-contributory standard mortgagee clause acceptable to
Mortgagee, providing for losses to be payable to Mortgagee,
a waiver of subrogation endorsement, and replacement cost or
equivalent clauses or endorsements acceptable to Mortgagee. 





		(v)  The insurance policies referred to in
Subsection 2(a) which provide coverage for liability to
third parties shall name Mortgagee as an "additional
insured".





		(vi)  No policy of insurance required to be maintained
pursuant to the terms of this Mortgage may contain a
deductible in excess of $50,000 except for required flood
and earthquake coverage which shall not contain a deductible
in excess of $500,000.  In complying with the insurance
provisions of this Mortgage, Grantor shall be permitted to
deliver blanket policies of insurance to satisfy the
insurance requirements of this Section 2, provided such
policies show the address of the Mortgaged Property and
specifically identify the limits of coverage applicable to
the Mortgaged Property.





		(vii)  Grantor shall deposit with Mortgagee the
original insurance policies (or duplicate copies thereof
with original endorsements extending the coverages to
Mortgagee) providing all coverages required by Section 2 of
this Mortgage.   Not less than ten (10) days prior to the
expiration of any such policy, Grantor will submit to
Mortgagee evidence showing continuing or replacement
coverages in compliance with the foregoing insurance
requirements.





		(c)  Grantor shall immediately notify both the insurers
and Mortgagee of any change of title or use, physical damage,
additional improvements or other factors pertaining to the
Mortgaged Property which may affect any insurance policy or
coverage provided thereunder.





		(d)  Upon failure by Grantor to comply with the
requirements of this Section 2, Mortgagee may, in its discretion
(but shall not be obligated to), procure any insurance required
hereunder in the amounts required above after providing Grantor
with prior written notice of its election to do so, and may pay
the premiums due therefor.  Any amounts so paid by Mortgagee
shall become immediately due and payable to Mortgagee by Grantor,
and shall be secured by this Mortgage.  The delivery to Mortgagee
of any policy of insurance hereunder or renewals thereof (or
certified copies of such policies or renewals) shall constitute
an assignment to Mortgagee of all unearned premiums thereon as
further security for the payment of the Obligations.  If any
foreclosure action or other proceeding hereunder is successfully
maintained by Mortgagee, all right, title, and interest of
Grantor in or to any policy or policies of insurance then in
force shall vest in Mortgagee insofar as such policy or policies
apply to the Mortgaged Property.  


  


		3.  Impositions and Insurance Premiums.  (a) Grantor
shall (i) pay, or cause to be paid, not later than the last day
on which the same may be paid without penalty or interest, all
real estate taxes, general and special assessments, water and
sewer rents, rates, charges, impositions and liens (collectively,
"Impositions") which now or hereafter are imposed by law upon the
Mortgaged Property, and (ii) pay, or cause to be paid, not less
than thirty (30) days prior to the date on which each such policy
of insurance would be subject to cancellation or non-renewal for
failure to pay premiums therefor, all premiums becoming payable
on all insurance required by the terms of Section 2 of this
Mortgage to be maintained by Grantor with respect to the
Mortgaged Property ("Insurance Premiums").  Grantor shall furnish
to Mortgagee evidence satisfactory to Mortgagee of payment of the
Impositions and the Insurance Premiums promptly after Mortgagee's
request therefor from time to time.  Provided that Grantor is not
then in default, Grantor shall have the right to contest the
validity or amount of any Imposition by appropriate proceedings
diligently conducted in good faith, subject to the provisions of
Subsection 8(c).





		(b)  In the event of the passage after the date of this
Mortgage of any federal, state, municipal, or other governmental
law, order, rule, or regulation deducting from the value of the
Mortgaged Property, for the purpose of taxation, any lien
thereon, taxing the lien, or in any manner changing or modifying
the laws now in force governing the taxation of mortgages or
debts secured by mortgages or the manner of collecting taxes so
as to impose a tax hereon or otherwise adversely to affect
Mortgagee, this Mortgage or the Obligations, Grantor shall pay
the amount of such taxes if it may lawfully do so or shall (in
the event that Grantor may not lawfully pay any such amount)
provide Mortgagee with  substitute collateral having a collateral
value and utility substantially equivalent to those afforded to
Mortgagee by this Mortgage and otherwise reasonably acceptable to
Mortgagee.





		4.  The First Mortgage.  Grantor and (by its acceptance
hereof) Mortgagee acknowledge that the Mortgaged Property is
subject to the lien and operation of (a) that certain Open End
Mortgage, Security Agreement and Assignment of Rents and Leases
from Grantor in favor of Mortgagee, dated as of November 15,
1999, recorded as instrument no. 99005278 in the real property
records of Lake County, Ohio (the "First Mortgage"); (b) an
Assignment of Leases, Rents, Contracts, Income and Proceeds from
Grantor in favor of Mortgagee also dated as of November 15, 1999,
and recorded as instrument no. 990052769, aforesaid records; and
(c) a Uniform Commercial Code Financing Statement from Grantor as
Debtor to Mortgagee as Secured Party, recorded as instrument no.
99212579, aforesaid records.  The First Mortgage, the
aforementioned Assignment and the Financing Statement are
collectively referred to as the "First Mortgage Documents."
Grantor covenants and agrees to observe, perform and discharge
all of its obligations under the First Mortgage Documents as and
when required thereby, and acknowledges that the occurrence of
any event of default under the First Mortgage Documents which
remains uncured following the expiration of the applicable period
of notice or grace set forth therein shall constitute an Event of
Default hereunder.  Mortgagee acknowledges by its acceptance
hereof that this Mortgage and all of Mortgagee's rights hereunder
are subject to the rights of the holder of the First Mortgage.





		5.  Damage or Destruction.  (a) Provided that there is
then no uncured Event of Default (as defined below) hereunder:
(i) Grantor shall have the absolute right with respect to any
damage to the Mortgaged Property resulting in a claim against
Grantor's insurance in an amount under Two Hundred Fifty Thousand
Dollars ($250,000), and (ii) Grantor and Mortgagee in all other
cases shall both have the right, to participate in the
settlement, adjustment or compromise of any claims for loss or
destruction under any policy or policies of insurance.  Subject
to the provisions of Subsection 5(c) below, the insurance loss
proceeds shall be delivered to Mortgagee and be applied, subject
to the terms herein, without penalty or premium, to the
outstanding Obligations which are then due and payable under any
of the Transaction Documents, unless Mortgagee elects to make
such proceeds available for restoration purposes.





		(b)  Any proceeds not required to be used for
restoration shall be applied to pay off or reduce the unpaid
balance of the Obligations as hereinafter provided.  Such
proceeds shall, promptly after receipt by Mortgagee, be applied
by Mortgagee, first, to pay the actual costs, fees and expenses,
if any, incurred in connection with the adjustment of the loss,
and, second, to reduction of the Obligations in such order or
manner as Mortgagee may, in its discretion, determine, with any
excess held by it over the amount of the Obligations to be
returned to Grantor or any party entitled thereto without
interest.





		(c)  Notwithstanding anything herein to the contrary
and provided that there is no uncured Event of Default, Grantor
shall have the absolute right to apply the insurance proceeds for
any loss valued at under Two Hundred Fifty Thousand Dollars
($250,000) to the restoration or replacement of the Improvements
and or any personal property or fixtures located on the Real
Property, provided that Grantor gives Mortgagee notice of the
destruction and amount of damage thereof.  In addition,
notwithstanding anything herein to the contrary, in the event of
destruction in an amount greater than Two Hundred Fifty Thousand
Dollars ($250,000.00), the insurance proceeds shall be applied in
payment of the restoration or replacement of any Improvements and
personal property or fixtures located on the Real Property
without in any way affecting the lien of this Mortgage or the
obligation of Grantor or any other person for payment of the
Obligations, provided (x) that there shall then be no uncured
Event of Default, and (y) that all such damage can, using
reasonable diligence, be restored to a condition substantially
equivalent to that which existed immediately prior to the
occurrence of such casualty within a reasonable time thereafter.





		(d)  Grantor shall, at its sole cost and expense, and
without regard to whether the insurance proceeds shall be
sufficient for such purpose, restore, repair, replace, and
rebuild the Mortgaged Property as nearly as possible to its
value, condition and character immediately prior to such damage
or destruction.  In such event, all insurance proceeds paid to
Grantor on account of such damage or destruction, less the actual
costs, fees and expenses, if any, incurred in connection with
adjustment of the loss, shall be released by Mortgagee to be
applied to payment (to the extent of actual restoration
performed) of the cost of such restoration.  If the insurance
proceeds are so made available by Mortgagee for restoration, any
surplus which may remain out of said proceeds after payment of
the cost of restoration shall, at the option of Mortgagee, be
applied to the Obligations or be paid to any party entitled
thereto and under the conditions that Mortgagee may require.
Insurance proceeds shall be applied to the cost of restoration
and released to or at the direction of Grantor pursuant to
Mortgagee's standard and customary construction disbursement
requirements, including without limitation as follows:





		(i)  Grantor shall submit to Mortgagee, promptly after
the date of such damage or destruction, complete plans and
specifications for the restoration.  The plans and
specifications shall be subject to the approval of
Mortgagee.  Mortgagee shall, within thirty (30) days after
submission thereof, either approve the plans and
specifications or serve written notice upon Grantor of
disapproval thereof, setting forth Mortgagee's objections
thereto.





		(ii)  Grantor shall submit to Mortgagee for approval a
copy of all material contracts and agreements relating to
the restoration.





		(iii)  Once a month or at any other time as may be
agreed upon during the progress of the restoration, and upon
the written request of Grantor, Mortgagee shall, from the
insurance proceeds and subject to the conditions described
below, pay to Grantor an amount equal to ninety percent
(90%) of the payment to be made for all work done, materials
supplied and services rendered in respect of such
restoration during such month or other period.  At the
completion of the restoration, the balance of the insurance
proceeds to the extent of and as required to complete the
payment of the cost of Restoration shall be paid to Grantor.





		(iv)  Grantor shall submit to Mortgagee the following
at the time of each request for an advance, which shall be
conditions precedent to payment:





							A.  A certificate signed by Grantor and Grantor's
architect or engineer (whichever is appropriate)
providing that:





										1.  The sum then requested either has been
paid by Grantor or is justly due to contractors,
subcontractors, materialmen, engineers, architects
or other persons who have rendered services or
furnished materials for the restoration therein
specified; the names and addresses of such
persons, a brief description of such services and
materials, the amounts so paid or due to each of
said persons in respect thereto; that no part of
such expenditures has been or is being made the
basis, in any previous or then pending request,
for the withdrawal of insurance money or has been
made out of the proceeds of insurance received by
Grantor; and that the sum then requested does not
exceed the value of the services and materials
described in the certificate.





										2.  Except for the sum requested in such
certificate, retention payments and sums
reasonably disputed by Grantor in connection with
the restoration, there is no outstanding
indebtedness known to the person signing such
certificate, after due inquiry, for labor, wages,
materials, supplies or services in connection with
the restoration which, if unpaid, might become the
basis of a vendor's, mechanic's, laborer's, or
materialmen's statutory or similar lien upon the
Mortgaged Property or any part thereof.





										3.  The cost, as estimated by the persons
signing such certificate, to complete the
restoration subsequent to the date of such
certificate, does not exceed the amount of the
insurance proceeds, plus any amount deposited by
Grantor with Mortgagee to defray such cost and
remaining in the hands of Mortgagee after payment
of the sum requested in such certificate.





										4.  The restoration so far completed is in
substantial accordance with the plans and
specifications therefor and any change orders
approved, in writing, by Mortgagee.





							B.  A title report or endorsement by a title
company acceptable to Mortgagee or any other evidence
reasonably satisfactory to Mortgagee showing that there
has not been filed with respect to the Mortgaged
Property or the Land any vendor's, mechanic's,
laborer's, materialmen's or other similar lien which
has not been discharged of record, except that which
will be discharged by payment of the amount then
requested.





		(v)  During the restoration, Mortgagee, and any
architect, engineer or other representative whom Mortgagee
may select to act on its behalf, may inspect the
restoration.  Grantor shall keep on the building site copies
of all plans, shop drawings and specifications relating to
the restoration and permit Mortgagee or its architect,
engineer or other representative to examine such plans,
drawings and specifications at all reasonable times, or, in
the alternative, shall furnish Mortgagee with copies
thereof.  If during the restoration, Mortgagee or its
architect, engineer or other representative, determines that
the materials do not substantially conform to the approved
specifications or that the Mortgaged Property is not being
restored in accordance with the approved plans (including
any change orders approved, in writing, by Mortgagee),
notice shall be given to Grantor specifying in detail the
particular deficiency, omission or other respect in which it
is claimed that the restoration does not conform with such
plans and specifications as approved.  Upon the receipt of
any such notice and a copy of any report or inspection upon
which such notice is based, Grantor shall take all necessary
action to correct any such deficiencies, omissions or
otherwise, and if necessary for the purpose of effectuating
such corrections, shall immediately remove such materials,
replace such construction and furnish materials in
accordance with such plans and specifications or with
materials of equal quality as those provided for in such
plans and specifications.





		(e)  If, while any insurance proceeds are being held by
Mortgagee to reimburse Grantor for the cost of rebuilding or
restoration of the Mortgaged Property, an event of default shall
occur under any Swap Document, Mortgagee shall be entitled to
apply all such insurance proceeds then held by it in reduction of
the Obligations in such order and manner as Mortgagee may, in its
discretion, determine, and any excess held by it over the amount
of the Obligations shall be returned to Grantor or any party
entitled thereto without interest.





		(f)  If the Mortgaged Property is sold following
foreclosure or if Mortgagee acquires title to the Mortgaged
Property, Mortgagee shall have all the right, title and interest
of Grantor in and to any proceeds resulting from any damage to
the Mortgaged Property prior to such sale or acquisition.





		6.	No Further Encumbrances; No Disposition.  Grantor
shall not, except for occupancy leases entered into in the
ordinary course of Grantor's business and utility easements
serving the Mortgaged Property, make, create, or suffer to be
made or created any sale, transfer, conveyance, assignment or
further encumbrance of the Mortgaged Property, or any part
thereof, or any interest therein or any contract or agreement to
do any of the same without Mortgagee's prior written consent,
which consent may be withheld in Mortgagee's sole and absolute
discretion. A sale, transfer, conveyance or assignment means the
conveyance by Grantor of any legal or equitable right, title or
interest in the Mortgaged Property, or any part thereof, whether
such conveyance is voluntary or involuntary, by outright sale,
deed, installment sale contract, land contract, lease option
contract, or any other method of transferring any interest in
real property.  Any encumbrance means a lien, mortgage or any
other encumbrance subordinate to this Mortgage.  Further, in the
event of default under any of the provisions of this Section 6,
Mortgagee may, without notice to Grantor, deal with such
successor or successors in interest with reference to this
Mortgage, the Obligations and the Transaction Documents and in
the same manner as with Grantor.





		7.	Condemnation.  Grantor shall promptly notify
Mortgagee of any action or proceeding relating to any
condemnation or other taking, whether direct or indirect of the
Mortgaged Property, or part thereof, and Grantor shall appear in
and prosecute any such action or proceedings unless otherwise
directed by Mortgagee in writing.  Grantor authorizes Mortgagee
at Mortgagee's option, as attorney in fact for Grantor, (which
authorization shall be irrevocable, being coupled with an
interest in the Mortgaged Property for the duration of this
Mortgage) to commence, appear in and prosecute, in Mortgagee's or
Grantor's name, any action or proceeding relating to any
condemnation or other taking of the Mortgaged Property, whether
direct or indirect, and to settle or compromise any claim in
connection with such condemnation or other taking; provided,
however, that Mortgagee shall not settle or compromise any claim
without the consent of Grantor, which consent shall not be
unreasonably withheld, unless there shall then be an uncured
Event of Default (in which case the Mortgagee may grant or
withhold its consent in its sole discretion).  The proceeds of
any award, payment or claim for damages, direct or consequential,
in connection with any condemnation or other taking, whether
direct or indirect, of the Mortgaged Property or any part
thereof, or for conveyance in lieu of condemnation, are hereby
assigned to and shall be paid to Mortgagee; and all condemnation
money so received shall be forthwith applied by Mortgagee to the
restoration of the Mortgaged Property, subject to all of the
conditions for restoration of the Mortgaged Property set forth in
Section 5 hereof, or otherwise to the payment of the Obligations,
with any surplus being payable to Grantor.





		8.  Maintenance, Alterations and Compliance.
(a)  Grantor will at all times:  (i) maintain the Mortgaged
Property in good repair, free from waste or nuisance of any kind,
and will make (or cause to be made) all repairs, replacements,
improvements and additions which may be necessary to preserve and
so maintain the Mortgaged Property; (ii) comply with all
applicable laws, ordinances and regulations affecting the
Mortgaged Property and its use; (iii) except as otherwise agreed
by Mortgagee in writing, not alter, destroy or remove any of the
Improvements, fixtures or personal property included within the
Mortgaged Property or permit the Mortgaged Property to be
altered, destroyed or removed by any other person (except for
repairs and replacements in the ordinary course of Grantor's
business which do not materially and adversely effect the value
of the Mortgaged Property); (iv) complete in a good and
workmanlike manner any Improvement which is being or may be
constructed or repaired thereon; and (v) pay when due all claims
for labor performed and material furnished to the Real Property
and immediately will remove any lien of mechanics or materialmen
or any judgment lien which attaches to the Mortgaged Property.





		(b)  Grantor represents that all certificates,
licenses, and permits (herein collectively "Permits") required by
applicable laws, ordinances, codes and regulations for the
operation of the Mortgaged Property as currently being operated
and for the uses to which it currently is devoted are presently
in full force and effect.  Grantor shall keep, or cause to be
kept, all Permits now or hereafter required in full force and
effect and to obtain renewals thereof, and to furnish, upon
request, copies thereof to Mortgagee, before expiration.





		(c)  Notwithstanding the provisions of Subsection 8(a)
hereof, Grantor may, at its own expense and after prior written
notice to Mortgagee, contest in good faith the validity or the
amount of any lien otherwise required to be discharged
immediately by Grantor pursuant to the provisions of Subsection
8(a); provided that (i) there is no uncured default or Event of
Default at the time of the initiation or during the prosecution
of such contest: (ii) such contest is brought in good faith and
prosecuted with reasonable diligence: (iii) such contest shall
preclude the sale or forfeiture of the Mortgaged Property (or
Grantor shall provide Mortgagee with such reasonable security or
other assurances as Mortgagee may request in connection with such
contest); and (iv) Grantor shall indemnify Mortgagee of and from
any and all liability, loss, cost or expense which may be
incurred by or asserted against any such party in connection
with, or in consequence of, any such contest. If in the judgment
of Mortgagee, the nonpayment of any such lien, even if contested
in good faith, would materially and adversely affect the lien
hereof or Mortgagee's security in the Mortgaged Property, or
would subject the Mortgaged Property to imminent sale or
forfeiture, Grantor immediately shall cause such lien to be
discharged of record.  In addition, Grantor may, after prior
written notice to Mortgagee and at Grantor's sole cost and
expense, challenge the validity or the application to Grantor or
the Mortgaged Property of any law, ordinance, regulation or
requirement, provided that: (x) Grantor shall provide Mortgagee
with such reasonable security as Mortgagee may require in
connection with such contest; (y) the prosecution of such contest
will be undertaken in good faith and diligence and will defer the
enforcement of the subject-matter thereof; and (z) neither
Grantor nor Mortgagee will become subject to liability in
connection with any non-performance of the disputed matter, and
the Mortgaged Property will not be subjected to imminent sale or
forfeiture as a result of any such permitted contest.





		9.  Zoning; Tax Parcels.





		(a)	Grantor shall not modify or amend the zoning
classification of the Mortgaged Property without the prior,
written consent of the Mortgagee.





		(b)	Grantor shall not impair the integrity of the Land
as one or more complete and separate subdivided zoning lots and
tax parcels.  Without limiting the foregoing Grantor warrants
that the Land includes only complete tax parcels and subdivided
lots or tracts, and that there are no tax parcels or subdivided
lots or tracts which are partially within the Land and partially
not included within the Land.





		10.  Mortgagee's Right to Protect Mortgaged Property.
On the occurrence and at any time during the pendency of any
Event of Default, and in addition to any and all other rights and
remedies which may then be available to Mortgagee, Mortgagee may,
in its discretion and without further notice or demand upon
Grantor (but with no obligation to do so and without releasing
Grantor from any obligation), or any receiver appointed with
respect to the Mortgaged Property may, make payment of any such
sums and perform any such covenants and obligations which have
not been timely and fully paid and performed, in such manner and
to such extent as Mortgagee or such receiver may deem necessary
for the protection of the Mortgaged Property.  Grantor
immediately upon demand shall repay all sums so advanced and all
costs and expenses incurred by Mortgagee in exercise of the
foregoing rights (including, without limitation, reasonable costs
of evidence of title, court costs, appraisals, surveys,
environmental consultants', and receivers', trustees' and
attorneys' fees and expenses), with interest at the Default
Interest Rate specified in the Note from the date of such
payments or advances.  All sums so advanced or expended, with
interest as aforesaid, shall be secured hereby.





		11.  Further Assurances.  Grantor shall execute,
acknowledge, and deliver such documents and instruments
consistent with the terms of this Mortgage which Mortgagee may
request for the purpose of confirming the lien, operation and
effect of this Mortgage.





		12. 	Responsibility for Compliance with Environmental
Laws.  (a)  The following definitions shall apply to this
Section:





		(i)  "Hazardous Materials" means:  (A) any hazardous
wastes and/or toxic chemicals, materials, substances or
wastes as defined by or for the purposes of any of the
Environmental Laws (as hereinafter defined); (B) any "oil",
as defined by the Clean Water Act, as amended from time to
time, and regulations promulgated thereunder (including
crude oil or any fraction thereof and any petroleum products
or derivatives thereof); (C) any substance, the presence of
which is prohibited, regulated or controlled by any other
applicable federal or state or local laws, regulations,
statutes or ordinances now in force or hereafter enacted
relating to waste disposal or environmental protection or
relating to the exposure to, or manufacture, possession,
presence, use, generation, storage, transportation,
treatment, release, emission, discharge, disposal,
abatement, cleanup, removal, remediation or handling of any
such substance; (D) any asbestos or asbestos-containing
materials, polychlorinated biphenyls ("PCBs") in the form of
electrical equipment, fluorescent light fixtures with
ballasts, cooling oils or any other form, urea formaldehyde,
atmospheric radon at levels over four picocuries per cubic
liter; (E) any solid, liquid, gaseous or thermal irritant or
contaminant, such as smoke, vapor, soot, fumes, alkalis,
acids, chemicals, pesticides, herbicides, sewage, industrial
sludge or other similar wastes; (F) industrial, nuclear or
medical by-products; and (G) any regulated substances
contained in any underground storage tank(s).





		(ii)  "Environmental Laws" means all present and future
laws, statutes, ordinances, rules, regulations, orders, and
determinations of any governmental authority, pertaining to
health, protection of the environment, natural resources,
conservation, wildlife, waste management, regulation of
activities involving Hazardous Materials, and pollution,
including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act
("Superfund" or "CERCLA"), 42 U.S.C. SS 9601 et seq., the
Superfund Amendments and Reauthorization Act of 1986
("SARA"), 42 U.S.C. SS 9601(2)(D), the Resource Conservation
and Recovery Act ("RCRA"), 42 U.S.C. SS 6901 et seq., the
Federal Water Pollution Control Act, as amended by the Clean
Water Act (the "Clean Water Act"), 33 U.S.C. SS 1251 et
seq., the Clean Air Act ("CAA"), 42 U.S.C. SS 7401 et seq.,
and the Toxic Substances Control Act ("TCSA"), 15 U.S.C.
SS 2601 et seq., as amended from time to time.





		(iii)  "Release" means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping in violation of
Environmental Laws and includes any "threatened" Releases.





		(iv)  "Losses" means any and all costs associated with
any actions, claims, damages, defenses, demands,
disbursements, expenses, fees, fines, judgments, lawsuits,
liabilities, liens, losses, obligation, penalties, and/or
proceedings (including, but not limited to, all reasonable
attorneys' fees and all other reasonable professional or
consultants' expenses) incurred in investigating, preparing
for, serving as a witness in or defending against any action
or proceeding whether actually commenced or threatened,
which may be asserted against or incurred by Indemnified
Persons (as hereinafter defined).





		(v)  "Proceeding" means any judicial, quasi-judicial,
administrative or governmental proceeding brought pursuant
to the Environmental Laws which may give rise to Losses
hereunder.





		(b)  Subject to the terms of Subsections (e) and (f) of
this Section 12, Grantor hereby agrees to indemnify, save, defend
and hold harmless Mortgagee and its officers and directors, and
their successors and assigns (collectively, the "Indemnified
Persons"), from and against the full amount of any and all Losses
arising from, in respect of, as a consequence of or in connection
with any of the following:





		(i) the Release of and the necessary containment,
control, detoxification, remediation, removal and/or storage
of any Hazardous Materials in, on, under, or from the Real
Property;





		(ii) any claims or actions asserted by any person or
entity (including, without limitation, any governmental
agency or quasi-governmental authority, board, bureau,
commission, department, instrumentality or public body,
court, or administrative tribunal (a "Governmental
Agency")), in connection with or in any way arising out of
the generation, manufacturing, presence, use,
transportation, treatment, storage, disposal, or Release of
any Hazardous Material in, on, under, or from the Real
Property, either prior to or after the date of this Mortgage
and either prior to or after the time that Grantor became
owner of the Real Property;





		(iii) the violation or claimed violation of any
Environmental Laws with respect to the Real Property,
whether such violation or claimed violation occurred prior
to or after the date of this Mortgage and regardless of
whether such violation occurred prior to or after the time
that Grantor became owner of the Real Property; and





		(iv) all foreseeable and all unforeseeable consequences
of items described in clauses (i), (ii) and (iii) above
resulting in Losses.





		(c)  All amounts paid pursuant to this Mortgage in
respect of any and all Losses shall be due and payable as such
Losses are incurred.  Within a reasonable time after any such
Losses are incurred, Mortgagee shall so notify Grantor; provided,
however, that failure or delay by Mortgagee to give such notice
shall not relieve Grantor from any liability, duty or obligation
hereunder.  Grantor will pay interest on any amount not paid
within ten (10) days from the date written notice of such Losses
is received by Grantor, return receipt requested, at the Default
Interest Rate.





		(d)  Grantor agrees to promptly notify Mortgagee of any
Release of Hazardous Materials upon the Real Property or of any
litigation or proceedings pending, threatened or commenced
(whether or not served) against Grantor or any other party in
connection with any Release of Hazardous Materials from the Real
Property in any way affecting the Real Property and of the
receipt of any notice from any Governmental Agency with regard to
any Release of Hazardous Materials from or affecting the Real
Property.  Grantor shall immediately upon receipt provide
Mortgagee with true, complete and correct copies of all such
notices and other documentation related to said notices,
litigation or proceedings.  So long as any Indemnified Person is
the holder of a  mortgagee encumbering the Real Property, Grantor
shall not settle any claim relating to the Real Property under or
on account of any Environmental Law without Mortgagee's prior
written consent, which will not be unreasonably withheld.
Further, if Mortgagee at any time shall become a mortgagee in
possession or a successor in interest to Grantor by foreclosure
or deed in lieu of foreclosure with respect to all or part of the
Real Property, Grantor shall not settle any claim relating to the
Real Property under or on account of any Environmental Law
without Mortgagee's prior written consent which consent, may be
withheld in Mortgagee's sole and absolute discretion.





		(e)  After receipt by Mortgagee of notice of the
commencement of any Proceeding, Mortgagee will, if a claim in
respect thereof is to be made against the Grantor under this
Section 12, notify the Grantor of the commencement thereof in
writing; provided, however, that the failure to give such notice
will not constitute a waiver of any right of Mortgagee or any
other Indemnified Person (a) to any advance or indemnification
hereunder except to the extent that the Grantor may be prejudiced
by the failure of Mortgagee to give such notice, but then only to
the extent of such prejudice, or (b) to release Grantor from any
obligation to indemnify Mortgagee or any other Indemnified Person
which the Grantor may otherwise have to Mortgagee or any other
Indemnified Person.





		(f)  Grantor shall have the following obligations to
defend any Indemnified Person:





		(i)  Upon request of any Indemnified Person, Grantor
shall be bound to and defend any and all actions or
proceedings that may be brought against such Indemnified
Person in connection with or arising out of the matters
covered by this Section 12.  In the event that Grantor is
defending an Indemnified Person, Grantor may settle a claim
against the Indemnified Person only with the Indemnified
Person's prior written consent, which consent may be
withheld in the Indemnified Person's sole and absolute
discretion.





		(ii)  If an Indemnified Person has required Grantor to
defend it, such defense shall be conducted (at Grantor's
sole cost and expense) by reputable attorneys retained by
Grantor, reasonably satisfactory to the Indemnified Person.
In addition, the Indemnified Person shall have the right to
participate in such proceedings and to be represented by
attorneys of its own choosing.  In such case, the
Indemnified Person shall be responsible for the cost of such
participation unless the Indemnified Person shall have
concluded in its sole discretion that the interest of the
Indemnified Person and of Grantor in the action conflict in
such a manner and to such an extent as to require,
consistent with applicable standards of professional
responsibility, the retention of separate counsel for the
Indemnified Person, in which event Grantor shall pay for
separate counsel chosen by the Indemnified Person.  If
Grantor does not timely commence the defense of any such
proceeding, Mortgagee may conduct, at Grantor's expense, the
defense of such proceeding and Grantor will be obligated to
pay the amount of any adverse final judgment or decree
rendered in such proceedings and will also be obligated to
pay all costs and expenses incurred in connection with such
proceedings including attorneys' fees.





		(g)  In any action to enforce or interpret this
Section 12, the Indemnified Persons shall be entitled to receive
from the Grantor all costs including, but not limited to,
reasonable attorneys' fees and all costs of defense incurred in
connection therewith.





		(h)  There is no time limitation on Grantor's
obligations to indemnify under this Section 12.  All of the
obligations set forth herein shall survive the repayment of the
Obligations and the release of this Mortgage and shall survive
the transfer of any or all right, title and interest in and to
the Real Property by Grantor to any party.  Grantor waives all
present and future statutes of limitations as a defense to any
action to enforce the provisions of this Section.  Grantor
acknowledges and agrees that any amounts owed and the obligations
herein stated shall survive and continue to be in full force and
effect notwithstanding a foreclosure conducted pursuant to this
Mortgage, the making of a deed in lieu of foreclosure by Grantor
in favor of Mortgagee, or a transfer of any other interest in the
Real Property, whether by Mortgagee or any of its successors or
assigns. 





		13.  Security Agreement.  (a)  Grantor and Mortgagee
agree:  (i) that, in addition to this Mortgage constituting a
mortgage lien on the Real Property, this Mortgage also shall
constitute and serve as a security agreement within the meaning
of the Ohio Uniform Commercial Code (the "Code") with respect to
that portion of the Mortgaged Property which is personal property
or fixtures, and all replacements of such property, substitutions
for such property, additions to such property, and the proceeds
thereof (said personal property, fixtures, replacements,
substitutions, additions and the proceeds thereof being sometimes
herein collectively referred to as the "Collateral"); (ii) that a
security interest in and to the Collateral is hereby granted to
Mortgagee; and (iii) that all right, title, and interest of
Grantor in and to the Collateral granted to Mortgagee pursuant to
the terms of this Mortgage shall secure payment and performance
by Grantor of the Obligations.  In addition to any other rights
and remedies of Mortgagee hereunder, Mortgagee shall have all the
rights of a secured party under Chapter 1309 of the Ohio Revised
Code with respect to the Collateral.





		(b)  Grantor shall not further encumber or grant a
security interest in the Collateral or any part thereof to any
person other than Mortgagee without the prior written consent of
Mortgagee, and the Collateral shall at all times be owned by
Grantor.  Grantor specifically shall not own or acquire any of
the Collateral by conditional sales agreement or in any other
manner whereby the ownership or any beneficial interest
(including any security interest) in any of the Collateral shall
be held by any person or entity other than Grantor.  Furthermore,
to the extent permitted by law, Grantor hereby authorizes
Mortgagee to sign and file financing statements at any time in
respect of any of the Collateral, without such financing
statements being executed by Grantor, but Grantor shall, however,
at any time on request of Mortgagee, execute, or cause to be
executed, financing statements in respect of any of the
Collateral.  Grantor shall pay all filing fees, including fees
for filing continuation statements in connection with such
financing statements, and shall reimburse Mortgagee for all costs
and expenses of any kind incurred in connection therewith.





		14.  Management.  Grantor shall not enter into any
agreement providing for third-party management or leasing of the
Mortgaged Property without the prior written consent of
Mortgagee, which consent shall not be unreasonably withheld or
delayed.  





		15.  Use of Premises.  Grantor shall use, or cause to
be used, the Mortgaged Property principally and continuously as
an apartment complex, and for no other use or purpose without
Mortgagee's consent.





		16.  Books and Records; Financial Information.  Grantor
will keep or cause to be kept proper books of record in
accordance with generally accepted accounting principals
consistently applied with respect to the Mortgaged Property.
Mortgagee shall have the right to inspect the books and records
relating to the operation of the Mortgaged Property and to make
copies thereof at all reasonable times and upon reasonable notice
to Grantor.  





		17.  Default.  The occurrence of any one or more of the
of the following events shall constitute an "Event of Default"
under this Mortgage:





		(a)  An Event of Default shall occur under any
Transaction Document and shall remain uncured beyond the
expiration of any period of notice or grace applicable to
such event thereunder;





		(b)  An Event of Default shall occur under the First
Mortgage or any First Mortgage Document and shall remain
uncured after the expiration of any period of notice or
grace, or both, applicable to such Event of Default
thereunder;





		(c)  Any payment for Impositions is not made as
required herein or any other payment (other than as
specified in Section 17(a) above) due under any of the
Transaction Documents is not made as and when required
thereby;





		(d)  Grantor shall abandon the Real Property, shall
sell, lease, assign, convey or transfer (or contract to so
sell, lease, assign, convey or transfer) all or any part of
the Mortgaged Property except to the extent expressly
permitted by the terms hereof, file or cause to be filed any
lien or encumbrance against the Mortgaged Property except as
expressly permitted by the terms hereof or of the Loan
Documents, or grant or modify any easement affecting the
Premises (except utility easements for utilities benefitting
the Mortgaged Property) without first obtaining Mortgagee's
written consent;





		(e)  Grantor shall assign all or any part of the Rents


			to any person or entity other than Mortgagee without first
obtaining Mortgagee's written consent;





		(f)  Grantor shall make a general assignment for the
benefit of creditors, become insolvent or file a petition
for voluntary bankruptcy or shall file a petition or answer
seeking reorganization or an arrangement or composition,
extension or readjustment of its indebtedness or its consent
to the appointment of a receiver or trustee of its property
or any part thereof; 





		(g)  A petition for proceedings in bankruptcy or for
reorganization or for an arrangement or composition,
extension or readjustment of the indebtedness of the Grantor
shall be filed against Grantor and Grantor shall admit the
material allegations thereof, or an order, judgment or
decree shall be made approving such petition, or a receiver
or trustee of Grantor or its property or any part thereof
shall be appointed and the same is not dismissed within 60
days of the filing thereof; or





		(h)  Grantor defaults in the performance, observance,
or compliance of any covenant or agreement on its part to be
performed, observed, or complied with hereunder (other than
those defaults specified in subclauses 17(a) through 17(g)
above) or in any other Loan Document and fails to cure the
same within thirty (30) days after written notice of such
default from Mortgagee to Grantor unless such default is not
susceptible to being cured within thirty (30) days in which
event the time shall be extended so long as Grantor is
proceeding in good faith and with due diligence to cure the
same;





and in any and every such case Mortgagee, at its option, may,
after the occurrence and during the pendency of an Event of
Default and subject to the applicable terms of the Swap
Documents, declare the Obligations to be immediately due and
payable as provided in Section 18 below, and Mortgagee may
proceed forthwith to enforce the same and exercise all rights,
remedies, and recourses as are hereafter set forth or otherwise
provided at law or in equity, including foreclosure of this
Mortgage.  





		18.  Acceleration of Maturity.  Mortgagee may, after
the occurrence and during the pendency of an Event of Default, in
its discretion but subject to the applicable provisions of the
Swap Documents, declare the Obligations to be immediately due and
payable, without any presentment, demand, protest, or notice of
any kind not otherwise required to be furnished pursuant to the
Swap Documents; in that event, Grantor shall make payment thereof
immediately.





		19.  Receiver.  Upon commencement of any judicial
proceedings to enforce any right under this Mortgage, the court
in which such proceeding is brought, at any time thereafter,
without notice to Grantor or any party claiming under  (such
notice being hereby expressly waived) and without reference to
the then value of the Mortgaged Property, to the solvency or
insolvency of any person liable for any part of the Obligations
or other grounds for extraordinary relief, may appoint a receiver
for the benefit of Mortgagee with power to take immediate
possession of the Mortgaged Property, manage, rent and collect
the Rents, and the Rents, when collected may be applied toward
the payment of the Obligations and the costs, taxes, insurance
and other items necessary for the protection and preservation of
the Mortgaged Property, including the expenses of such
receivership.  Mortgagee's right to a receiver shall be absolute
and unconditional once an Event of Default occurs.





		20.  Mortgagee's Additional Remedies.  Mortgagee may,
after the occurrence and during the pendency of any Event of
Default, institute appropriate judicial proceedings or proceed
with any right or remedy, independent of or in aid of the power
of entry hereinbefore conferred, as it may deem best for the
protection and enforcement of its rights hereunder or to
foreclose the lien hereof, or to enforce any right or remedy
available to it under the laws of the State of Ohio, or to cause
the Mortgaged Property to be sold as a whole or in parcels under
the judgment or decree of a court or courts of competent
jurisdiction, or may proceed to protect and enforce its rights by
any other proper legal or equitable remedy as it shall deem most
effectual.





		21.  Waiver.  To the full extent that Grantor may
lawfully do so, Grantor waives all errors and imperfections in
any proceedings instituted by Mortgagee to enforce any of its
rights or remedies under any Loan Documents and all benefit of
any present or future moratorium law or any other present or
future law, regulation, or judicial decision which:  (a) exempts
any of the Mortgaged Property or any other property, real or
personal, or any part of the proceeds arising from any sale
thereof from attachment, levy, or sale under execution; (b)
provides for any stay of execution, marshalling of assets,
exemption from civil process, redemption, extension of time for
payment or valuation or appraisement of any of the Mortgaged
Property; or (c) conflicts with any provision of any of the
Transaction Documents.





		22.  Cumulative Remedies.  Every right and remedy
provided in this Mortgage shall be cumulative of every other
right or remedy of Mortgagee whether herein or by law conferred
and may be enforced concurrently therewith; no acceptance of the
performance of any obligation as to which Grantor shall be in
default, or waiver of particular or single performance of any
obligation or observance of any covenant, shall be construed as a
waiver of the obligation  or covenant or as a waiver of any other
default then, theretofore or thereafter existing.





		23.  Expenses.  Grantor shall pay all filing and
recording fees, and all expenses incident to the execution and
acknowledgement of this Mortgage, any mortgage supplemental
hereto, any security instrument with respect to the Mortgaged
Property, and any instrument of further assurance, and all
federal, state, county and municipal stamp taxes and other taxes,
duties, imposts, assessments and charges arising out of or in
connection with the execution and delivery of the Transaction
Documents, this Mortgage, any mortgage supplemental hereto, any
security instrument with respect to the Mortgaged Property or any
instrument of further assurance.  Grantor shall pay or reimburse
Mortgagee, upon demand therefor, for all costs and expenses,
including appraisal and reappraisal costs of the Mortgaged
Property and attorneys' fees, which Mortgagee may incur in
connection with enforcement proceedings hereunder, attorneys'
fees incurred by Mortgagee in any other suit, action, legal
proceeding or dispute of any kind in which Mortgagee is made a
party or appears as party plaintiff or defendant, affecting the
Obligations, this Mortgage, or the Mortgaged Property, or
required in protecting or sustaining the lien of this Mortgage.





		24.  Advances.  This Mortgage secures the unpaid
balance of certain Obligations which may be advanced, and other
financial accommodations which may be extended to or for the
benefit of Borrower under the Swap Documents after this Mortgage
is delivered for recording.  The making of such advances and
other accommodations is obligatory on the part of Mortgagee
subject to the terms and conditions set forth in the Swap
Documents.  The maximum amount of the unpaid balance of all
Obligations (in the aggregate and exclusive of interest thereon
and advances made pursuant hereto for the payment of taxes,
insurance premiums, and for protection of the Mortgaged Property)
which may be outstanding at any time is $10,000,000.  In addition
to any other debt or obligation secured hereby, this Mortgage
shall also secure unpaid balances of advances made with respect
to the Mortgaged Property for the payment of taxes, assessments,
insurance premiums, and costs incurred for maintaining the
Improvements on, or for the protection of, the Mortgaged
Property.





		25.  Mechanics' Lien Law.  Mortgagee shall be and
hereby is authorized and empowered to do, as mortgagee, all
things provided to be done in the mechanics' lien laws of the
State of Ohio (including Section 1311.14 of the Ohio Revised
Code), and all acts amendatory or supplementary thereto.





		26.  Notices.  All notices required hereunder shall be
in writing and shall be deemed properly served if delivered in
person or if sent by registered or certified mail with postage
prepaid and return receipt requested, by overnight courier
service or by facsimile transmittal to the following addresses
(or to such other addresses as either party may subsequently
designate):





	If to Mortgagee:





				NATIONAL CITY BANK 


				National City Center


				1900 East Ninth Street


				Cleveland, Ohio  44114


				Attn:  Gary L. Wimer, Senior Vice-President


					  Investment Real Estate Division


				Fax:   (216) 575-3160





	If to Grantor:





				ASSOCIATED ESTATES REALTY CORPORATION


				5025 Swetland Court


				Cleveland, Ohio  44143-1467


				Attn: Greg Golz, Vice-President


				Fax:  (216) 797-8719





		with a copy concurrently to:





				ASSOCIATED ESTATES REALTY CORPORATION


				5025 Swetland Court


				Cleveland, Ohio  44143-1467


				Attn: Martin A. Fishman, Esq., General
Counsel


				Fax:  (216) 797-8719





All notices, demands, deliveries or other communications required
hereunder shall be deemed received on the date of a signed
receipt, if delivered in person, or, if sent by facsimile, on the
date of sending by facsimile.





		27.  Assignment of Rents, Income, Proceeds and Leases.
Grantor hereby assigns and grants a security interest to
Mortgagee in all the cash, accounts, accounts receivable, general
intangibles, rents and income derived or arising from Grantor's
business operations on the Real Property as additional security
for the Obligations; Mortgagee may, at any time after the
occurrence and during the pendency of an Event of Default
hereunder, without any additional notice and without regard to
the adequacy of any security for the Obligations and with or
without the appointment of a receiver, to enter upon and take
possession of the Mortgaged Property and collect such cash,
accounts, accounts receivable, general intangibles, rents and
income, including those past due and unpaid and apply the same,
less the cost of operation, maintenance and repair and reasonable
collection, management and attorney fees, in reduction of any
Obligations in such order as Mortgagee may determine. The
collection of such cash, accounts, accounts receivable, general
intangibles, rents and income shall not cure or waive any default
hereunder.  Mortgagee shall  not be liable to Grantor, anyone
claiming under or through Grantor or anyone having an interest in
the Mortgaged Property by reason of anything done or left undone
by Mortgagee under this Article, and Grantor shall indemnify
Mortgagee and each of the Lenders from any and all liability,
loss or damage which it may incur under any lease or by reason of
assignment thereof and from any claims or demands which may be
asserted against it by reason of any alleged obligation on its
part to perform any of the terms of said lease; provided,
however, that the obligation so to indemnify shall not extend to
liability arising from or occasioned by any actions taken by
Mortgagee or any receiver appointed for Mortgagee after the date
Mortgagee or any such receiver has assumed control of the
Mortgaged Property.  Grantor warrants that there are no
outstanding assignments or pledges of the cash, accounts,
accounts receivable, general intangibles, rents and income
derived or arising from Grantor's business operations on the Real
Property.





		28.  Obligations Unconditional.  The obligations of the
Grantor to make payments of any and all amounts due hereunder
shall be absolute and unconditional without defense or set-off by
reason of any default whatsoever, including, without limitation a
default by any tenant of the Mortgaged Property under any lease
with the Grantor or under any other agreement or instrument
between the Mortgagee and the Grantor, and such payments to
Mortgagee shall not be decreased, abated, postponed or delayed
for any reason whatsoever, including without limitation, any acts
or circumstances that may constitute failure of consideration,
destruction of or damage to the Mortgaged Property, the taking of
any part of the Mortgaged Property, commercial frustration of
purpose, failure of any person to perform or observe any
agreement, whether expressed or implied, or any duty, liability
or obligation arising out of or connected with this Mortgage, the
Note, or any other Loan Document, or failure of any resident or
occupant of the Mortgaged Property to pay the fees, rentals or
other charges owed to Grantor, and irrespective of whether or not
any such resident or occupant of the Mortgaged Property receives
either partial or total reimbursement as a credit against such
payment, it being the intention of the parties that the payments
required of the Grantor hereunder will be paid in full when due
without any delay or diminution whatsoever.





		29.  Applicable Law.  This Mortgage shall be construed,
interpreted, enforced, and governed by and in accordance with the
laws of the State of Ohio.





		30.  Waiver of Jury Trial.  ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
(I) UNDER THIS MORTGAGE OR ANY OTHER TRANSACTION DOCUMENT, OR
(II) ARISING FROM ANY OBLIGATIONS OR CONTRACTUAL RELATIONSHIP
EXISTING IN CONNECTION WITH THIS MORTGAGE OR ANY OTHER
TRANSACTION DOCUMENT IS HEREBY WAIVED BY GRANTOR, AND IT IS
EXPRESSLY AGREED BY GRANTOR THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.





		31.  Severability.  In the event that any one or more
of the provisions of this Mortgage shall for any reason be held
to be invalid, illegal or unenforceable, in whole or in part, or
in any respect, or in the event that any one or more of the
provisions of this Mortgage shall operate, or would prospectively
operate, to invalidate this Mortgage, then, and in any such
event, such provision or provisions only shall be deemed to be
null and void and of no force or effect and shall not affect any
other provision of this Mortgage, and the remaining provisions of
this Mortgage shall remain operative and in full force and effect
and shall in no way be affected, prejudiced or disturbed thereby.





		32.  Captions.  The section titles or captions
contained in this Mortgage are for convenience only and shall not
be deemed to define, limit or otherwise modify the scope or
intent of this Mortgage.





		33.  Variation in Pronouns.  All the terms and words
used in this Mortgage, regardless of the number and gender in
which they are used, shall be deemed and construed to include any
other number, singular or plural, and any other gender,
masculine, feminine, or neuter, as the context or sense of this
Mortgage or any paragraph or clause herein may require, the same
as if such word had been fully and properly written in the
correct number and gender.





		34.  Binding Effect.  The provisions of this Mortgage
shall bind and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and
assigns and the covenants of Grantor herein shall run with the
land.





		PROVIDED, ALWAYS, that if Grantor shall pay and comply
with all of the Obligations in accordance with the terms of this
Mortgage and the other Transaction Documents at all times during
the pendency thereof, then and in that case, the Mortgaged
Property hereby conveyed and all rights and interests therein and
thereto shall revert to Grantor and the estate, right, title and
interest of Mortgagee therein shall thereupon cease, determine
and become void, and in such case Mortgagee shall execute and
deliver to Grantor at the cost of Grantor, an appropriate release
and discharge of this Mortgage in form to be recorded.





		IN WITNESS WHEREOF, this instrument has been executed
at Cleveland, Ohio as of the date first above written.





Signed and acknowledged


												in the presence of:			ASSOCIATED ESTATES REALTY
CORPORATION








						By: /s/ Greg Golz	


Print Name:				


						Name: Greg Golz	 


					


Print Name: 				Title: Vice President	








STATE OF Illinois		)


		 			)  SS.


COUNTY OF Cook			)








	Before me, a Notary Public in and for said County


and State, personally appeared the above-named ASSOCIATED ESTATES
REALTY CORPORATION, an Ohio corporation, by GREG GOLZ, the Vice
President of such corporation, who acknowledged that he did sign
the foregoing instrument for and on behalf of said corporation,
and that the same is the free act and deed of said corporation,
and his free act and deed individually and as such officer.





	IN TESTIMONY WHEREOF, I have hereunto set my hand


and official seal at River Forest, Illinois, this 16th day of
February, 2000.








			


						 Notary Public











This instrument prepared by:





William K. Smith, Esq.


Taft, Stettinius & Hollister LLP


Bond Court Building, Suite 600


1300 East Ninth Street


Cleveland, Ohio  44114
























EXHIBIT A
























EXHIBIT B