<PAGE>   1




                                 LOAN AGREEMENT


                           Dated as of March 5, 1997


                                 by and between



                              AMBASSADOR XI, L.P.
                                  as Borrower

                                      and

                        NOMURA ASSET CAPITAL CORPORATION
                                   as Lender

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                               TABLE OF CONTENTS


<TABLE>
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ARTICLE I                 CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
         Section 1.1.     Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE II                GENERAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
         Section 2.1.     Amount of the Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
         Section 2.2.     Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
         Section 2.3.     Security for the Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
         Section 2.4.     Borrower's Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
         Section 2.5.     Principal and Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
         Section 2.6.     Voluntary Prepayment and Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
         Section 2.7.     Mandatory Prepayment and Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
         Section 2.8.     Application of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
         Section 2.9.     Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
         Section 2.10.    Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
         Section 2.11.    Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
         Section 2.12.    Central Cash Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
         Section 2.13.    Security Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
         Section 2.14.    Supplemental Mortgage Affidavits  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
         Section 2.15.    Securitization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50

ARTICLE III               CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
         Section 3.1.     Conditions Precedent to Effectiveness 
                          and Disbursement of the Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
         Section 3.2.     Acceptance of Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
         Section 3.3.     Form of Loan Documents and Related
                          Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57

ARTICLE IV                REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
         Section 4.1.     Borrower Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
         Section 4.2.     Survival of Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         Section 4.3.     Borrower's Knowledge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67

ARTICLE V                 AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         Section 5.1.     Borrower Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67

ARTICLE VI                NEGATIVE COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   80
         Section 6.1.     Borrower Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   80

ARTICLE VII               DEFAULTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   83
         Section 7.1.     Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   83
         Section 7.2.     Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   86
         Section 7.3.     Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   86

ARTICLE VIII              MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
         Section 8.1.     Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
         Section 8.2.     Lender's Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
         Section 8.3.     Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
         Section 8.4.     Modification, Waiver in Writing.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         Section 8.5.     Delay Not a Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         Section 8.6.     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         SECTION 8.7.     TRIAL BY JURY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90

</TABLE>

                                                                i
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<TABLE>
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         Section 8.8.     Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         Section 8.9.     Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         Section 8.10.    Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
         Section 8.11.    Preferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
         Section 8.12.    Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
         Section 8.13.    Remedies of Borrower  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   92
         Section 8.14.    Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   92
         Section 8.15.    Exhibits Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   94
         Section 8.16.    Offsets, Counterclaims and Defenses . . . . . . . . . . . . . . . . . . . . . . . . . . .   94
         Section 8.17.    No Joint Venture or Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   94
         Section 8.18.    Waiver of Marshalling of Assets Defense . . . . . . . . . . . . . . . . . . . . . . . . .   94
         Section 8.19.    Waiver of Counterclaim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   95
         Section 8.20.    Conflict; Construction of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .   95
         Section 8.21.    Brokers and Financial Advisors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   95
         Section 8.22.    Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   95
         Section 8.23.    Estoppel Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   95
         Section 8.24.    Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   96
         Section 8.25.    Bankruptcy Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   96
         Section 8.26.    Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   97
         Section 8.27.    Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   98
         Section 8.28.    Cross Collateralization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   98
         Section 8.29.    Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   99
         Section 8.30.    Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   99
</TABLE>




                                       ii
<PAGE>   4

Exhibits

  A -  Allocated Loan Amounts and Debt Service Coverage Ratios 
  B -  Assignment of Agreements (Form) 
  C -  Assignment of Leases and Rents (Form) 
  D -  Engineering Reports 
  E -  Environmental Reports 
  F -  Guaranty and Indemnity Agreement 
  G -  Individual Properties and Managers 
  H -  Manager's Consent and Subordination of Management Agreement (Form)
  I -  Deed of Trust, Assignment of Rents, Security Agreement and Fixture 
         Financing Statement with Power of Sale (Form)
  J -  Promissory Note
  K -  Collection Account Agreement (Form)
  L -  Required Debt Service Payment Certificate (Form) 
  M -  Cash Collateral Account Agreement 
  N -  Non-consolidation Opinion of Ballard Spahr (Form)
  O -  Financing Statements
  P -  Borrower's Estoppel Certificate
  Q -  Opinion of Ballard Spahr
  R -  Opinion of Real Estate Counsel (Colorado)
  S -  Lien Search Reports
  T -  Officer's Certificate (Form)

Schedules

  1 -  Initial Capital Requirements and Capital Reserve Amounts
  2 -  Exceptions to Representations and Warranties





                                      iii
<PAGE>   5




                                 LOAN AGREEMENT


                 THIS LOAN AGREEMENT, made as of March 5, 1997, is by and
between NOMURA ASSET CAPITAL CORPORATION, a Delaware corporation, having an
address at 2 World Financial Center, Building B, New York, New York 10281-1198
("Lender") and AMBASSADOR XI, L.P., a Delaware limited partnership, having an
address at 77 West Wacker Drive, 40th Floor, Chicago, Illinois 60601
("Borrower").

                                    RECITALS

                 WHEREAS, Borrower desires to obtain a loan (the "Loan") from
Lender in the amount of $21,500,000 (the "Loan Amount");

                 WHEREAS, Lender is unwilling to make the Loan unless Borrower
joins in the execution and delivery of this Agreement, the Note and the other
Loan Documents (all of the foregoing capitalized terms as hereinafter defined)
which shall establish the terms and conditions of the Loan;

                 WHEREAS, Borrower and Lender contemplate that Lender's
interest in and to the Loan may be assigned by Lender to Trustee for the
benefit of Certificateholders in connection with the Securitization (all of the
foregoing capitalized terms as hereinafter defined); and

                 WHEREAS, Borrower has agreed to establish certain accounts and
to grant to Lender a security interest therein upon the terms and conditions of
the security agreement set forth in Section 2.13;

                 NOW, THEREFORE, in consideration of the making of the Loan by
Lender and the covenants, agreements, representations and warranties set forth
in this Agreement, the parties hereby covenant, agree, represent and warrant as
follows:

                                   ARTICLE I

                              CERTAIN DEFINITIONS

                 Section 1.1.  Definitions.  For all purposes of this
Agreement:

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

<PAGE>   6
                                                                            2

                 (2)  all accounting terms have the meanings assigned to them
in accordance with generally accepted accounting principles in effect on the
date hereof;

                 (3)  the words "herein", "hereof", and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision; and

                 (4)  the following terms have the following meanings:

                 "AA" means Ambassador Apartments, Inc., a Maryland
corporation.

                 "Account Collateral" has the meaning provided in Section
2.13(a).

                 "Accounts" means Borrower's rights to payment for goods sold
or leased or for services rendered arising from the operation of the Individual
Properties and not evidenced by an Instrument, including, without limitation,
all accounts and accounts receivable arising from the operation of the
Individual Properties, now existing or hereafter coming into existence, and all
Proceeds thereof.  In addition to the foregoing, the term "Accounts" shall
include the meaning such term has in the New York Uniform Commercial Code.

                 "Accrued Interest" has the meaning provided in Section 2.5(b).

                 "Additional Interest Rate" means the difference between the
Revised Interest Rate and interest at 8.08% per annum.

                 "Affiliate" of any specified Person means any other Person
controlling or controlled by or under common control with such specified
Person.  For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities or other beneficial interests, by contract or otherwise; and the
terms "controlling" and "controlled" have the meanings correlative to the
foregoing.

                 "Agreement" means this Loan Agreement, as the same may from
time to time hereafter be modified, supplemented or amended.

                 "Allocated Loan Amount" means the portion of the Loan Amount
allocated to each Individual Property as set forth in Exhibit A attached
hereto, as such amounts shall be adjusted from time to time as hereinafter set
forth.  Upon each adjustment in 

<PAGE>   7
                                                                             3

the amount of Principal Indebtedness due to a  regular monthly payment of 
principal pursuant to Section 2.5(a), each Allocated Loan Amount shall be
decreased by an amount equal to the product of (i) the amount of such principal
payment and (ii) a fraction, the numerator of which is the applicable Allocated
Loan Amount (prior to the adjustment in question) and the denominator of which
is the total of all Allocated Loan Amounts prior to the adjustment to the
Principal Indebtedness resulting in the recalculation of the Allocated Loan
Amount.  When the Principal Indebtedness is reduced as a result of Lender's
receipt of Net Proceeds or Loss Proceeds with respect to a Taking or casualty
affecting 100% of an Individual Property, the Allocated Loan Amount for the
Individual Property with respect to which the Net Proceeds or Loss Proceeds
were received shall be reduced to zero (such Allocated Loan Amount prior to
being so reduced being referred to as the "Withdrawn Allocated Amount"), and
each other Allocated Loan Amount shall (i) if the Withdrawn Allocated Amount
exceeds the Net Proceeds or Loss Proceeds (such excess being referred to as the
"Proceeds Deficiency"), be increased by an amount equal to the product of (1)
the Proceeds Deficiency and (2) a fraction, the numerator of which is the
applicable Allocated Loan Amount (prior to the adjustment in question) and the
denominator of which is the aggregate of all of the Allocated Loan Amounts
other than the Withdrawn Allocated Amount or (ii) if the Net Proceeds or Loss
Proceeds are greater than or equal to the Withdrawn Allocated Amount, remain
unadjusted.

                 "Ambassador II" means Ambassador II, L.P., a Delaware limited
partnership.

                 "Ambassador V" means Ambassador V, L.P., a Delaware limited
partnership.

                 "Annual Budget" has the meaning provided in Section
5.1(Q)(vii).

                 "Approved Annual Budget" has the meaning provided in Section
5.1(Q)(vii).

                 "Assignment of Agreements" means, with respect to an
Individual Property, a first priority Assignment of Management Agreement and
Agreements Affecting Real Estate, in the form attached hereto as Exhibit B,
dated as of the Closing Date, from Borrower, as assignor, to Lender, as
assignee, collaterally assigning to Lender (to the extent set forth in the
Assignment of Agreements) Borrower's interest in and to all contracts between
Borrower and third parties in connection with the management and operation of
the Individual Property, including, without limitation, the Management
Agreement, any agreements with design professionals, all agreements,
allocations and rights with all 



<PAGE>   8
                                                                             4

utility services affecting the Individual Property and all development
agreements and Permits, as the same may hereafter from time to time be
supplemented, amended, modified or extended by one or more written agreements
supplemental thereto, and "Assignments of Agreements" means all such
instruments collectively.

                 "Assignment of Leases" means, with respect to an Individual
Property, a first priority Assignment of Leases and Rents, in the form attached
hereto as Exhibit C, dated as of the Closing Date, from Borrower, as assignor,
to Lender, as assignee, collaterally assigning to Lender Borrower's interest in
and to the Leases and the Rents with respect to such Individual Property, as
the same may hereafter from time to time be supplemented, amended, modified or
extended by one or more agreements supplemental thereto, and "Assignments of
Leases" means all such instruments collectively.

                 "AXI" means Ambassador XI, Inc., a Delaware corporation.

                 "Bank" means LaSalle National Bank or any successor bank
hereafter selected by Lender in accordance with the terms hereof.

                 "Basic Carrying Costs" means the following costs with respect
to the Mortgaged Property: (i) real property taxes and assessments applicable
to the Individual Properties and (ii) insurance premiums for policies of
insurance required to be maintained by Borrower pursuant to this Agreement or
the other Loan Documents.

                 "Basic Carrying Costs Monthly Installment" means Lender's good
faith estimate of 1/12th of the annual amount of Basic Carrying Costs,
calculated so that a sum sufficient to pay any Basic Carrying Cost shall be in
the Basic Carrying Costs Sub-Account at least 30 days prior to the due date
thereof.  Should the Basic Carrying Costs for the current Fiscal Year or
payment period not be ascertainable at the time a monthly deposit is required
to be made, the Basic Carrying Costs Monthly Installment shall be Lender's good
faith estimate based on 1/12th of the aggregate Basic Carrying Costs for the
prior Fiscal Year or payment period with reasonable adjustments.  As soon as
the Basic Carrying Costs are fixed for the current Fiscal Year or period, the
next ensuing Basic Carrying Costs Monthly Installment shall be adjusted to
reflect any deficiency or surplus in prior Basic Carrying Costs Monthly
Installments.

                 "Basic Carrying Costs Sub-Account" means the Sub-Account of
the Cash Collateral Account established and maintained 

<PAGE>   9
                                                                            5

pursuant to Section 2.12 relating to the payment of Basic Carrying Costs.

                 "Borrower" has the meaning provided in the first paragraph of
this Agreement.

                 "Business Day" means any day other than (i) a Saturday or a
Sunday, and (ii) a day on which federally insured depository institutions in
(x) New York, (y) a state in which Servicer or Bank is located or (z) the state
in which the Corporate Trust Office is located are authorized or obligated by
law, governmental decree or executive order to be closed.

                 "Capital Costs" means costs incurred by Borrower in connection
with capital expenditures, tenant improvements and lease commissions with
respect to the Mortgaged Property.

                 "Capital Reserve Amount" means $134,000 per annum which is
$250 per unit and the sum of the amounts specified for each Individual Property
in the Capital Reserve Amount column on Schedule 1 attached hereto.

 "Capital Reserve Monthly Installment" means an amount equal to 1/12th of the
                            Capital Reserve Amount.

                 "Capital Reserve Sub-Account" means the Sub-Account of the
Cash Collateral Account established and maintained pursuant to Section 2.12
relating to the payment of Capital Costs.

                 "Cash Collateral Account" has the meaning provided in Section
2.12(b).

                 "CC Account Agreement" has the meaning provided in Section
2.13(c).

                 "Certificate" means any security issued in connection with the
Securitization.

                 "Certificateholder" means the Person in whose name a
Certificate is registered.

                 "Closing Date" means the date on which this Agreement shall 
become effective pursuant to Section 3.1.

                 "Code" means the Internal Revenue Code of 1986, as amended,
and as it may be further amended from time to time and any successor statutes
thereto and applicable U.S. Department of Treasury regulations issued pursuant
thereto in temporary or final form.

<PAGE>   10
                                                                        6



                 "Collateral" means, collectively, the Land, Improvements,
Equipment, Rents, Accounts, General Intangibles, Instruments, Inventory, Money,
Permits (to the full extent assignable) and all Proceeds, all whether now owned
or hereafter acquired and all other property which is or hereafter may become
subject to a Lien in favor of Lender as security for the Loan.

                 "Collateral Security Instrument" means any right, document or
instrument, other than a Mortgage, given as security for the Loan (including,
without limitation, the Assignments of Leases, the Assignments of Agreements 
and the Manager's Subordinations), as same may be supplemented, amended, 
extended or modified from time to time.

                 "Collection Account Agreements" has the meaning provided in
Section 2.12(b).

                 "Collection Period" means with respect to any Payment Date,
the period of time commencing on and including the eleventh day of the calendar
month preceding the calendar month in which such Payment Date occurs and ending
on and including the tenth day of the calendar month in which such Payment Date
occurs.   If the Closing Date shall occur prior to the tenth day of a calendar
month, the first Collection Period shall commence on and include the Closing
Date and end on and include the tenth day of the calendar month in which the
Closing Date occurs.  If the Closing Date shall occur after the tenth day of a
calendar month, the first Collection Period shall commence on the Closing Date
and end on and include the tenth day of the calendar month following the month
in which the Closing Date occurs.  If the Closing Date shall occur on the tenth
day of a calendar month, the first Collection Period shall consist of a one day
period consisting of the Closing Date.

                 "Condemnation Proceeds" has the meaning provided in Section
2.12(h).

                 "Contingent Obligation" means any obligation of Borrower
guaranteeing any indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, any obligation
of Borrower, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (x) for the purchase or payment of any such
primary obligation or (y) to maintain working capital or equity capital of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make 

<PAGE>   11

                                                                              
                                                                              7 

payment of such primary obligation or (iv) otherwise to assure or hold harmless
the owner of such primary obligation against loss in respect thereof, except 
indemnities required by any title insurance company in connection with the 
issuance of the Title Insurance Policies.  The amount of any Contingent 
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation 
is made (taking into account theon-recourse or limited recourse nature of such 
Contingent Obligation, if applicable) or, if not stated or determinable, the 
maximum reasonably anticipated liability in respect thereof (assuming Borrower
is required to perform thereunder) as determined by Lender in good faith 
(taking into account the non-recourse or limited recourse nature of such 
Contingent Obligation, if applicable).

                 "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered.

                 "Debt Service" means, for any period, the principal, if any,
and interest payments that would be due and payable in accordance with the Note
and this Agreement during such period.

                 "Debt Service Coverage Ratio" means, on any calculation date,
(and calculated either for an Individual Property or for the Individual
Properties as a whole) the quotient obtained by dividing Net Cash Flow for the
12-month period ending on the last day of the month preceding such calculation
date by the Imputed Debt Service for such period.  All calculations of Debt
Service Coverage Ratios shall be made by Borrower, subject to verification by
Lender and an accounting firm reasonably acceptable to Lender (any "Big Six"
accounting firm being deemed acceptable to Lender).  The Debt Service Coverage
Ratios for the Individual Properties as of the Closing Date are set forth on
Exhibit A attached hereto.

                 "Debt Service Payment Sub-Account" means the Sub-Account of
the Cash Collateral Account established and maintained pursuant to Section 2.12
relating to the payment of Debt Service.

                 "Deed of Trust Trustee" means each of the public trustees, if
any, under the Mortgages.

                 "Default" means the occurrence of any event which, but for the
giving of notice or the passage of time, or both, would be an Event of Default.

                 "Default Collateral" has the meaning provided in Section 8.14.

<PAGE>   12
                                                                           8



                 "Default Rate" means (a) during the period prior to but not
including the Optional Prepayment Date, the per annum interest rate equal to
the lesser of (i) the Maximum Amount and (ii) 12.08% and (b) during the period
after and including the Optional Prepayment Date, the per annum interest rate
equal to the lesser of (i) the Maximum Amount and (ii) the Revised Interest
Rate plus 4%.

                 "Defeasance Date" has the meaning provided in Section
8.30(a)(i).

                 "Defeasance Deposit" means an amount equal to the total cost
incurred or to be incurred in the purchase by Borrower of U.S.  Obligations
necessary to meet the Scheduled Defeasance Payments.

                 "Eligible Account" means an account that is:  (i) an account
maintained with a federal or state chartered depository institution or trust
company, whose (x) commercial paper, short-term debt obligations or other
short-term deposits are rated as at least A-1 by each Rating Agency, if the
deposits in such account are to be held in such account for 30 days or less or
(y) long-term unsecured debt obligations are rated by each Rating Agency as at
least AA-, if the deposits in such account are to be held in such account for
more than 30 days, (ii) a segregated trust account maintained with the trust
department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which institution or trust company is
subject to regulations regarding fiduciary funds on deposit substantially
similar to 12 C.F.R. Section  9.10(b), or (iii) an account otherwise acceptable
to each Rating Agency, as confirmed in writing that such account would not, in
and of itself, result in a downgrade, qualification or withdrawal of the then
current ratings assigned to any of the Certificates.

                 "Engineer" means (i) an engineer who prepared an Engineering
Report described on Exhibit D attached hereto or (ii) any reputable Independent
engineer licensed as such in the applicable state.

                 "Engineering Reports" means the property condition reports
with respect to each Individual Property delivered to Lender in connection with
the Loan, as described on Exhibit D attached hereto, and any amendments or
supplements thereto delivered to Lender.

                 "Environmental Claim" means any written request for
information by a Governmental Authority, or any written notice, notification,
claim, administrative, regulatory or judicial action, suit, judgment, demand or
other written communication by 

<PAGE>   13
                                                                        9       

any Person or Governmental Authority alleging or  asserting liability
with respect to Borrower or any Individual Property, whether for damages,
contribution, indemnification, cost recovery, compensation, injunctive relief,
investigatory, response, remedial or cleanup costs, damages to natural
resources, personal injuries, fines or penalties arising out of, based on or
resulting from (i) the presence, Use or Release into the environment of any
Hazardous Substance originating at or from, or otherwise affecting, an
Individual Property, (ii) any fact, circumstance, condition or occurrence
forming the basis of any violation, or alleged violation, of any Environmental
Law by Borrower or otherwise affecting an Individual Property or (iii) any
alleged injury or threat of injury to health, safety or the environment by
Borrower or otherwise affecting an Individual Property.

                 "Environmental Laws" means any and all applicable federal,
state, local and foreign laws, rules or regulations, any judicial or
administrative orders, decrees or judgments thereunder, and any permits,
approvals, licenses, registrations, filings and authorizations, in each case as
in effect as of the date hereof and as amended from time to time, relating to
the protection of human health or the environment, or the Release or threatened
Release of Hazardous Substances into the indoor or outdoor environment
including, without limitation, ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata or otherwise relating to the Use of
Hazardous Substances.

                 "Environmental Reports" means the environmental audit reports
with respect to each Individual Property delivered to Lender in connection with
the Loan, as described on Exhibit E attached hereto, and any amendments or
supplements thereto delivered to Lender.

                 "Equipment" means all fixtures, appliances, machinery,
furniture, furnishings, decorations, tools and supplies now owned or hereafter
acquired by Borrower and located upon the Land or the Improvements and used in
connection with the present or future operation and occupancy of the Land and
the Improvements, including, but not limited to, all beds, linen, radios,
televisions, carpeting, telephones, cash registers, computers, lamps,
glassware, hotel, restaurant and kitchen equipment, any building equipment,
including, but not limited to, all heating, lighting, incinerating, waste
removal and power equipment, engines, pipes, tanks, motors, conduits,
switchboards, security and alarm systems, plumbing, lifting, cleaning, fire
prevention, fire extinguishing, refrigeration, ventilating and communications
apparatus, air cooling and air conditioning apparatus, escalators, elevators,
ducts and compressors, materials and supplies, and all other machinery,
apparatus, equipment, fixtures 

<PAGE>   14
                                                                        10

and fittings now owned or hereafter acquired by Borrower, any portion
thereof or any appurtenances thereto, together with all additions,
replacements, parts, fittings, accessions, attachments, accessories,
modifications and alterations of any of the foregoing, located upon the Land or
the Improvements and used in connection with the present or future operation
and occupancy of the Land and the Improvements, provided, however, that, with
respect to any items which are leased and not owned by Borrower, the Equipment
shall include the leasehold interest only of Borrower, together with any
options to purchase any of said items and any additional or greater rights with
respect to such items which Borrower may hereafter acquire.

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

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

                 "Event of Default" has the meaning provided in Section 7.1.

                 "Excess Cash Flow" has the meaning provided in Section
2.12(g).

                 "Finder" has the meaning provided in Section 8.21.

                 "Fiscal Year" means the 12-month period ending on December
31st of each year or such other fiscal year of Borrower as Borrower may select
from time to time with the prior consent of Lender (which consent shall not be
unreasonably withheld).

                 "GAAP" means generally accepted accounting principles in the
United States of America as of the date of the applicable financial report.

                 "General Intangibles" means all intangible personal property
of Borrower arising out of or directly relating to the Individual Properties
(other than Accounts, Rents, Instruments, Inventory, Money and Permits),
including, without limitation, 

<PAGE>   15
                                                                        11

things in action, settlements, judgments, contract rights, rights to
performance (including, without limitation, rights under warranties), refunds
of real estate taxes and assessments and other rights to payment of Money,
copyrights, trademarks and patents now existing or hereafter in existence.  In
addition to the foregoing, the term "General Intangibles" shall include the
meaning such term has in the New York Uniform Commercial Code.

                 "Governmental Authority" means any national or federal
government, any state, regional, local or other political subdivision thereof
with jurisdiction and any Person with jurisdiction exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

                 "Hazardous Substance" means, collectively, (i) any petroleum
or petroleum products or waste oils, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls
("PCBs"), lead in drinking water, and lead-based paint, the presence,
generation, use, transportation, storage or disposal of which (x) is regulated
or could lead to liability under any Environmental Law or (y) is subject to
notice or reporting requirements under any Environmental Law, (ii) any
chemicals or other materials or substances which are now or hereafter become
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "extremely hazardous wastes," "restricted
hazardous wastes," "toxic substances," "toxic pollutants," "contaminants,"
"pollutants" or words of similar import under any Environmental Law and (iii)
any other chemical or any other material or substance, exposure to which is now
or hereafter prohibited, limited or regulated under any Environmental Law.

                 "Impositions" means all taxes (including, without limitation,
all ad valorem, sales (including those imposed on lease rentals), use, single
business, gross receipts, value added, intangible transaction privilege,
privilege, license or similar taxes), assessments (including, without
limitation, to the extent not discharged prior to the date hereof, all
assessments for public improvements or benefits, whether or not commenced or
completed within the term of the Related Mortgage), ground rents, water, sewer
or other rents and charges, excises, levies, fees (including, without
limitation, license, permit, inspection, authorization and similar fees), and
all other governmental charges, in each case whether general or special,
ordinary or extraordinary, foreseen or unforeseen, of every character in
respect of an Individual Property, or any Rents and Accounts related thereto,
(including all interest and penalties thereon), which at any time prior to,
during or in respect of the 

<PAGE>   16
                                                                        12

term hereof may be assessed or imposed on or in respect of or be a lien upon 
(i) Borrower (including, without limitation, all income, franchise, single 
business or other taxes imposed on Borrower for the privilege of doing 
business in the jurisdiction in which such Individual Property, or any other 
collateral delivered or pledged to Lender in connection with the Loan, is       
located) or Lender, (ii) an Individual Property, or any other collateral
delivered or pledged to Lender in connection with the Loan, or any part thereof
or any Rents therefrom or any estate, right, title or interest therein, or
(iii) any occupancy, operation, use or possession of, or sales from, or
activity conducted on, or in connection with such Individual Property or the
leasing or use of such Individual Property or any part thereof, or the
acquisition or financing of the acquisition of such Individual Property by
Borrower.  Nothing contained in this Agreement shall be construed to require
Borrower to pay any tax, assessment, levy or charge imposed on Lender, Servicer
or any Certificateholder in the nature of a franchise, capital levy, estate,
inheritance, succession, income or net revenue tax.

                 "Improvements" means all improvements owned by Borrower and
now or hereafter situated, placed or constructed upon the Land, including all
buildings, structures and improvements of every nature whatsoever now or
hereafter situated, placed or constructed upon the Land, including, but not
limited to, any and all apartment buildings, houses, power plants, garages,
carports, warehouses, utility sheds, workrooms, swimming pools, tennis courts,
sidewalks, parking areas, drives, retaining walls, fences, gates, grating,
terracing and other improvements and appurtenances thereto, and any and all
additions, alterations and betterments now or hereafter situated, placed or
constructed upon the Land or any part thereof, and to the extent of Borrower's
interest therein, all gas and electric fixtures, radiators, heaters, engines
and machinery, boilers, ranges, elevators and motors, plumbing and heating
fixtures, carpeting and other floor coverings, water heaters, awnings and storm
sashes, and cleaning apparatus which are or shall be attached to the Land or
said buildings, structures or improvements.

                 "Imputed Debt Service" means for any period (and calculated
either for an Individual Property based on its Allocated Loan Amount or for the
Individual Properties as a whole based on the Principal Indebtedness then
outstanding) the aggregate amount of principal and interest payments (excluding
for purposes of such calculations for the Individual Properties, as a whole,
any Scheduled Defeasance Payments) that would be due and payable during the
applicable period calculated using a debt constant of 8.87% per annum.
<PAGE>   17

                                                                        13




                 "Indebtedness" means the Principal Indebtedness, together with
all accrued and unpaid interest thereon and all other obligations and
liabilities due or to become due to Lender pursuant hereto, under the Note or
in accordance with any of the other Loan Documents, and all other amounts, sums
and expenses payable to Lender hereunder or pursuant to the Note or any of the
other Loan Documents.

                 "Indemnified Parties" has the meaning provided in Section
8.26.

                 "Indemnity Agreement" means a Guaranty and Indemnity
Agreement, in the form attached hereto as Exhibit F, dated as of the Closing
Date, from AXI to Lender.

                 "Independent" means, when used with respect to any Person, a
Person who (i) does not have any direct financial interest or any material
indirect financial interest in Borrower or in any Affiliate of Borrower, and
(ii) is not connected with Borrower or any Affiliate of Borrower as an officer,
employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

                 "Individual Property" means the Land, the Improvements and the
Equipment (to the extent same shall be deemed to be fixtures) encumbered by a
Related Mortgage.  All of the "Individual Properties" collectively comprise the
Mortgaged Property.  The Individual Properties are described on Exhibit G
attached hereto.

                 "Initial Capital Requirement" means $115,013, which is the sum
of the amounts specified in the Engineering Reports as being necessary to
complete the deferred maintenance items identified therein (as adjusted by
Lender), as specified for each Individual Property on Schedule 1 attached
hereto.

                 "Instruments" means all instruments, chattel paper, documents
or other writing obtained by Borrower from or in connection with the operation
of the Individual Properties evidencing a right to the payment of Money, 
including, without limitation, all notes, drafts, acceptances, documents of 
title, and policies and certificates of insurance, including, but not limited 
to, liability, hazard, rental and credit insurance,  guarantees and securities,
now or hereafter received by Borrower or in which Borrower has or acquires an 
interest pertaining to the foregoing.  In addition to the foregoing, 
"Instruments" shall include the meaning such term has in the New York Uniform 
Commercial Code.  

<PAGE>   18
                                                                        14

                 "Insurance Proceeds" has the meaning provided in Section
2.12(h).

                 "Insurance Requirements" means all material terms of any
insurance policy required pursuant to this Agreement or a Mortgage and all
material regulations and then current standards applicable to or affecting the
applicable Individual Property or any part thereof or any use or condition
thereof, which may, at any time, be recommended by the Board of Fire
Underwriters, if any, having jurisdiction over such Individual Property, or
such other body exercising similar functions.

                 "Interest Accrual Period" means, with respect to a Payment
Date, the period commencing on and including the 11th day of the month in which
the prior Payment Date occurred (or, in the case of the first Payment Date, the
Closing Date) and ending on and including the 10th day of the month in which
the current Payment Date occurs; provided, however, that no Interest Accrual
Period shall extend beyond the Maturity Date.

                 "Interim Servicing Agreement" means an Interim Servicing
Agreement entered into by and between Lender and Servicer with respect to the
servicing of the Loan, as the same may be amended from time to time.

                 "Inventory" means all goods now owned or hereafter acquired by
Borrower intended for sale or lease, or to be furnished under contracts of
service by Borrower in connection with the Individual Properties, including,
without limitation, all inventories of food, beverages and other comestibles
held by Borrower for sale or use at or from the Individual Properties, and all
other such goods, wares, merchandise and materials and supplies of every nature
held by Borrower for sale to or for consumption by tenants or guests of the
Individual Properties and others, and all such other goods returned to or
repossessed by Borrower.  In addition to the foregoing, the term "Inventory"
shall include the meaning such term has in the New York Uniform Commercial
Code.

                 "Land" has the meaning provided in the Mortgages.

                 "Leases" means all leases and other agreements or arrangements
with or assumed by Borrower as landlord affecting the use or occupancy of all
or any portion of the Individual Properties now in effect or hereafter entered
into (including, without limitation, lettings, subleases, licenses,
concessions, tenancies and other occupancy agreements with or assumed by
Borrower as landlord covering or encumbering all or any portion of the
Individual Properties), together with any guarantees, supplements, amendments,
modifications, extensions and renewals 

<PAGE>   19

                                                                        15

of the same, and all additional remainders, reversions and other rights and 
estates appurtenant thereto.

                 "Legal Requirements" means all governmental statutes, laws,
rules, orders, regulations, ordinances, judgments, decrees and injunctions of
Governmental Authorities affecting either an applicable Individual Property or
any part thereof or the construction, use, alteration or operation thereof, or
any part thereof, enacted and in force as of the relevant date, and all
Permits, licenses and authorizations and regulations relating thereto, and all
covenants, agreements, restrictions and encumbrances contained in any
instruments, either of record or known to Borrower, at any time in force
affecting such Individual Property or any part thereof, including, without
limitation, any which may (i) require repairs, modifications or alterations in
or to such Individual Property or any part thereof, or (ii) in any way limit
the use and enjoyment thereof.

                 "Lender" has the meaning provided in the first paragraph of
this Agreement.

                 "Lien" means any mortgage, deed of trust, lien (statutory or
other), pledge, hypothecation, assignment, preference, priority, security
interest or any other encumbrance or charge on or affecting an Individual
Property or any portion thereof or Borrower, or any interest therein,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, the filing of any financing statement or similar 
instrument under the Uniform Commercial Code or comparable law of any other 
jurisdiction, domestic or foreign, and mechanic's, materialmen's and other 
similar liens and encumbrances.

                 "Loan" has the meaning provided in the Recitals hereto.

                 "Loan Amount" has the meaning provided in the Recitals hereto.

                 "Loan Documents" means this Agreement, the Note, the
Mortgages, the Assignments of Leases, the Assignments of Agreements, the
Indemnity Agreement, the Manager's Subordinations and all other agreements,
instruments, certificates and documents delivered by or on behalf of Borrower
or any Affiliate to evidence or secure the Loan or otherwise in satisfaction of
the requirements of this Agreement, the Mortgages or the other documents listed
above.

                 "Loss Proceeds" has the meaning provided in Section 2.12(h).
<PAGE>   20
                                                                        16


                 "Losses" has the meaning provided in Section 8.26.

                 "Management Agreement" means, with respect to an Individual
Property, the Management Agreement entered into between the Manager and
Borrower pertaining to the management of such Individual Property and in the
form attached to the Manager's Subordination for such Individual Property or
such other form as may be approved by Lender in Lender's reasonable discretion
and "Management Agreements" means all such agreements collectively.

                 "Manager" means, with respect to an Individual Property, the
Person identified on Exhibit G attached hereto or any permitted successor or
assignee, as manager of an Individual Property or all of the Individual
Properties, as the case may be.

                 "Manager's Subordination" means, with respect to an Individual
Property, the Manager's Consent and Subordination of Management Agreement in
the form attached hereto as Exhibit H, dated as of the Closing Date, executed
by the Manager for such Individual Property, Borrower and Lender, and "Manager's
Subordinations" means all such agreements collectively.

                 "Material Adverse Effect" means a material adverse effect upon
(i) the business or the financial position or results of operation of Borrower,
(ii) the ability of Borrower to perform, or of Lender to enforce, any of the
Loan Documents or (iii) the value of (x) the Collateral taken as a whole or (y)
any Individual Property.

                 "Material Contract" means any contract relating to an
Individual Property which is not cancelable on 30 days' notice without penalty
and which requires payment of more than $10,000 per month.

                 "Maturity Date" means March 11, 2027 or such earlier date 
resulting from acceleration.

                 "Maximum Amount" means the maximum rate of interest 
designated by applicable Legal Requirements.

                 "Money" means all of Borrower's rights, now or hereafter
acquired, in moneys, cash, rights to deposit or savings accounts, credit card
receipts or other items of legal tender obtained from or for use in connection
with the operation of the Individual Properties.

                 "Mortgage" means, with respect to an Individual Property, a
first priority Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Financing Statement with Power of 

<PAGE>   21
                                                                        17

Sale, dated as of the Closing Date, granted by Borrower to Deed of Trust 
Trustee for the benefit of Lender (in substantially the form attached hereto 
as Exhibit I) with respect to such Individual Property as security for the 
Loan, as same may hereafter from time to time be supplemented, amended, 
modified or extended by one or more written agreements supplemental thereto, 
but shall exclude any such instrument released by Lender pursuant to Section 
2.11, and "Mortgages" means all such instruments collectively.

                 "Mortgaged Property" means all the Individual Properties
encumbered by the Mortgages then outstanding.

                 "Multiemployer Plan" means a multiemployer plan defined as
such in Section 3(37) of ERISA to which contributions have been made by
Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA.

                 "NACC" has the meaning provided in Section 8.9.

                 "Net Cash Flow" means for any trailing 12 calendar month
period (and calculated either for an Individual Property or for the Individual
Properties as a whole) the excess, if any, of Operating Income for such period
over Operating Expenses for such period, adjusted by deducting the Capital
Reserve Amount (to the extent such amount has not been included in Operating
Expenses).

                 "Net Proceeds" means (i) either (x) the purchase price (at
foreclosure or otherwise) actually received by Lender from a third party
purchaser with respect to one or more Individual Properties as a result of the
exercise by Lender of its rights, powers, privileges and other remedies after
the occurrence of an Event of Default or (y) in the event that Lender is the
purchaser at foreclosure of one or more of such Individual Properties, the fair
market value of such Individual Properties, as determined by Lender in good
faith, or, at Borrower's request and expense, an appraiser, in either case less
(ii) all reasonable costs and expenses, including, without limitation, all
attorneys' fees and disbursements and any closing costs, brokerage fees,
sheriff's or marshall's commissions or the like, if applicable, incurred by
Lender in connection with the exercise of such remedies; provided, however,
that such costs and expenses shall not be deducted to the extent such amounts
previously have been added to the Indebtedness in accordance with the terms of
the Mortgages or applicable law.

                 "Note" means and refers to the promissory note, in the form
attached hereto as Exhibit J, dated the Closing Date, made by Borrower to
Lender pursuant to this Agreement, as such note may be modified, amended,
supplemented, extended or consolidated, 

<PAGE>   22
                                                                        18

and any note(s) issued in exchange therefor or in replacement thereof.

                 "Officer's Certificate" means a certificate delivered to
Lender by Borrower which is signed by an authorized officer of the general
partner of Borrower.

                 "Operating Expense Sub-Account" means the Sub-Account of the
Cash Collateral Account established and maintained pursuant to Section 2.12
relating to the payment of Operating Expenses upon the occurrence and during
the continuance of an Event of Default or for the period from and after the
Optional Prepayment Date.

                 "Operating Expenses" means, for any period, all expenditures
by Borrower required to be expensed under GAAP during such period in connection
with the ownership, operation, maintenance, repair or leasing of the Individual
Properties (or of an Individual Property), including, without limitation:
                      
                 (i)  expenses in connection with the cleaning, repair and
         maintenance of the Individual Properties (or of an Individual
         Property);

                (ii)  wages, benefits, payroll taxes, uniforms, insurance costs
         and all other related expenses for employees of Borrower or any
         Affiliate engaged in the repair, operation and maintenance of the
         Individual Properties (or of an Individual Property);

               (iii)  any management fees and expenses incurred with respect to
         the Individual Properties (or of an Individual Property);

                (iv)  the cost of all electricity, oil, gas, water, steam, heat,
         ventilation, air conditioning and any other energy, utility or similar
         item and overtime services;

                 (v)  the cost of cleaning supplies;

                (vi)  Impositions (other than income taxes);

               (vii)  business interruption, liability, casualty and fidelity
         insurance premiums (which, in the case of any policies covering more
         than one Individual Property, shall be allocated among the Individual
         Properties pro rata in proportion to the insured value of the
         Individual Properties covered by such policies);
<PAGE>   23

                                                                        19



              (viii)  legal, accounting and other professional fees and 
         expenses incurred in connection with the ownership and operation of
         the Individual Properties (or of an Individual Property) including,
         without limitation, collection costs and expenses;

                (ix)  costs and expenses of security and security systems 
         provided to and/or installed and maintained with respect to the 
         Individual Properties (or an Individual Property);

                 (x)  trash removal and exterminating costs and expenses;

                (xi)  advertising and marketing costs;

               (xii)  costs of environmental audits and monitoring, 
         environmental remediation work or any other expenses 
         incurred with respect to compliance with Environmental Laws; and

              (xiii)  all other ongoing expenses which in accordance with GAAP
         should be included in Borrower's annual financial statements as
         operating expenses of the Individual Properties (or of an Individual
         Property).

Notwithstanding the foregoing, Operating Expenses described in more than one
category listed above shall only be counted once and Operating Expenses shall
not include (w) any Capital Costs, (x) depreciation, amortization and other
non-cash charges, (y) any extraordinary items not normally considered an
operating expense in accordance with GAAP or (z) Debt Service and other
payments in connection with the Indebtedness.  Operating Expenses shall be
calculated on the accrual basis of accounting and in accordance with GAAP.

                 "Operating Income" means, for any period, all regular ongoing
income of Borrower during such period from the Permitted Investments or the
operation of the Individual Properties (or of an Individual Property),
including, without limitation:

                 (i)  all amounts payable to Borrower by any Person     as Rent
         relating to the Individual Properties (or an Individual Property);

                (ii)  business interruption proceeds; and

               (iii)  all other amounts which in accordance with GAAP are 
         included in Borrower's annual financial statements as 

<PAGE>   24
                                                                        20


                      operating income of the Individual Properties (or of an 
                      Individual Property).

Notwithstanding the foregoing, Operating Income shall not include (v) any
condemnation or insurance proceeds (other than business interruption proceeds
or condemnation proceeds with respect to a temporary taking and, in either such
case, only to the extent allocable to such period or other applicable reporting
period), (w) any proceeds resulting from the sale, exchange, transfer,
financing or refinancing of all or any portion of one or more Individual
Properties, (x) any Rent attributable to a Lease prior to the date on which the
actual payment of Rent is required to be made thereunder or any Lease
termination payment, (y) any item of income otherwise includable in Operating
Income but paid directly to a Person other than Borrower, the Manager or a
Property Collection Account Bank (unless thereafter deposited in a Property
Collection Account) or (z) security deposits received from tenants until
forfeited.  Operating Income shall be calculated on the accrual basis of
accounting and in accordance with GAAP.

                "Optional Prepayment Date" means March 11, 2007.

                 "Other Borrowings" means, with respect to Borrower, without
duplication (but not including the Indebtedness or any deferred fees payable in
connection with the Transactions) (i) all indebtedness of Borrower for borrowed
money or for the deferred purchase price of property or services, (ii) all
indebtedness of Borrower evidenced by a note, bond, debenture or similar
instrument, (iii) the face amount of all letters of credit issued for the
account of Borrower and, without duplication, all unreimbursed amounts drawn
thereunder, (iv) all indebtedness of Borrower secured by a Lien on any property
owned by Borrower whether or not such indebtedness has been assumed and (v) all
Contingent Obligations of Borrower.

                 "Payment Date" means, for each month, the eleventh day of such
month; provided, however, that for the purposes of calculating payments
hereunder, but not for the purposes of calculating Collection Periods, if the
eleventh day of a given month shall not be a Business Day, then the Payment
Date for such month shall be the next Business Day to occur.  The first Payment
Date shall be March 11, 1997.

                 "PBGC" means the Pension Benefit Guaranty Corporation
established under ERISA, or any successor thereto.

                 "PCBs" has the meaning provided in the definition of
"Hazardous Substances".

<PAGE>   25
                                                                        21


                 "Permits" means, with respect to an Individual Property, all
licenses, permits, allocations, authorizations, approvals and certificates
obtained by or in the name of, or assigned to, Borrower and used in connection
with the ownership, operation, use or occupancy of such Individual Property,
including, without limitation, building permits, business licenses, state
health department licenses, food service licenses, liquor licenses, licenses to
conduct business and all such other permits, licenses and rights, obtained by
or in the name of, or assigned to, Borrower from any Governmental Authority or
private Person concerning ownership, operation, use or occupancy of such
Individual Property.

                 "Permitted Encumbrances" means, with respect to an Individual
Property, collectively, (i) the Lien created by the Related Mortgage or the
other Loan Documents of record, (ii) all Liens and other matters disclosed in
the Title Insurance Policies concerning such Individual Property or any part
thereof, (iii) Liens, if any, for Impositions imposed by any Governmental
Authority not yet due or delinquent or being contested in good faith and by
appropriate proceedings in accordance with Section 2.06(b) of the Mortgages or
other Liens being so contested, (iv) any mechanics' and materialmen's Liens
deleted from the exceptions to, or affirmatively insured against collection
with respect to, the Individual Property under the applicable Title Insurance
Policies, any mechanics' and materialmen's Liens relating to work done by a
tenant and any mechanics' and materialmen's Liens being contested in good faith
and by appropriate proceedings in accordance with Section 2.06(b) of the
Mortgages, (v) without limiting the foregoing, any and all governmental, public
utility and private restrictions, covenants, reservations, easements, licenses
or other agreements of an immaterial nature which may hereafter be granted by
Borrower and which do not materially affect (x) the marketability of title to
the Individual Property, (y) the fair market value thereof or (z) the use or
operation thereof as of the Closing Date and (vi) rights of existing and future
tenants, as tenants only pursuant to Leases.

                 "Permitted Investments" means any one or more of the following
obligations or securities payable on demand or having a scheduled maturity on
or before the Business Day preceding the date upon which the funds in the Cash
Collateral Account are required to be drawn, and having at all times the
required ratings, if any, provided for in this definition, unless each Rating
Agency shall have confirmed in writing to Lender that a lower rating would not,
in and of itself, result in a downgrade, qualification or withdrawal of the
then current ratings assigned to any of the Certificates:

<PAGE>   26
                                                                        22


              (i)        obligations of, or obligations fully guaranteed as to
         payment of principal and interest by, the United States or any agency
         or instrumentality thereof provided such obligations are backed by the
         full faith and credit of the United States of America including,
         without limitation, obligations of: the U.S. Treasury (all direct or
         fully guaranteed obligations), the Farmers Home Administration
         (certificates of beneficial ownership), the General Services
         Administration (participation certificates), the U.S.  Maritime
         Administration (guaranteed Title XI financing), the Small Business
         Administration (guaranteed participation certificates and guaranteed
         pool certificates), the U.S. Department of Housing and Urban
         Development (local authority bonds) and the Washington Metropolitan
         Area Transit Authority (guaranteed transit bonds); provided, however,
         that the investments described in this clause must (A) have a
         predetermined fixed dollar of principal due at maturity that cannot
         vary or change, (B) if rated by S&P, must not have an "r" highlighter
         affixed to their rating, (C) if such investments have a variable rate
         of interest, such interest rate must be tied to a single interest rate
         index plus a fixed spread (if any) and must move proportionately with
         that index, and (D) such investments must not be subject to
         liquidation prior to their maturity;

             (ii)        Federal Housing Administration debentures;

            (iii)        obligations of the following United States government
         sponsored agencies:  Federal Home Loan Mortgage Corp. (debt
         obligations), the Farm Credit System (consolidated systemwide bonds
         and notes), the Federal Home Loan Banks (consolidated debt
         obligations), the Federal National Mortgage Association (debt
         obligations), the Student Loan Marketing Association (debt
         obligations), the Financing Corp. (debt obligations), and the
         Resolution Funding Corp. (debt obligations); provided, however, that
         the investments described in this clause must (A) have a predetermined
         fixed dollar amount of principal due at maturity that cannot vary or
         change, (B) if rated by S&P, must not have an "r" highlighter affixed
         to their rating, (C) if such investments have a variable rate of
         interest, such interest rate must be tied to a single interest rate
         index plus a fixed spread (if any) and must move proportionately with
         that index, and (D) such investments must not be subject to
         liquidation prior to their maturity;

             (iv)         federal funds, unsecured certificates of deposit,
         time deposits, bankers' acceptances and repurchase agreements with
         maturities of not more than 365 days of any bank, the short term
         obligations of which are rated in the 

<PAGE>   27
                                                                        23


         highest short term rating category by each Rating Agency (or
         otherwise acceptable to each Rating Agency as confirmed in writing
         that such investment would not, in and of itself, result in a
         downgrade, qualification or withdrawal of the then current ratings
         assigned to any of the Certificates); provided, however, that the
         investments described in this clause must (A) have a predetermined
         fixed dollar amount of principal due at maturity that cannot vary or
         change, (B) if rated by S&P, must not have an "r" highlighter affixed
         to their rating, (C) if such investments have a variable rate of
         interest, such interest rate must be tied to a single interest rate
         index plus a fixed spread (if any) and must move proportionately with
         that index, and (D) such investments must not be subject to
         liquidation prior to their maturity;

              (v)         fully Federal Deposit Insurance Corporation-insured
         demand and time deposits in, or certificates of deposit of, or
         bankers' acceptances issued by, any bank or trust company, savings and
         loan association or savings bank, the short term obligations of which
         are rated in the highest short term rating category by each Rating
         Agency (or otherwise acceptable to each Rating Agency as confirmed in
         writing that such investment would not, in and of itself, result in a
         downgrade, qualification or withdrawal of the then current ratings
         assigned to any of the Certificates); provided, however, that the
         investments described in this clause must (A) have a predetermined
         fixed dollar amount of principal due at maturity that cannot vary or
         change, (B) if rated by S&P, must not have an "r" highlighter affixed
         to their rating, (C) if such investments have a variable rate of
         interest, such interest rate must be tied to a single interest rate
         index plus a fixed spread (if any) and must move proportionately with
         that index, and (D) such investments must not be subject to
         liquidation prior to their maturity;

             (vi)         debt obligations with maturities of not more than 365
         days and rated by each Rating Agency (or otherwise acceptable to each
         Rating Agency as confirmed in writing that such investment would not,
         in and of itself, result in a downgrade, qualification or withdrawal
         of the then current ratings assigned to any of the Certificates) in
         its highest long-term unsecured rating category; provided, however,
         that the investments described in this clause must (A) have a
         predetermined fixed dollar amount of principal due at maturity that
         cannot vary or change, (B) if rated by S&P, must not have an "r"
         highlighter affixed to their rating, (C) if such investments have a
         variable rate of interest, such interest rate must be tied to a single
         interest rate 
<PAGE>   28
                                                                        24


         index plus a fixed spread (if any) and must move proportionately with
         that index, and (D) such investments must not be subject to 
         liquidation prior to their maturity;

            (vii)         commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on
         demand or on a specified date not more than one year after the date of
         issuance thereof) with maturities of not more than 365 days and that
         is rated by each Rating Agency (or otherwise acceptable to each Rating
         Agency as confirmed in writing that such investment would not, in and
         of itself, result in a downgrade, qualification or withdrawal of the 
         then current ratings assigned to any of the Certificates) in
         its highest short-term unsecured debt rating; provided, however, that
         the investments described in this clause must (A) have a predetermined
         fixed dollar amount of principal due at maturity that cannot vary or 
         change, (B) if rated by S&P, must not have an "r" highlighter affixed
         to their rating, (C) if such investments have a variable rate of 
         interest, such interest rate must be tied to a single interest rate 
         index plus a fixed spread (if any) and must move proportionately with
         that index, and (D) such investments must not be subject to 
         liquidation prior to their maturity; and

           (viii)         the Federated Prime Obligation Money Market Fund (the
         "Fund") so long as the Fund is rated "AAAm" or "AAAm-G" by S&P, or the
         equivalent by each other Rating Agency (or otherwise acceptable to
         each Rating Agency as confirmed in writing that such investment would
         not, in and of itself, result in a downgrade, qualification or
         withdrawal of the then current ratings assigned to any of the
         Certificates);

             (ix)         any other demand, money market or time deposit,
         demand obligation or any other obligation, security or investment,
         provided that each Rating Agency has confirmed in writing to Lender,
         that such investment would not, in and of itself, result in a
         downgrade, qualification or withdrawal of the then current ratings
         assigned to any of the Certificates; and

              (x)         such other obligations as are acceptable as Permitted
         Investments to each Rating Agency, as confirmed in writing to Lender,
         that such obligations would not, in and of itself, result in a
         downgrade, qualification or withdrawal of the then current ratings
         assigned to any of the Certificates;

provided, however, that, in the reasonable judgment of Lender, such instrument
continues to qualify as a "cash flow investment" 

<PAGE>   29
                                                                        25

within the meaning of Code Section 860G(a)(6) earning a passive return in the 
nature of interest and provided further that no instrument or security shall    
be a Permitted Investment if (i) such instrument or security evidences a right
to receive only interest payments or (ii) the right to receive principal and
interest payments derived from the underlying investment provides a yield to
maturity in excess of 120% of the yield to maturity at par of such underlying
investment.

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

                 "Plan" means an employee benefit or other plan established or
maintained by Borrower or any ERISA Affiliate and that is covered by Title IV
of ERISA, other than a Multiemployer Plan.

                 "Principal Indebtedness" means the Loan Amount, initially, as
adjusted by each increase or decrease in the principal amount of the Loan
outstanding, whether as a result of prepayment or otherwise.

                 "Proceeds" means all of Borrower's rights, now or hereafter
acquired, in all proceeds, Rents, profits, products, Accounts, chattel paper,
deposit accounts, Instruments, Equipment, Inventory, consumer goods, farm
products, documents, General Intangibles and other proceeds whether cash or
non-cash, movable or immovable, tangible or intangible (including Insurance
Proceeds and Condemnation Proceeds) from the Collateral, including, without
limitation, those from the sale, exchange, transfer, collection, loss, damage,
disposition, substitution or replacement of any of the Collateral and all
income, gain, credit, distributions and similar items from or with respect to
the Collateral.  In addition to the foregoing, "Proceeds" shall also include
the meaning as such term has in the New York Uniform Commercial Code.

                 "Proceeds Deficiency" has the meaning provided in the
definition of "Allocated Loan Amount".

                 "Property Collection Accounts" has the meaning provided in
Section 2.12(a).

                 "Property Collection Account Bank" means the applicable bank
for each Individual Property and any successor bank 

<PAGE>   30
                                                                        26


hereafter selected by Borrower and approved by Lender in accordance with the 
terms hereof.

                 "Rating Agencies" means Fitch Investors Service, L.P., Moody's
Investors Service, Inc., Duff & Phelps Credit Rating Co. and Standard & Poor's
Ratings Services or any successor thereto, and any other nationally recognized
financial rating agency which may hereafter be engaged by Lender, or its
designees, to rate the Certificates.

                 "Recourse Distributions" has the meaning provided in Section
8.14.

                 "Related Mortgage" means, with respect to a particular
Individual Property, the Mortgage encumbering such Individual Property.

                 "Release" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including, without
limitation, the movement of Hazardous Substances through ambient air, soil,
surface water, ground water, wetlands, land or subsurface strata.

                 "Release Price" has the meaning provided in Section 2.7(a).

                 "Remedial Work" has the meaning provided in Section 5.1(D)(i).

                 "REMIC" means "real estate mortgage investment conduit" for 
federal income tax purposes.

                 "REMIC Trust" means a trust fund created in connection with
the Securitization for which a REMIC election is made under the Code.

                 "Rents" means all rents (whether denoted as base rent, advance
rent, minimum rent, percentage rent, additional rent, reimbursements or
otherwise), issues, income, royalties, profits, revenues, proceeds, bonuses,
deposits (whether denoted as security deposits or otherwise), termination fees,
rejection damages, buy-out fees and any other fees made or to be made in lieu
of rent to Borrower, any award made hereafter to Borrower in any court
proceeding involving any tenant, lessee, licensee or concessionaire under any
of the Leases in any bankruptcy, insolvency or reorganization proceedings in
any state or federal court, and all other payments, rights and benefits of
whatever nature from time to time due to Borrower under the Leases, including,
without limitation, (i) rights to payment earned under 

<PAGE>   31
                                                                           27   


the Leases, (ii) any payments or rights to payment with respect to facilities 
in any way contained within or associated with the Individual Properties, and 
(iii) all other income, consideration, issues, accounts, profits or benefits 
of any nature arising from the possession, use and operation of the Individual
Properties.

                 "Required Debt Service Payment" has the meaning provided in
Section 2.12(f).

                 "Revised Interest Rate" means the per annum rate equal to the
greater of (i) 13.08% and (ii) the Treasury Rate on the Optional Prepayment
Date plus 6.60%.

                 "Scheduled Defeasance Payments" means:

                 (a)  with respect to a defeasance of the Loan in whole
         pursuant to Section 2.6, payments on or prior to, but as close as
         possible to, (i) each scheduled Payment Date, after the Defeasance
         Date and through and including the Payment Date immediately preceding
         the Optional Prepayment Date, upon which interest and principal
         payments are required under this Agreement and in amounts equal to the
         scheduled payments due on such dates under this Agreement and (ii) the
         Optional Prepayment Date, of the Principal Indebtedness and any
         accrued and unpaid interest thereon;

                 (b)  with respect to any defeasance of the Loan in part
         pursuant to Section 2.6, payments on or prior to, but as close as
         possible to, (i) each scheduled Payment Date, after the Defeasance
         Date through and including the Payment Date immediately preceding the
         Optional Prepayment Date, of a proportionate share (based on the 
         percentage of outstanding principal prior to the defeasance 
         represented by the amount of principal defeased) of the monthly 
         installments of principal and interest as provided in Section
         2.5(a) and (ii) the Optional Prepayment Date, of the unpaid portion of
         the amount of the principal so defeased and any accrued and unpaid
         interest thereon; or

                 (c)  with respect to any defeasance of a portion of the Loan
         pursuant to Section 2.7(a), payments on or prior to, but as close as
         possible to, (i) each scheduled Payment Date, after the Defeasance
         Date through and including the Payment Date immediately preceding the
         Optional Prepayment Date, of a proportionate share (based on the
         percentage of outstanding principal prior to the defeasance
         represented by the Release Price) of the monthly installments of
         principal and interest as provided in Section 2.5(a) and (ii) the 
         Optional Prepayment Date, of the unpaid portion of the Release Price 
         and any accrued and unpaid interest thereon.

<PAGE>   32
                                                                        28


                 "Securitization" has the meaning provided in Section 2.15.

                 "Securitization Closing Date" means the date on which  the 
Securitization is effected.

                 "Securitization Expense Reserve Amount" means $53,750.

                 "Securitization Expense Sub-Account" means the Sub-Account of
the Cash Collateral Account established and maintained pursuant to Section 2.12
relating to the payment of Lender's third party fees and expenses in connection
with the Securitization.

                 "Security Agreement" has the meaning provided in Section
8.30(a)(vi)(A).

                 "Security Deposit Accounts" has the meaning provided in
Section 2.12(a).

                 "Servicer" means AMRESCO Management, Inc., any Person
appointed as servicer in connection with the Securitization or such Person's 
successor as servicer.

                 "Single-Purpose Entity" means a Person, other than an
individual, which (i) is formed or organized solely for the purpose of holding,
directly or indirectly, an ownership interest in the Mortgaged Property, (ii)
does not engage in any business unrelated to the Mortgaged Property, (iii) does
not have any assets other than those related to its interest in the Mortgaged
Property or any indebtedness other than as permitted by this Agreement, the
Mortgages or the other Loan Documents, (iv) has its own separate books and
records and has its own accounts, in each case which are separate and apart
from the books and records and accounts of any other Person, (v) if a
corporation, at all times has an Independent director selected by AA and
reasonably acceptable to Lender, (vi) does not commingle its assets with the
assets of any other Person, (vii) does not guarantee the obligations of any
other Person and (viii) holds itself out as being a Person separate and apart
from any other Person.

                 "Sub-Account" has the meaning provided in Section 2.12(c).

                 "Survey" means a certified title survey of an Individual
Property prepared by a registered Independent surveyor reasonably satisfactory
to Lender and the company issuing the Title Insurance Policy for that
Individual Property.

<PAGE>   33

                                                                        29

                 "Taking" means a taking or voluntary conveyance during the
term hereof of all or part of an Individual Property, or any interest therein
or right accruing thereto or use thereof, as the result of, or in settlement
of, any condemnation or other eminent domain proceeding by any Governmental
Authority affecting an Individual Property or any portion thereof.

                 "Tax Fair Market Value" means the fair market value of an
Individual Property, and (x) shall not include the value of any personal
property or other property that is not an "interest in real property" within
the meaning of Treasury Regulation Section Section 1.860G-2 and 1.856-3(c), and
(y) shall be reduced by the "adjusted issue price" (within the meaning of Code
Section  1272(a)(4)) of any indebtedness, other than the Loan, secured by a
Lien affecting the Individual Property, which Lien is prior to or on a parity 
with the Lien created under the Related Mortgage.

                 "Title Insurance Policies" means the loan policies of title
insurance issued by First American Heritage Title Insurance Company with
respect to each Individual Property and insuring the Lien in favor of Lender
created by the Related Mortgage, subject only to the Permitted Encumbrances for
that Individual Property and containing such endorsements and affirmative
assurances as Lender shall reasonably require.

                 "Transaction Costs" means the balance of the fee payable to
the Finder as described in Section 8.21 and, subject to the limitations set
forth in Sections 2.15 and 8.24, all other costs and expenses paid or payable
by Borrower relating to the Transactions.

                 "Transactions" means each of the transactions contemplated by
the Loan Documents.

                 "Transfer" means any transfer, sale, assignment or conveyance
of an Individual Property.

                 "Treasury Rate" means the yield calculated by linear
interpolation (rounded to three decimal places) of the yields of United States
Treasury Constant Maturities with terms (one longer and one shorter) most
nearly approximating that of noncallable United States Treasury obligations
having maturities as close as possible to the Maturity Date, as determined by
Lender on the basis of Federal Reserve Statistical Release H.15 -- Selected
Interest Rates under the heading U.S. Governmental Security/ Treasury Constant
Maturities, or other recognized source of financial market information selected
by Lender.

<PAGE>   34
                                                                        30


                 "Treasury Regulations" means the U.S. Department of Treasury
regulations issued pursuant to the Code in temporary or final form.

                 "Trustee" means any Person appointed as trustee in connection
with the Securitization or its successor in interest.

                 "UCC Searches" has the meaning provided in Section 3.1(F).

                 "Use" means, with respect to any Hazardous Substance, the
generation, manufacture, processing, distribution, handling, use, treatment,
recycling or storage of such Hazardous Substance or transportation to or from
the property of such Person of such Hazardous Substance.

                 "U.S. Obligations" means non-callable direct obligations of,
or obligations fully guaranteed as to payment of principal and interest by, the
United States of America or any agency or instrumentality thereof provided that
such obligations are backed by the full faith and credit of the United States
of America.

                 "Withdrawn Allocated Amount" has the meaning provided in the
definition of "Allocated Loan Amount".

                                   ARTICLE II

                                 GENERAL TERMS

                 Section 2.1.  Amount of the Loan.  On the Closing Date,
subject to the terms and conditions of this Agreement, Lender shall lend to
Borrower the Loan Amount.  After any Principal Indebtedness is repaid, Lender
shall have no obligation to re-advance the amount repaid.

                 Section 2.2.  Use of Proceeds.  Proceeds of the Loan shall be
used for the following purposes:  (a) to repay all existing indebtedness on the
Mortgaged Property, and all related costs and expenses of such repayment, (b)
to fund the Capital Reserve Sub-Account in the amount of the Initial Capital
Requirement, to fund the initial deposit to the Basic Carrying Costs
Sub-Account and to fund the Securitization Expense Sub-Account in the amount of
the Securitization Expense Reserve Amount and (c) to pay to the Finder the
Finder's fee and to pay or reimburse all other Transaction Costs payable by
Borrower.  Any proceeds in excess of the amounts described in clauses (a), (b)
and (c) may be used by Borrower for any lawful purpose.

<PAGE>   35
                                                                        31


                 Section 2.3.  Security for the Loan.  The Note and Borrower's
obligations hereunder and under the other Loan Documents shall be secured by
(a) the Mortgages, (b) the Assignments of Leases, (c) the Assignments of
Agreements, (d) the Indemnity Agreement and (e) the security interests and 
Liens granted in this Agreement and in the other Loan Documents.

                 Section 2.4.  Borrower's Note.  (a)  Borrower's obligation to
pay the principal of and interest on the Loan shall be evidenced by the Note,
duly executed and delivered by Borrower.  The Note shall be payable as to
principal and interest as specified in this Agreement, with a final maturity on
the Maturity Date.  All outstanding Indebtedness shall be paid by Borrower on
the Maturity Date.

                 (b)  Lender is hereby authorized, at its option, (i) to
endorse on a schedule attached to the Note (or on a continuation of such
schedule attached to the Note and made a part thereof) an appropriate notation
evidencing the date and amount of each payment of principal and interest,
and/or (ii) to record the Allocated Loan Amounts and such payments in its books
and records.  Such schedule and/or such books and records, as the case may be,
shall, absent manifest error, constitute prima facie evidence of the accuracy
of the information contained therein.

                 Section 2.5.  Principal and Interest.

                 (a)  On the Payment Date on March 11, 1997 a payment of
interest only on the Note shall be made for the first Interest Accrual Period,
calculated at a rate of 8.08% per annum and computed on the actual number of
days elapsed, based on a 360-day year (i.e., interest for each day during which
any part of the Loan is outstanding shall be computed at said rate divided by
360).  Commencing with the Payment Date on April 11, 1997, and on each and
every Payment Date thereafter, the principal of and interest on the Note shall
be payable in equal monthly installments of $158,960.07, which payment is based
on an interest rate of 8.08% and a 360-month amortization schedule.  For each
Interest Accrual Period, interest at a rate of 8.08% per annum shall be
computed on the actual number of days elapsed, based on a 360-day year (i.e.,
interest for each day during which any part of the Loan is outstanding shall be
computed at said rate divided by 360) and the remaining amount of the monthly
installment shall be applied to principal.  Upon a prepayment pursuant to
Section 2.7(b) or 2.12(i), the amount of the monthly installment will be
reduced proportionately (based on the percentage of outstanding principal 
prior to the prepayment represented by the amount of principal prepaid).

<PAGE>   36
                                                                        32

                                                                              
                 (b)  Commencing on the Optional Prepayment Date, in addition
to the interest described in Section 2.5(a), interest shall also accrue on the
Principal Indebtedness at the Additional Interest Rate and on the Accrued
Interest, if any, at the Revised Interest Rate.  Commencing on April 11, 2007,
and on each and every Payment Date thereafter, in addition to the payments
described in Section 2.5(a), 100% of the amount of Excess Cash Flow
attributable to the Mortgaged Properties for the calendar month preceding the
calendar month in which such Payment Date occurs shall be due and shall be
applied, first, to the Principal Indebtedness until reduced to zero, second, to
currently accruing interest described in the prior sentence of this Section
2.5(b), and, third, to the Accrued Interest, if any.  To the extent Excess Cash
Flow is insufficient to pay the interest payments described in the first
sentence of this Section 2.5(b) on any Payment Date, such interest shall be
deferred and added to any interest previously deferred pursuant to this
sentence and remaining unpaid (the "Accrued Interest").  Amounts payable
pursuant to this Section 2.5(b) shall not be included in determinations of
Required Debt Service Payments, nor shall failure to pay interest or Accrued
Interest pursuant to this Section 2.5(b) constitute an Event of Default or give
rise to interest at the Default Rate or late payment premiums.

                 (c)  The entire outstanding principal balance of the Loan
(including, without limitation, any Accrued Interest), together with all
accrued but unpaid interest thereon, shall be due and payable to Lender on the
Maturity Date.  In addition, if, prior to the Optional Prepayment Date, the
Loan has been accelerated based on an Event of Default described in Section
7.1(i), (iii), (iv), or (v) or an Event of Default arising from Borrower's
fraud or willful misconduct, there shall also be due and payable to Lender on
the Maturity Date an amount equal to the excess, if any, of (i) the amount of a
Defeasance Deposit for the purchase of U.S. Obligations necessary to meet the
Scheduled Defeasance Payments described in clause (a) of the definition of
"Schedule of Defeasance Payments" over (ii) the Principal Indebtedness.


                 (d)  During the continuance of an Event of Default, the entire
outstanding principal balance of the Loan will bear interest at the Default
Rate.  In addition, a late payment premium of five percent of any principal or
interest payment not paid on the Payment Date therefor shall be due with any
such late payment.

                 Section 2.6.  Voluntary Prepayment and Defeasance.  The Loan
may not be prepaid or defeased in whole or in part during the period commencing
on the Closing Date through and including the first to occur of (x) the second
anniversary of the 
<PAGE>   37

                                                                        33

Securitization Closing Date and (y) the third anniversary of  the Closing Date.
After the second anniversary of the Securitization Closing Date or the third 
anniversary of the Closing Date, whichever first occurs, and prior to the 
Optional Prepayment Date, Borrower may voluntarily defease the Loan in
whole or in part as provided in Section 8.30.  On or after the Optional
Prepayment Date, Borrower may voluntarily prepay the Loan in whole or in part,
without defeasance, premium or penalty, on any Payment Date.  The Loan may also
be prepaid or defeased as described in Section 2.7.

                 Section 2.7.  Mandatory Prepayment and Defeasance.  (a)
Borrower may Transfer any Individual Property only at any time after the first
to occur of (x) the second anniversary of the Securitization Closing Date and
(y) the third anniversary of the Closing Date; provided, however, that (i) no
Event of Default shall have occurred and be continuing, (ii) the Debt Service
Coverage Ratio of the remaining Individual Properties (considered as a whole)
immediately after the Transfer would not be less than the greater of (x) the
Debt Service Coverage Ratio of all Individual Properties (including the
Individual Property to be transferred) (considered as a whole) calculated
immediately prior to the Transfer or (y) the Debt Service Coverage Ratio of all
Individual Properties (including the Individual Property to be transferred)
(considered as a whole) in effect on the Closing Date, (iii) Lender shall have
received an Officer's Certificate certifying that the Principal Indebtedness,
after deducting the Release Price, will not, on the related Defeasance Date,
exceed 125% of the sum of the Tax Fair Market Values of the remaining
Individual Properties as of the Securitization Closing Date, (iv) Lender shall
have received from Borrower financial statements, calculations and other 
backup information with respect to the matters in clauses (ii) and (iii)
above, all in form and substance reasonably satisfactory to Lender and
accompanied by an Officer's Certificate stating that such statements,
calculations and information are true, correct and complete in all material
respects, and (v) upon the date of the consummation of any such Transfer (which
must be the Defeasance Date), Borrower shall defease a principal portion of the
Loan in an amount equal to 125% of the Allocated Loan Amount for such
Individual Property (the "Release Price") pursuant to Section 8.30.  If
Borrower satisfies all of the conditions set forth above other than the
condition contained in clause (ii), Borrower shall have the right to satisfy
such condition by increasing the Release Price by the amount required for such
condition to be satisfied.  On or after the Optional Prepayment Date, the
conditions of this Section 2.7(a) shall apply to a Transfer of any Individual
Property, except that clause (v) will be modified as follows: "(v) upon the
date of the consummation of any such Transfer (which must be a 

<PAGE>   38
                                                                        34

Payment Date), Borrower shall prepay a principal portion of the Loan in an 
amount equal to 125% of the Allocated Loan Amount for such Individual Property
(the "Release Price"), without premium or penalty, and pay an amount equal to 
the product of (x) the Accrued Interest and (y) a percentage equal to the 
Release Price divided by the Principal Indebtedness."

                 (b)  If Borrower is required by Lender under the provisions of
a Mortgage to prepay the Loan or any portion thereof in the event of damage,
destruction or a Taking of an Individual Property, Lender or Servicer shall
prepay a portion of the Loan by advancing the Loss Proceeds from the Cash
Collateral Account and applying such Loss Proceeds to (i) principal up to the
Release Price for such Individual Property and (ii) either (x) interest on such
principal amount to the immediately succeeding Payment Date or (y) accrued
interest on such principal amount, if such payment is made on a Payment Date.
Any Loss Proceeds remaining after such application shall be released to
Borrower.

                 (c)      Upon prepayment of the Loan in full, Borrower shall
pay to Lender, in addition to the amounts specified in Section 2.6 or this
Section 2.7, as applicable, any other amounts then due and payable to Lender
pursuant to the Loan Documents.  All prepayments made pursuant to Section 2.6
or this Section 2.7 shall be applied in accordance with the provisions of 
Section 2.8.

                 Section 2.8.  Application of Payments.  All proceeds
(including any Net Proceeds) of any repayment, including prepayments, of the
Loan shall be applied to pay:  first, any reasonable out-of-pocket costs and
expenses of Lender (including the fees and charges of the Bank) with respect to
such repayment; second, any currently accruing interest then payable with
respect to the Loan or the portion thereof being repaid (excluding any interest
at the Additional Interest Rate or the Revised Interest Rate); third, the
outstanding principal amount of the Loan or the portion thereof being repaid;
fourth, currently accruing interest at the Additional Interest Rate or the
Revised Interest Rate then payable; fifth, Accrued Interest; and sixth, any
other amounts due and owing under the Loan Documents.  Any partial prepayment
of principal made pursuant to Section 2.5(b) shall be applied to principal
payments thereafter required in the inverse order of their maturity and the
payments described in Section 2.5(a) shall not be changed.  After and during
the continuance of an Event of Default, proceeds may be applied in any order in
the sole discretion of Lender.

                 Section 2.9.  Method and Place of Payment.  (a)  Except as
otherwise specifically provided herein, all payments and 

<PAGE>   39

                                                                        35


prepayments under this Agreement and the Note shall be made to Lender not 
later than 12:00 noon, New York City time, on the date when due and shall be 
made in lawful money of the United States of America in federal or other 
immediately available funds to an account specified to Borrower by Lender in 
writing, and any funds  received by Lender after such time shall, for all 
purposes hereof, be deemed to have been paid on the next succeeding Business 
Day.

                 (b)  All payments made by Borrower hereunder, or by Borrower
under the other Loan Documents, shall be made irrespective of, and without any
deduction for, any set-offs or counterclaims.

                 Section 2.10.  Taxes.  All payments made by Borrower under
this Agreement shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any 
Governmental Authority (other than taxes imposed on the income of Lender).

                 Section 2.11.  Release of Collateral.  (a)  Notwithstanding
any other provision of this Agreement or any other Loan Document, upon a
prepayment with respect to any Individual Property as described in Section
2.03(d) of the Mortgages or Section 2.12(i) or a defeasance or prepayment with
respect to any Individual Property as described in Section 2.7(a), Lender
shall, simultaneously with such payment, release the Lien of the Related
Mortgage and the related Assignment of Leases, Assignment of Agreements and
UCC-1 financing statements and any other Liens in favor of Lender relating to
such Individual Property and shall release to Borrower any portion of the
Sub-Accounts relating to such Individual Property.  Lender shall cooperate with
Borrower to make release documents available through escrow or other
arrangements reasonably satisfactory to Lender that do not delay release of its
Liens.

                 (b)  If, in connection with a Taking or casualty, Lender
receives Loss Proceeds with respect to any Individual Property in an amount
equal to or exceeding the sum of the Allocated Loan Amount for such Individual
Property and accrued and unpaid interest thereon and applies such Loss Proceeds
to reduce the Indebtedness in accordance with Section 2.7(b), or, if the Loss
Proceeds are less than such sum, but the Loss Proceeds together with a cash
payment to Lender from Borrower equal the sum of the Allocated Loan Amount for
such Individual Property and accrued and unpaid interest thereon, Lender shall
simultaneously with such application release the Lien of the Related Mortgage

<PAGE>   40
                                                                            36


and related Assignment of Leases, Assignment of Agreements and UCC-1 financing
statements and any other Liens in favor of Lender relating to such Individual
Property and shall release to Borrower any portion of the Sub-Accounts relating
to such Individual Property.

         (c)  Upon repayment of the Loan and all other amounts due hereunder
and under the Loan Documents in full in accordance with the terms hereof and
thereof or defeasance of the Loan in whole as described in Section 8.30, Lender
shall release its Liens with respect to all Collateral, provided, however, that
Lender shall have no obligation to release any Lien with respect to Collateral
on or prior to the first to occur of (i) the second anniversary of the
Securitization Closing Date and (ii) the third anniversary of the Closing Date
except as provided in Section 2.03(d) of the Mortgages, Section 2.11(b) or
Section 2.12(i).  Lender shall cooperate with Borrower to make release
documents available through escrow or other arrangements reasonably
satisfactory to Lender that do not delay release of its Liens.

         Section 2.12.  Central Cash Management.  (a)  Property Collection and
Security Deposit Accounts.  Borrower hereby acknowledges and agrees that all of
the Rents (other than security deposits from tenants), Money and Proceeds
received from Accounts derived from the Individual Properties shall be utilized
(i) to fund the Basic Carrying Costs Sub-Account to the extent required
pursuant to Section 2.12(g)(i), (ii) to pay all amounts to become due and
payable under the Note by funding the Debt Service Payment Sub-Account to the
extent required pursuant to Section 2.12(g)(ii), (iii) to fund the Capital
Reserve Sub- Account to the extent required pursuant to Section 2.12(g)(iii),
(iv) to pay all Operating Expenses or, upon the occurrence and during the
continuance of an Event of Default or for the period from and after the
Optional Prepayment Date, to fund the Operating Expense Sub-Account to the
extent required pursuant to Section 2.12(g) and (v) for other purposes, all as
more fully described in Section 2.12(g).  Borrower shall open and maintain at
each Property Collection Account Bank a demand deposit account (the "Property
Collection Accounts") and a second demand deposit account that is fully
segregated and distinct from the Property Collection Account (the "Security
Deposit Accounts").  The Property Collection Accounts and the Security Deposit
Accounts shall each be assigned a separate and unique identification number by
the Property Collection Account Banks and shall be opened and maintained in the
name "Nomura Asset Capital Corporation as Mortgagee of Ambassador XI, L.P.".
All payments constituting Rent (other than security deposits from tenants) or
made with respect to Accounts received by Borrower or a Manager shall be
endorsed and deposited within one Business Day after the





<PAGE>   41
                                                                            37


day received directly into the applicable Property Collection Account.  All
security deposits shall be paid to the Manager for the applicable Individual
Property.  Each Manager shall collect all security deposits with respect to the
Individual Property managed by it and shall endorse all checks and deposit all
such funds within one Business Day after the day received directly into the
applicable Security Deposit Account.  Borrower shall notify Lender of any
security deposits held as letters of credit and, upon Lender's request, such
letters of credit shall be delivered to Lender or its designee.  Borrower may
designate a new financial institution to serve as a Property Collection Account
Bank hereunder as provided in Section 2.13(l).  Borrower shall have no right of
withdrawal from the Property Collection Accounts or the Security Deposit
Accounts except that, prior to a Property Collection Account Bank's receipt of
notice of the occurrence of an Event of Default from Lender or Servicer (given
at the request of Lender on Lender's behalf), Borrower may withdraw funds from
the Security Deposit Accounts as permitted pursuant to the Collection Account
Agreements.  If Borrower receives funds from the Security Deposit Account or
from letters of credit or other instruments held in lieu of cash security
deposits, then, except as provided in the Collection Account Agreements with
respect to funds to be refunded to tenants, such funds shall be deposited in
the applicable Property Collection Account on the day received.

         (b)  Cash Collateral Account.  Pursuant to the Collection Account
Agreements executed by each Property Collection Account Bank (the "Collection
Account Agreements") in substantially the form attached hereto as Exhibit K,
each Property Collection Account Bank has agreed to transfer on a daily basis
all funds deposited in its Property Collection Account to account no. 677715708
at the 135 South LaSalle Street, Chicago, Illinois branch of the Bank entitled
"Nomura Asset Capital Corporation as Mortgagee of Ambassador XI, L.P." (the
"Cash Collateral Account").  Lender may elect to change the financial
institution at which the Cash Collateral Account shall be maintained; provided,
however, that Lender shall give Borrower and each Property Collection Account
Bank not fewer than 30 days' prior notice of each change and the financial
institution to which the Cash Collateral Account may be transferred shall be
subject to Borrower's reasonable approval.  The Cash Collateral Account shall
at all times be an Eligible Account.  Borrower has established the Cash
Collateral Account in the name of Lender, and the Cash Collateral Account shall
be under the sole dominion and control of Lender and Servicer, acting on
Lender's behalf.  Borrower shall have no right of withdrawal in respect of the
Cash Collateral Account.





<PAGE>   42
                                                                             38

         (c)  Establishment of Sub-Accounts.  The Cash Collateral Account shall
contain the Basic Carrying Costs Sub-Account, the Debt Service Payment
Sub-Account, the Capital Reserve Sub-Account, the Securitization Expense
Sub-Account and the Operating Expense Sub-Account each of which accounts
(individually, a "Sub-Account" and collectively, the "Sub- Accounts") shall be
either a separate Eligible Account to which certain funds shall be allocated
and from which disbursements shall be made pursuant to the terms of this
Agreement or a ledger entry under the Cash Collateral Account.

         (d)  Permitted Investments.  Upon the request of Borrower which request
may be made one time per month, Lender shall direct the Bank to invest and
reinvest any balance in the Cash Collateral Account from time to time in
Permitted Investments as instructed by Borrower; provided, however, that (i) if
Borrower fails to so instruct Lender, or upon the occurrence of an Event of
Default, Lender or Servicer, on Lender's behalf, may direct the Bank to invest
and reinvest such balance in Permitted Investments as Lender or Servicer, on
Lender's behalf, shall determine in its sole discretion, (ii) the maturities of
the Permitted Investments on deposit in the Cash Collateral Account shall, to
the extent such dates are ascertainable, be selected and coordinated to become
due not later than the day before any disbursements from the applicable
Sub-Accounts must be made, (iii) all such Permitted Investments shall be held
in the name and be under the sole dominion and control of Lender or its
designee, and (iv) no Permitted Investment shall be made unless Lender or its
designee shall retain a perfected first priority Lien in such Permitted
Investment securing the Indebtedness and all filings and other actions
necessary to ensure the validity, perfection, and priority of such Lien have
been taken.  It is the intention of the parties hereto that the entire amount
deposited in the Cash Collateral Account (or as much thereof as Lender or
Servicer, on Lender's behalf, may reasonably arrange to invest) shall at all
times be invested in Permitted Investments, and that the Cash Collateral
Account shall be a so-called "zero balance" account.  All funds in the Cash
Collateral Account that are invested in a Permitted Investment are deemed to be
held in the Cash Collateral Account for all purposes of this Agreement and the
other Loan Documents.  Except as provided in Section 2.13(g), neither Lender
nor any of its agents, including Servicer, shall have any liability for any
loss in investments of funds in the Cash Collateral Account that are invested
in Permitted Investments (unless invested contrary to Borrower's request prior
to an Event of Default) and no such loss shall affect Borrower's obligation to
fund, or liability for funding, the Cash Collateral Account and each
Sub-Account, as the case may be.  Borrower agrees that Borrower shall include
all such earnings on the Cash Collateral





<PAGE>   43
                                                                        39

Account as income of Borrower for federal and applicable state tax purposes.

         (e)  Interest on Accounts.  All interest paid or other earnings on the
Permitted Investments made hereunder shall be for the benefit of Borrower and
shall be deposited into the Cash Collateral Account and shall be subject to
allocation and distribution like any other monies deposited therein.

         (f)  Payment of Debt Service, Basic Carrying Costs and Capital Costs.
On or before the eleventh day of each month during the term of the Loan, Lender
shall notify Borrower of the Debt Service, excluding any Scheduled Defeasance
Payments pursuant to Section 8.30, that will be payable to Lender on the
Payment Date in the next calendar month (the "Required Debt Service Payment").
Not later than three Business Days before each Payment Date during the term of
the Loan, Lender or Servicer shall deliver to Borrower a certificate in the
form attached hereto as Exhibit L, setting forth (i) the Required Debt Service
Payment for such Payment Date and (ii) whether sufficient funds exist in the
Cash Collateral Account to fund the Basic Carrying Costs Sub-Account, the Debt
Service Payment Sub-Account and the Capital Reserve Sub-Account in the required
amounts.  If any such certificate states that the funds then allocated to the
Sub-Accounts are less than the amount of funds which are required to be on
deposit therein on such Payment Date, Borrower shall be obligated to deposit
funds (in addition to Rents, Money and Proceeds received from Accounts) into
the Cash Collateral Account in the amount of such deficiency, and failure to
make such deposit by 12:00 noon, New York City time, on such Payment Date shall
be an Event of Default hereunder.

             (i)  Payment of Basic Carrying Costs.  At least ten Business Days
         prior to the due date of any Basic Carrying Cost and not more
         frequently than once each month with respect to each such Basic
         Carrying Cost, Borrower shall notify Lender and Servicer in writing
         and request that Lender or Servicer pay such Basic Carrying Cost on
         behalf of Borrower on or prior to the due date thereof or inform
         Lender and Servicer that Borrower is contesting such Basic Carrying
         Cost in accordance with Section 2.06(b) of the Related Mortgage.
         Together with each such notice, Borrower shall furnish Lender and
         Servicer with copies of bills and other documentation as may be
         reasonably required by Lender or Servicer to establish that such Basic
         Carrying Cost is then due or is being properly contested pursuant to
         Section 2.06(b) of the Related Mortgage.  Unless such Basic Carrying
         Cost is being so contested, Lender or Servicer shall make such
         payments on behalf of Borrower out of the Basic Carrying Cost
         Sub-Account before same shall be due to the





<PAGE>   44
                                                                            40

         extent that there are funds available in the Basic Carrying Cost
         Sub-Account and Lender and Servicer have received appropriate
         documentation to establish the amount(s) due and the due date(s).
         Borrower may pay Basic Carrying Costs directly and request
         reimbursement therefor from the Basic Carrying Costs Sub-Account upon
         presentation of evidence of payment reasonably satisfactory to Lender
         or Servicer.

             (ii)  Payment of Debt Service.  At or before 12:00 noon, New
         York City time, on each Payment Date during the term of the Loan,
         Lender shall transfer from the Debt Service Payment Sub-Account to its
         account an amount equal to the Required Debt Service Payment for such
         Payment Date or, if Servicer has been appointed, Servicer shall
         transfer from the Debt Service Payment Sub-Account an amount equal to
         the Required Debt Service Payment for such Payment Date to the account
         of Servicer established under the Interim Servicing Agreement or, if
         after the Securitization Closing Date, under any pooling and servicing
         agreement executed in connection with the Securitization.  Borrower
         shall be deemed to have timely made the Required Debt Service Payment
         pursuant to Section 2.9 (and no Default Rate interest or late payment
         premium shall be imposed thereon) regardless of the time Servicer
         makes such transfer as long as sufficient funds are then on deposit in
         the Debt Service Payment Sub-Account.

            (iii)  Payment of Capital Costs.  Not more frequently than once
         each Collection Period and provided that no Event of Default has
         occurred and is continuing, upon Borrower's written request Lender or
         Servicer shall transfer funds to Borrower then allocated to the
         Capital Reserve Sub-Account for payment of Capital Costs.  Together
         with each such request, Borrower shall furnish Lender and Servicer
         with an Officer's Certificate detailing the work performed, certifying
         the completion thereof in a good and workmanlike manner and certifying
         that the attached invoices relate to the work performed and have been
         paid or will be paid from the funds transferred pursuant to such
         request.  In addition, Borrower will submit such other documentation
         as may be reasonably required by Lender or Servicer to establish that
         such Capital Costs are then due which may include photographs of the
         completed work, partial lien releases with respect to the payments
         last made and contingent lien releases (if customary in the relevant
         jurisdiction) with respect to the payments to be made with the funds
         to be transferred to Borrower.

         (g)  Monthly Funding of Sub-Accounts.  During each Collection Period in
the term of the Loan, funds in the Property





<PAGE>   45
                                                                           41


Collection Accounts shall be transferred to the Cash Collateral Account
pursuant to the Collection Account Agreements, and Lender or Servicer shall
allocate all funds then on deposit in the Cash Collateral Account among the
Sub-Accounts as follows and in the following priority:

              (i)  first, to the Basic Carrying Costs Sub-Account, until an
         amount equal to the Basic Carrying Costs Monthly Installment for the
         Collection Period has been allocated to the Basic Carrying Costs
         Sub-Account and amounts required to pay the Basic Carrying Costs due
         in the next succeeding Collection Period are being held in the Basic
         Carrying Costs Sub-Account;

             (ii)  second, to the Debt Service Payment Sub-Account, until an
         amount equal to the Required Debt Service Payment for the Payment Date
         occurring in the month following the Collection Period has been
         allocated to the Debt Service Payment Sub-Account; and

            (iii)  third, to the Capital Reserve Sub-Account, until an amount
         equal to the Capital Reserve Monthly Installment for the Collection
         Period has been allocated to the Capital Reserve Sub-Account.

Prior to the Optional Prepayment Date, provided that (i) no Event of Default
has occurred and is continuing and (ii) Lender has received all financial
information described in Section 5.1(Q) for the most recent periods for which
the same are due, Lender agrees that in each Collection Period any amounts
deposited into or remaining in the Cash Collateral Account after the minimum
amounts set forth in clauses (i), (ii) and (iii) above have been allocated with
respect to the Collection Period and any periods prior thereto shall be
disbursed by wire transfer to Borrower  as set forth in the CC Account
Agreement.  Borrower shall use any funds distributed to Borrower (or to
Manager) from the Cash Collateral Account to first pay all Operating Expenses
and then for any purpose, including, without limitation, dividends or other
distributions.  If an Event of Default has occurred and as long as it is
continuing, if so elected by Lender, Servicer or Trustee, any amounts deposited
into or remaining in the Cash Collateral Account after Lender or Servicer has
(x) allocated minimum amounts as hereinabove provided, and (y) allocated to the
Operating Expense Sub-Account amounts required to pay any Operating Expenses
approved by Lender, Servicer or Trustee, shall be for the account of Lender and
may be withdrawn by Lender to be applied to amortize the principal amount of
the Loan.

    From and after the Optional Prepayment Date, in each Collection Period, all
funds in the Property Collection Accounts





<PAGE>   46
                                                                          42


shall be transferred to the Cash Collateral Account and applied by Lender or
Servicer as follows:  (x) to the allocation to the Sub-Accounts of the minimum
amounts set forth in clauses (i), (ii) and (iii), and (y) amounts required to
pay Operating Expenses and Capital Costs (other than Capital Costs to be paid
from funds in the Capital Reserve Sub-Account) in the Collection Period (as set
forth for such period in the Approved Annual Budget or as otherwise requested
by Borrower and approved by Lender in its sole discretion) shall be allocated
to the Operating Expense Sub-Account and disbursed to Borrower, not more than
once each Collection Period, to be used by Borrower to pay such Operating
Expenses and Capital Costs.  All other amounts transferred to the Cash
Collateral Account in such Collection Period shall constitute "Excess Cash
Flow" for such month and shall be applied to the payment of principal and
interest as provided in Section 2.5(b) on the Payment Date in the next
Collection Period.

         (h)  Loss Proceeds.  In the event of a casualty or Taking with respect
to an Individual Property and unless pursuant to the Related Mortgage the
proceeds, net of Borrower's reasonable collection costs approved by Lender,
received under any insurance policy required to be maintained by Borrower
("Insurance Proceeds") or the proceeds, net of Borrower's reasonable collection
costs approved by Lender, in respect of any Taking ("Condemnation Proceeds"),
as the case may be, are to be made available to Borrower for restoration,
Lender and Borrower shall cause all such Insurance Proceeds or Condemnation
Proceeds (collectively, "Loss Proceeds") to be paid directly to the Cash
Collateral Account whereupon Lender or Servicer, as the case may be, shall
apply same to reduce the Indebtedness in accordance with Section 2.7(b).  If
Lender agrees or is required pursuant to the provisions hereof or of the
Related Mortgage to make Loss Proceeds available for restoration, (i) all
Insurance Proceeds received in respect of business interruption coverage and
(ii) any Condemnation Proceeds received in connection with a temporary Taking
shall be maintained in the Cash Collateral Account, to be applied by Lender in
the same manner as Rent received from Manager with respect to the operation of
such Individual Property; provided, further, that in the event that the
Insurance Proceeds of any such business interruption insurance policy or
Condemnation Proceeds of such temporary Taking are paid in a lump sum in
advance, Lender shall hold such Insurance Proceeds or





<PAGE>   47
                                                                          43


Condemnation Proceeds in a segregated interest-bearing escrow account at the
Bank, shall estimate, in Lender's reasonable discretion, the number of months
required for Borrower to restore the damage caused by the casualty to such
Individual Property or that such Individual Property will be affected by such
temporary Taking, as the case may be, shall divide the aggregate business
interruption Insurance Proceeds or Condemnation Proceeds in connection with
such temporary Taking by such number of months, and shall disburse from such
escrow account into the Cash Collateral Account each month during the
performance of such restoration or pendency of such temporary Taking such
monthly installment of said Insurance Proceeds or Condemnation Proceeds.  In
the event that Insurance Proceeds or Condemnation Proceeds are to be applied
toward restoration, Lender shall hold such funds in a segregated
interest-bearing escrow account at the Bank and shall disburse same in
accordance with the provisions of the Related Mortgage.  If any Loss Proceeds
are received by Borrower, such Loss Proceeds shall be received in trust for
Lender, shall be segregated from other funds of Borrower, and shall be
forthwith paid to the Cash Collateral Account or paid to Lender to hold in a
segregated interest-bearing escrow account, in each case to be applied or
disbursed in accordance with the foregoing, except as provided to the contrary
in Sections 2.05(e) and 2.12(c) of the Related Mortgage.  Any Loss Proceeds
made available to Borrower for restoration in accordance herewith, to the
extent not used by Borrower in connection with, or to the extent they exceed
the cost of such restoration, shall be deposited into the Cash Collateral
Account, whereupon Lender or Servicer, as the case may be, shall apply the same
to reduce the Allocated Loan Amount applicable to the affected Individual
Property in accordance with Section 2.7(b).  Notwithstanding anything to the
contrary herein or in any Mortgage, Loss Proceeds will not be made available to
Borrower for restoration unless Borrower furnishes Lender with an opinion of
outside counsel reasonably acceptable to Lender that any REMIC formed pursuant
to the Securitization will not fail to maintain its REMIC status for federal
income tax purposes as a result of making the Loss Proceeds available to
Borrower for restoration.

         (i)  Payment of Basic Carrying Costs.  Except to the extent that Lender
is obligated to pay Basic Carrying Costs from the Basic Carrying Costs
Sub-Account pursuant to the terms of Section 2.12(f), Borrower shall pay all
Basic Carrying Costs with respect to Borrower and each Individual Property in
accordance with the provisions of the Related Mortgage, subject, however, to
Borrower's rights to contest payment of same in accordance with the Related
Mortgage.  Borrower's obligation to pay (or cause Lender to pay) Basic Carrying
Costs pursuant to this Agreement shall include, to the extent permitted by
applicable law, Impositions resulting from the passage of any state, federal,
municipal or other governmental law, order, rule or regulation subsequent to
the date hereof, in any manner changing or modifying the laws now in force
governing the taxation of mortgages, security agreements or deeds of trust or
debts secured thereby or the manner of collecting such taxes so as to adversely
affect Lender or any Deed of Trust Trustee with respect to any





<PAGE>   48
                                                                          44

Mortgage.  (If, in the reasonable opinion of Lender, any such state, federal,
municipal or other governmental law, order, rule or regulation prohibits
Borrower from making, in any form or method, such payment or would penalize
Lender or any Deed of Trust Trustee if Borrower makes such payment or if, in
the reasonable opinion of Lender, the making of such payment might result in
the imposition of interest beyond the Maximum Amount, Borrower shall prepay a
portion of the Loan equal to the Allocated Loan Amount with respect to the
affected Individual Property, such prepayment to be applied to the Allocated
Loan Amount for such Individual Property together with (x) interest thereon to
the immediately succeeding Payment Date or (y) accrued interest thereon, if
such prepayment is made on a Payment Date.  Such prepayment shall be made on
the date that is 120 days after such change in law, and failure to pay such
amounts on the date due shall be an Event of Default.)  All funds deposited in
the Cash Collateral Account relating to the Basic Carrying Costs shall be held
by Lender pursuant to the provisions of this Agreement and shall be applied in
payment of the foregoing charges when and as payable, provided that no Event of
Default shall have occurred and be continuing.  Should an Event of Default
occur, the proceeds on deposit in the Basic Carrying Costs Sub-Account may be
applied by Lender in payment of any Basic Carrying Costs for all or any portion
of the Mortgaged Property as Lender in its sole discretion may determine;
provided, however, that after the Securitization Closing Date Lender shall not
apply the proceeds of the Basic Carrying Costs Sub-Account as aforesaid unless
Lender receives notice from Servicer or becomes aware that Servicer shall not
be advancing such shortfall pursuant to the terms of its pooling and servicing
agreement; and provided, further, that no such application shall be deemed to
have been made by operation of law or otherwise until actually made by Lender
as herein provided.

         (j)  The Bank's Reliance.  The Bank may rely and shall be protected in
acting or refraining from acting upon any written notice, instruction or
request furnished to it hereunder and believed by it to be genuine and to have
been signed or presented by the proper party or parties.  The Bank may rely on
notice from Lender or Servicer, on Lender's behalf, as to the occurrence of an
Event of Default.

         Section 2.13.  Security Agreement.  (a)  Pledge of Accounts.  To
secure the full and punctual payment and performance of all of the
Indebtedness, Borrower hereby sells, assigns, conveys, pledges and transfers to
Lender (and after the Securitization Closing Date to Lender or its assigns on
behalf of the Certificateholders), and grants to Lender (and after the
Securitization Closing Date to Lender or its assigns on behalf of the
Certificateholders) a first and continuing security interest





<PAGE>   49
                                                                          45

in and to, the following property, whether now owned or existing or hereafter
acquired or arising and regardless of where located (collectively, the "Account
Collateral"):

              (i)  all of Borrower's right, title and interest in the
         Property Collection Accounts and all Money, if any, from time to time
         deposited or held in the Property Collection Accounts;

             (ii)  all of Borrower's right, title and interest in the Security
         Deposit Accounts and all Money, if any, from time to time deposited or
         held in the Security Deposit Accounts;

            (iii)  all of Borrower's right, title and interest in the Cash
         Collateral Account and all Money and Permitted Investments, if any,
         from time to time deposited or held in the Cash Collateral Account;

             (iv)  all interest, dividends, Money, Instruments and other
         property from time to time received, receivable or otherwise payable
         in respect of, or in exchange for, any of the foregoing (provided,
         however, that amounts transferred to Borrower's account pursuant to
         Section 2.12(g) shall not be subject to any continuing lien or
         security interest in favor of Lender); and

             (v)  to the extent not covered by clause (i), (ii), (iii) or
         (iv) above, all proceeds (as defined under the Uniform Commercial Code
         of the applicable jurisdiction) of any or all of the foregoing
         (provided, however, that amounts transferred to Borrower's account
         pursuant to Section 2.12(g) shall not be subject to any continuing 
         lien or security interest in favor of Lender).

         (b)  Representations and Covenants.  Borrower represents and covenants
that (i) all Rents, Money and Proceeds received from Accounts (other than
tenant security deposits and other than funds received by Borrower or Manager
from the Cash Collateral Account) shall be deposited into the Property
Collection Accounts; (ii) there are no other accounts currently maintained and
used by Borrower or any Manager for the collection of Rents or Money received
from Accounts; (iii) as long as any portion of the Indebtedness is outstanding,
Borrower shall not open (nor permit Manager to open) any other account for the
collection of Rents, Money or Proceeds received from Accounts, other than such
replacement Property Collection Accounts as may be established pursuant to
Section 2.13(l); (iv) all security deposits posted by tenants shall be
deposited in the Security Deposit Accounts; (v) there are no other accounts
currently maintained and used by Borrower or any Manager for the collection





<PAGE>   50
                                                                           46


and management of such security deposits; and (vi) as long as any portion of
the Indebtedness is outstanding, Borrower shall not open (nor permit Manager to
open) any other account for the collection and management of such security
deposits, other than such replacement Security Deposit Accounts as may be
established pursuant to Section 2.13(l).  The Property Collection Accounts and
the Security Deposit Accounts shall be subject to such applicable laws, and
such applicable regulations of the Board of Governors of the Federal Reserve
System and of any other banking authority or Governmental Authority, as may now
or hereafter be in effect, and to the rules, regulations and procedures of the
Property Collection Account Banks relating to demand deposit accounts from time
to time in effect.

         (c)  Instructions and Agreements.  Borrower, each Property Collection
Account Bank and Lender have entered into a Collection Account Agreement.
Borrower, Lender and the Bank have executed and delivered that certain Cash
Collateral Account Agreement dated as of the date hereof (the "CC Account
Agreement"), the form of which is attached hereto as Exhibit M.  Borrower
agrees that prior to the payment in full of the Indebtedness, the CC Account
Agreement shall be irrevocable by Borrower without the prior written consent of
Lender.  The Cash Collateral Account shall be subject to such applicable laws,
and such applicable regulations of the Board of Governors of the Federal
Reserve System and of any other banking authority or Governmental Authority, as
may now or hereafter be in effect and the rules, regulations and procedures of
the Bank relating to demand deposit accounts from time to time in effect.  All
statements relating to the Cash Collateral Account shall be issued by the Bank
as provided in the CC Account Agreement.

         (d)  Financing Statements; Further Assurances.  Borrower has executed
and delivered to Lender for filing a financing statement or statements in
connection with the Account Collateral in the form required to properly perfect
Lender's security interest in the Account Collateral to the extent that it may
be perfected by such a filing.  Borrower agrees that at any time and from time
to time, at the expense of Borrower, Borrower shall promptly execute and
deliver all further instruments, and take all further action, that Lender may
reasonably request, in order to perfect and protect the pledge and security
interest granted or purported to be granted hereby, or to enable Lender to
exercise and enforce Lender's rights and remedies hereunder, with respect to
any Account Collateral.

         (e)  Transfers and Other Liens.  Borrower agrees that it will not sell
or otherwise dispose of any of the Account Collateral other than pursuant to
the terms hereof, or create or permit to exist any Lien upon or with respect to
all or any of





<PAGE>   51
                                                                          47

the Account Collateral, except for the Lien granted to Lender under this
Agreement.

         (f)  Servicer's Right to Perform.  If Borrower fails to perform any
covenant or obligation contained in this Agreement and such failure shall
continue for a period of five Business Days after Borrower's receipt of written
notice thereof from Servicer (or, if such covenant or obligation cannot be
cured by the payment of money, Borrower has not commenced curing such failure
within such period), Servicer may, but shall have no obligation to, itself
perform, or cause performance of, such covenant or obligation, and the
reasonable expenses of Servicer incurred in connection therewith shall be
payable by Borrower to Servicer upon demand.  Notwithstanding the foregoing,
Servicer shall have no obligation to send notice to Borrower of any such
failure unless directed to do so by Lender.

         (g)  Lender's and Servicer's Reasonable Care.  Beyond the exercise of
reasonable care in the custody and preservation thereof, neither Lender nor
Servicer shall have any duty as to any Account Collateral or any income thereon
in its possession or control or in the possession or control of any agents for,
or of Lender or Servicer, or the preservation of rights against any Person or
otherwise with respect thereto.  Each of Lender and Servicer shall be deemed to
have exercised reasonable care in the custody and preservation of the Account
Collateral in its possession if the Account Collateral is accorded treatment
substantially equal to that which such Person accords its own property, it
being understood that neither Lender nor Servicer shall be liable or
responsible for (i) any loss or damage to any of the Account Collateral, or for
any diminution in value thereof from a loss of, or delay in Lender's or
Servicer's acknowledging receipt of, any wire transfer from the Property
Collection Account Banks or (ii) any loss, damage or diminution in value by
reason of the act or omission of Servicer or Lender, or Servicer's or Lender's
agents, employees or bailees, except to the extent that such loss or damage or
diminution in value results from such Person's gross negligence or willful
misconduct or the gross negligence or willful misconduct of any such agent,
employee or bailee of such Person.

         (h)  Remedies.  The rights and remedies provided in this Section 2.13
are cumulative and may be exercised independently or concurrently, and are not
exclusive of any other right or remedy provided at law or in equity.  No
failure to exercise or delay by Servicer or Lender in exercising any right or
remedy hereunder or under the Loan Documents shall impair or prohibit the
exercise of any such rights or remedies in the future or be deemed to
constitute a waiver or limitation of any such right or remedy or acquiescence
therein.





<PAGE>   52
                                                                        48

         (i)  No Waiver.  Every right and remedy granted to Lender or Servicer
under this Section 2.13 or by law may be exercised by Lender or Servicer at any
time and from time to time, and as often as Lender or Servicer may deem it
expedient.  Any and all of Lender's rights with respect to the pledge and
security interest granted hereunder shall continue unimpaired, and Borrower
shall be and remain obligated in accordance with the terms hereof,
notwithstanding (i) any proceeding of Borrower under the United States
Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or
statutes of any state, (ii) the release or substitution of Account Collateral
at any time, or of any rights or interests therein or (iii) any delay,
extension of time, renewal, compromise or other indulgence granted by Lender or
Servicer in the event of any Default with respect to the Account Collateral or
otherwise hereunder.  No delay or extension of time by Lender in exercising any
power of sale, option or other right or remedy hereunder, and no notice or
demand which may be given to or made upon Borrower by Lender or Servicer, shall
constitute a waiver thereof, or limit, impair or prejudice Lender's or
Servicer's right, without notice or demand, to take any action against Borrower
or to exercise any other power of sale, option or any other right or remedy.

         (j)  Lender and Servicer Appointed Attorney-In-Fact.  Borrower hereby
irrevocably constitutes and appoints Lender and Servicer as Borrower's true and
lawful attorney-in-fact, with full power of substitution, at any time after the
occurrence and during the continuation of an Event of Default, to execute,
acknowledge and deliver any instruments and to exercise and enforce every
right, power, remedy, option and privilege of Borrower with respect to the
Account Collateral, and do in the name, place and stead of Borrower, all such
acts, things and deeds for and on behalf of and in the name of Borrower with
respect to the Account Collateral, which Borrower could or might do or which
Lender may deem necessary or desirable to more fully vest in Lender and
Servicer the rights and remedies provided for herein with respect to the
Account Collateral and to accomplish the purposes of this Agreement.  The
foregoing powers of attorney are irrevocable for the term of the Loan and
coupled with an interest.

         (k)  Continuing Security Interest; Termination.  This Section 2.13
shall create a continuing pledge of and security interest in the Account
Collateral and shall remain in full force and effect until payment or
defeasance in full of the Indebtedness.  Upon payment or defeasance in full of
the Indebtedness, Borrower shall be entitled to the return, upon its request
and at its expense, of such of the Account Collateral as shall not have been
sold or otherwise applied pursuant to the terms hereof, and Lender shall
execute such instruments and





<PAGE>   53
                                                                        49



documents as may be reasonably requested by Borrower to evidence such
termination and the release of the pledge and lien hereof, provided, however,
that Borrower shall pay on demand all of Lender's reasonable expenses in
connection therewith.

         (l)  Replacement of a Property Collection Account Bank.  As long as no
Event of Default shall have occurred and be continuing, Borrower shall have the
right at any time to designate a successor Property Collection Account Bank to
hold a Property Collection Account or a Security Deposit Account upon 30 days'
prior written notice to Lender and Servicer, and Lender's or Servicer's (on
Lender's behalf) approval of the successor, which approval shall not be
unreasonably withheld or delayed.  In the event that the rating of long-term
unsecured debt obligations of a Property Collection Account Bank issued by a
Rating Agency is withdrawn or reduced to a rating of BBB or lower, Borrower
shall be obligated to promptly select a new Property Collection Account Bank
and, upon approval of such selection by Lender or Servicer (on Lender's
behalf), to establish and maintain the Property Collection Account and the
Security Deposit Account previously held at such Property Collection Account
Bank at said successor.  No such designation shall become effective until
Borrower has (i) delivered to the successor Property Collection Account Bank a
written letter of instructions substantially equivalent to the Collection
Account Agreement and (ii) delivered to Lender and Servicer evidence
satisfactory to Lender and Servicer that such instructions have been delivered
to the successor Property Collection Account Bank and acknowledged by such
successor's execution of an acknowledgement of instructions and notice
substantially in the form included in the Collection Account Agreement and such
financing statements as may be necessary or appropriate have been prepared,
executed and delivered to a filing agency.

         (m)  Reliance.  Each of Lender and Servicer may rely and shall be
protected in acting or refraining from acting upon any written notice,
instruction or request furnished to it hereunder and reasonably believed by it
to be genuine and to have been signed or presented by the proper party or
parties.  Servicer may rely on notice from Lender as to the occurrence of an
Event of Default.

         Section 2.14.  Supplemental Mortgage Affidavits.  The Lien created by
each Mortgage is intended to encumber the Individual Property described therein
to the full extent of all the Indebtedness.  As of the Closing Date, Borrower
has paid, or arranged for timely payment of, all state, county and municipal
recording and all other taxes imposed upon the execution and recordation of the
Mortgages in the applicable states.  If at any time Lender determines, based on
applicable law, that Lender is





<PAGE>   54
                                                                        50



not being afforded the maximum amount of security available from any Individual
Property as a direct, or indirect, result of applicable taxes not having been
paid with respect to the Related Mortgage, Borrower agrees that Borrower will
execute, acknowledge and deliver to Lender, immediately upon Lender's request,
supplemental affidavits increasing the amount of Indebtedness for which all
applicable taxes have been paid to an amount determined by Lender to be equal
to the lesser of (a) the greater of the fair market value of such Individual
Property (i) as of the Closing Date and (ii) as of the date such supplemental
affidavits are to be delivered to Lender, and (b) the amount of the
Indebtedness, and Borrower shall, on demand, pay any such additional taxes.

         Section 2.15.  Securitization.  Borrower hereby acknowledges that
Lender, any of its Affiliates, its successors or assigns, may securitize the
Loan through the issuance of the Certificates, which will be rated by the
Rating Agencies (the "Securitization").  Borrower agrees that it will cooperate
fully with Lender and the Rating Agencies in connection with the
Securitization, including, but not limited to, by (a) entering into nonmaterial
amendments to the Loan Documents to the extent required by the Rating Agencies
or otherwise in connection with the Securitization; (b) assisting in the
preparation of offering documents describing the Loan and the Securitization in
a manner that satisfies the requirements of applicable federal and state
securities laws, by (without limitation) (i) providing such information as may
be requested in connection therewith and (ii) acting reasonably and promptly in
connection with its review and approval of the relevant portions of the
offering documents; (c) causing to be rendered such customary opinion letters
as shall be requested by the Rating Agencies, including, without limitation, an
opinion letter in substantially the form attached hereto as Exhibit N (subject
to changes in law or fact after the date hereof and further subject to changes
requested by the Rating Agencies (to the extent such changes are consistent
with applicable law or facts)) and an opinion letter from each real estate
counsel to Borrower stating that the assignment of the Loan and the Loan
Documents to Trustee is enforceable; (d) representing that as of the
Securitization Closing Date (i) the Principal Indebtedness does not exceed 125%
of the Tax Fair Market Value of the Mortgaged Property and (ii) the fair market
value of any personal property or other property that is part of the Mortgaged
Property that is not "qualifying real property" within the meaning of Treasury
Regulation Section 1.593-11(b) does not exceed the excess, if any, of the Tax
Fair Market Value of the Mortgaged Property over the Principal Indebtedness,
and providing Lender with any supporting materials reasonably requested by
Lender; and (e) at reasonable times and upon reasonable notice, showing
potential Certificateholders the





<PAGE>   55
                                                                        51


Individual Properties.  Borrower agrees to reimburse its pro rata share (based
on the percentage of the aggregate loan amount included in the Securitization
represented by the principal amount of the Loan) of third party fees and
expenses in connection with the Securitization, including, but not limited to,
legal fees and disbursements, third-party due diligence expenses, Rating Agency
fees and expenses, the costs of providing appraisals, environmental reports and
engineering reports as required by the Rating Agencies, and any servicing,
Trustee or special servicing fees and expenses, provided, however, that the
third party fees and expenses to be reimbursed by Borrower shall not exceed the
Securitization Expense Reserve Amount.  In connection with the Securitization,
Lender intends to use the Engineering Reports, the Environmental Reports and
other third party reports, updated as necessary due to the age of such reports,
to the extent permitted by the Rating Agencies.  On the Closing Date, proceeds
of the Loan in an amount equal to the Securitization Expense Reserve Amount
shall be deposited into the Securitization Expense Sub-Account.  Within 90 days
from the Securitization Closing Date, Lender shall provide Borrower with an
itemized bill of the third party fees and expenses for which it seeks
reimbursement from Borrower.  Within 30 days from the delivery of such bill to
Borrower, the funds in the Securitization Expense Sub-Account shall be applied
to reimburse Lender for such expenses, with any remaining funds in the
Securitization Expense Sub-Account to be returned to Borrower on the next
Payment Date.  On or prior to the Securitization Closing Date, Borrower and AA
shall execute and deliver to Lender an instrument (in form and substance
reasonably satisfactory to Lender, Borrower and AA) indemnifying and holding
Lender and its controlling Persons and Affiliates harmless against all costs,
expenses and damages incurred by Lender and its controlling Persons and
Affiliates (including, without limitation, all liabilities under all applicable
federal and state securities laws) as a direct result of any untrue statement
of a material fact contained in such offering documents based on information
provided by, or on behalf of, Borrower which describes Borrower, AA, the
Individual Properties (and the management thereof) or any aspect of the Loan,
or as a result of any untrue statement of material fact in any of the financial
statements of Borrower or AA incorporated into the offering documents or the
failure to include in such financial statements or in such offering documents
any material fact relating to Borrower, AA, the Individual Properties (and the
management thereof) and any aspect of the Loan necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that Borrower shall have had an opportunity
to review and shall have approved the relevant portions of the offering
documents; and provided, further, that Borrower shall have no such obligation
with respect to





<PAGE>   56
                                                                        52

information unrelated to Borrower, AA, the Individual Properties (and the
management thereof) and the Loan.  Borrower and AA shall not indemnify Lender
for any liability, loss, cost or expense incurred as a result of the inclusion
of any erroneous or misleading information in the offering documents, or the
omission of material information from the offering documents, pertaining to
Borrower, AA, the Individual Properties (and the management thereof) or any
aspect of the Loan, if Borrower or its counsel shall have previously indicated
in writing to Lender or its counsel the erroneous or misleading nature of such
information or the omission of material information, as the case may be.
Borrower and AA shall not indemnify Lender for any liability, loss, cost or
expense incurred as a result of the inclusion of any erroneous or misleading
information in the offering documents, or the omission of material information
from the offering documents, unrelated to Borrower, AA, the Individual
Properties (and the management thereof) or any aspect of the Loan.

                                  ARTICLE III

                              CONDITIONS PRECEDENT

         Section 3.1.  Conditions Precedent to Effectiveness and Disbursement
of the Loan.  This Agreement shall become effective, and the Loan shall be 
made, on the date that all of the following conditions shall have been
satisfied (or waived in accordance with Section 8.4) (the "Closing Date"):

              (A)  Loan Documents.

              (i)  Loan Agreement.  Borrower shall have executed and delivered 
         this Agreement to Lender.

             (ii)  Note.  Borrower shall have executed and delivered to
         Lender the Note.

            (iii)  Mortgages.  Borrower shall have executed and delivered the
         Mortgages with respect to the Individual Properties to Lender and the
         Mortgages shall have been filed of record in the appropriate filing
         offices in each of the jurisdictions in which the Individual
         Properties are located or irrevocably delivered to a title agent for
         such recordation.

             (iv)  Assignments of Agreements.  Borrower shall have executed and
         delivered the Assignments of Agreements with respect to the Individual
         Properties to Lender and such documents shall have been filed of 
         record in the appropriate filing offices in each of the jurisdictions 
         in which the





<PAGE>   57
                                                                        53



         Individual Properties are located or irrevocably delivered to a title
         agent for such recordation.

             (v)  Assignments of Leases.  Borrower shall have executed and
         delivered the Assignments of Leases with respect to the Individual
         Properties to Lender and the Assignments of Leases shall have been
         filed of record in the appropriate filing offices in each of the
         jurisdictions in which the Individual Properties are located or
         irrevocably delivered to a title agent for such recordation.

             (vi) CC Account Agreement.  Borrower and Bank shall have executed
         the CC Account Agreement and delivered to Lender a copy thereof.

            (vii) Collection Account Agreements.  Borrower and each of the
         Property Collection Account Banks shall have executed a Collection 
         Account Agreement and delivered to Lender a copy thereof.

           (viii) Financing Statements.  Borrower shall have executed and
         delivered all financing statements specified on Exhibit O attached
         hereto to Lender and such financing statements shall have been filed
         of record in the appropriate filing offices in each of the
         jurisdictions in which the Individual Properties are located and all
         other appropriate jurisdictions or irrevocably delivered to a title
         agent for such filing.

             (ix) Manager's Subordinations.  Each Manager and Borrower shall
         have executed and delivered to Lender the Manager's Subordinations.

              (x) Borrower's Estoppel Certificate.  Borrower shall have
         executed and delivered to Lender an estoppel certificate with respect
         to each of the Management Agreements in substantially the form of
         Exhibit P attached hereto.

             (xi) Indemnity Agreement.  AXI shall have executed and delivered
         to Lender the Indemnity Agreement.

         (B)  Opinions of Counsel.  Lender shall have received from Ballard
Spahr Andrews & Ingersoll, special counsel to Borrower, its legal opinion in
substantially the form attached hereto as Exhibit Q; and from Colorado real
estate counsel to Borrower, its legal opinion in the form attached hereto as
Exhibit R.  Each of such legal opinions will be addressed to Lender and dated
the Closing Date.  Borrower hereby instructs





<PAGE>   58
                                                                        54




such counsel to deliver to Lender such opinions addressed to Lender.

         (C)  Entity Documents.  Lender shall have received with respect to (i)
Borrower (x) its certificate of partnership, as amended, modified or
supplemented to the Closing Date, certified to be true, correct and complete by
the appropriate Secretary of State as of a date not more than five days prior
to the Closing Date, (y) its partnership agreement certified by its general
partner to be true, correct and complete as of the Closing Date and (z) good
standing certificates from the Secretaries of State for the State of its
formation and each State in which an Individual Property is located or, if good
standing certificates are not issued by any such State, a certified copy of
Borrower's authority to transact business in such State, each to be dated a
date not more than 10 days prior to the Closing Date, and (ii) AXI its
certificate of incorporation, as amended, modified or supplemented to the
Closing Date, certified to be true, correct and complete by the appropriate
Secretary of State as of a date not more than five days prior to the Closing
Date, together with good standing certificates from such Secretary of State and
from the Secretaries of State of each other State in which each such entity is
required to be qualified to transact business, each to be dated a date not more
than five days prior to the Closing Date.

         (D)  Certified Resolutions, Etc.  Lender shall have received a
certificate of the secretary or assistant secretary of AXI dated the Closing
Date, certifying (i) the names and true signatures of its incumbent officers
authorized to sign the applicable Loan Documents, (ii) its by-laws as in effect
on the Closing Date, (iii) the resolutions of its board of directors approving
and authorizing the execution, delivery and performance of all Loan Documents
executed by it on behalf of Borrower, and (iv) that there have been no changes
in its certificate of incorporation since the date of the most recent
certification thereof by the appropriate Secretary of State.

         (E)  Insurance.  Lender shall have received certificates of insurance
demonstrating insurance coverage in respect of each of the Individual
Properties of types, in amounts, with insurers and otherwise in compliance with
the terms, provisions and conditions set forth in the Mortgages.  Such
certificates shall indicate that Lender and Servicer are named in all liability
policies as additional insureds as their interests may appear and shall contain
a loss payee endorsement in favor of Lender with respect to the property
policies required to be maintained under the Mortgages.  All insurance policies
required to be maintained hereunder shall be maintained





<PAGE>   59
                                                                        55



throughout the term of this Agreement in the types and amounts required under
the Mortgages.

         (F)  Lien Search Reports.  Lender shall have received satisfactory
(i.e., showing no Liens other than Permitted Encumbrances) reports of UCC
(collectively, the "UCC Searches"), tax lien, judgment and litigation searches
conducted by a search firm acceptable to Lender with respect to the Collateral
and the Person(s) identified on Exhibit S attached hereto, such searches to be
conducted in each of the locations set forth on Exhibit S attached hereto.

         (G)  Title Insurance Policies.  Lender shall have received commitments
(in form and substance satisfactory to Lender) to issue the Title Insurance
Policies.

         (H)  Financial Statements; Budgets; Operating Reports.  Lender shall
have received (i) the audited consolidated financial statements of Ambassador
II for the fiscal year ending December 31, 1996, (ii) 1997 operating budgets
for the Individual Properties, and (iii) historical operating reports for the
Individual Properties for the three calendar years prior to the Closing Date to
the extent available.  All audited financial statements must have been prepared
by Ernst & Young or another certified public accounting firm acceptable to
Lender in its reasonable discretion.

         (I)  Environmental Matters.  Lender shall have received Environmental
Reports, acceptable to Lender, with respect to each of the Individual
Properties, such Environmental Reports to be conducted by Independent
environmental engineers acceptable to Lender.

         (J)  Consents, Licenses, Approvals, Etc.  Lender shall have received
copies of all consents, licenses and approvals, if any, required in connection
with the execution, delivery and performance by Borrower, and the validity and
enforceability, of the Loan Documents, and such consents, licenses and
approvals shall be in full force and effect.

         (K)  Additional Matters.  Lender shall have received such other
Permits, certificates (including certificates of occupancy for each Individual
Property), opinions, documents and instruments (including letters from the
appropriate Governmental Authorities regarding the zoning of each Individual
Property and evidence that utility services are available for each Individual
Property and that each Individual Property is subject to separate tax
assessment) relating to the Loan as may have been reasonably requested by
Lender, and all corporate and other proceedings, all other documents
(including, without limitation, all documents





<PAGE>   60
                                                                        56



referred to herein and not appearing as exhibits hereto) and all legal matters
in connection with the Loan shall be satisfactory in form and substance to
Lender.

         (L)  Representations and Warranties.  The representations and
warranties herein and in the other Loan Documents shall be true and correct in
all material respects on the Closing Date both before and after giving effect
to the making of the Loan.

         (M)  No Default or Event of Default.  No Default or Event of Default
shall have occurred and be continuing on the Closing Date either before or
after giving effect to the making of the Loan.

         (N)  No Injunction.  No law or regulation shall have been adopted, no
order, judgment or decree of any Governmental Authority shall have been issued,
and no litigation shall be pending or threatened, which in the good faith
judgment of Lender would enjoin, prohibit or restrain, or impose or result in
the imposition of any material adverse condition upon, the making or repayment
of the Loan or the consummation of the Transactions.

         (O)  Surveys.  Lender shall have received a Survey with respect to
each Individual Property.

         (P)  Engineering Reports.  Lender shall have received the Engineering
Reports acceptable to Lender, with respect to the Individual Properties, such
Engineering Reports to be prepared by Independent Engineers acceptable to
Lender.

         (Q)  Contracts and Permits.  Borrower shall have delivered to Lender a
copy of each Material Contract and Permit affecting the Individual Properties.

         (R)  Management Agreements.  Lender shall have received the Management
Agreements.

         (S)  Transaction Costs.  Borrower shall have paid (or agreed to pay at
closing from the proceeds of the Loan) all Transaction Costs for which bills
have been submitted.

         (T)  Leases.  Borrower shall have delivered rent rolls with respect to
each of the Individual Properties dated as of February 1, 1997 and certified as
true and correct and a copy of the standard form Lease for each Individual
Property.

         (U)  Appraisals.  Lender shall have received MAI appraisals (prepared
in compliance with FIRREA) with respect





<PAGE>   61
                                                                          57

to the Individual Properties prepared by Independent firms acceptable to
Lender.

         Section 3.2.  Acceptance of Borrowings.  The acceptance by Borrower of
the proceeds of the Loan shall constitute a representation and warranty by 
Borrower to Lender that all of the conditions required to be satisfied under
this Article III in connection with the making of the Loan have been satisfied
or waived in accordance with Section 8.4.

         Section 3.3.  Form of Loan Documents and Related Matters.  The Note
and all of the certificates, agreements, legal opinions and other documents and
papers referred to in this Article III, unless otherwise specified, shall
be delivered to Lender, and shall be satisfactory in form and substance to
Lender in its sole discretion (unless the form thereof is prescribed herein).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         Section 4.1.  Borrower Representations.  Subject to the exceptions set
forth in Schedule 2 attached hereto, Borrower represents and warrants as of 
the Closing Date that:

         (A)  Organization.  Borrower (i) is a duly formed and validly existing
limited partnership in good standing under the laws of the State of Delaware,
(ii) has the requisite partnership power and authority to own its properties
(including, without limitation, the Mortgaged Property) and to carry on its
business as now being conducted and is qualified to do business in every
jurisdiction in which an Individual Property is located, and (iii) has the
requisite partnership power to execute and deliver, and perform its obligations
under, this Agreement, the Note, the Mortgages and all of the other Loan
Documents to which it is a party.  AXI (i) is a duly organized and validly
existing corporation in good standing under the laws of the State of Delaware,
(ii) has the requisite corporate power and authority to carry on its business
as now being conducted and is qualified to do business in every jurisdiction in
which an Individual Property is located, and (iii) has the requisite corporate
power to execute and deliver on behalf of Borrower this Agreement, the Note,
the Mortgages and all of the other Loan Documents to which Borrower is a party.

         (B)  Authorization.  The execution and delivery by Borrower of this
Agreement, the Note, the Mortgages and each of the other Loan Documents,
Borrower's performance of its obligations hereunder and thereunder and the
creation of the





<PAGE>   62
                                                                           58

security interests and liens provided for in this Agreement and the other Loan
Documents (i) have been duly authorized by all requisite partnership action on
the part of Borrower, (ii) will not violate any provision of any Legal
Requirements, any order of any court or other Governmental Authority, the
partnership agreement of Borrower or any indenture or material agreement or
other instrument to which Borrower is a party or by which Borrower is bound,
and (iii) will not be in conflict with, result in a breach of, or constitute
(with due notice or lapse of time or both) a default under, or result in the
creation or imposition of any Lien of any nature whatsoever upon any of the
property or assets of Borrower pursuant to, any such indenture or material
agreement or instrument.  Other than those obtained or filed on or prior to the
Closing Date, Borrower is not required to obtain any consent, approval or
authorization from, or to file any declaration or statement with, any
Governmental Authority or other agency in connection with or as a condition to
the execution, delivery or performance of this Agreement, the Note, the
Mortgages or the other Loan Documents.

         (C)  Litigation.  Except for claims that are fully covered by valid
policies of insurance held by Borrower, there are no actions, suits or
proceedings at law or in equity by or before any Governmental Authority or
other agency now pending and served or, to the knowledge of Borrower, overtly
threatened against Borrower or any Individual Property, which actions, suits or
proceedings, if determined against Borrower or any Individual Property, might
result in a Material Adverse Effect.

         (D)  Agreements.  Borrower is not a party to any agreement or
instrument or subject to any restriction which is reasonably likely to have a
Material Adverse Effect.  Borrower is not in default in any material respect in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement or instrument to which it is a party
or by which it or any Individual Property is bound.

         (E)  Title to the Mortgaged Property.  Borrower owns good, marketable
and insurable fee simple title to each Individual Property,  free and clear of
all Liens, other than the Permitted Encumbrances applicable to that Individual
Property.  There are no outstanding options to purchase or rights of first
refusal for the purchase of all or any portion of any Individual Property.

         (F)  No Bankruptcy Filing.  Borrower is not contemplating either the
filing of a petition by it under any state or federal bankruptcy or insolvency
laws or the liquidation of all or a major portion of its assets or property,
and Borrower





<PAGE>   63
                                                                          59

has no knowledge of any Person contemplating the filing of any such petition
against it.

         (G)  Full and Accurate Disclosure.  No statement of fact made by or on
behalf of Borrower in this Agreement or in any of the other Loan Documents
contains any untrue statement of a material fact or omits to state any material
fact necessary to make statements contained herein or therein, in light of the
circumstances in which they were made, not misleading.  There is no fact
presently known to Borrower which has not been disclosed to Lender which
adversely affects, nor as far as Borrower can foresee, might adversely affect,
any Individual Property or the business, operations or condition (financial or
otherwise) of Borrower.

         (H)  Location of Chief Executive Offices.  The location of Borrower's
principal place of business and chief executive office is 77 West Wacker Drive,
40th Floor, Chicago, Illinois 60601.

         (I)  Compliance.  Except for matters set forth in the Engineering
Reports described on Exhibit D attached hereto and in the "Summary" sections of
the Environmental Reports described on Exhibit E attached hereto and except for
matters described in Section 4.1(P) (as to which the provisions of Section
4.1(P) shall apply), Borrower, each Individual Property and Borrower's use
thereof and operations thereat comply in all material respects with all
applicable Legal Requirements, including, without limitation, building and
zoning ordinances and codes, and all applicable Insurance Requirements.
Borrower is not in default or violation of any order, writ, injunction, decree
or demand of any Governmental Authority, the violation of which is reasonably
likely to have a Material Adverse Effect.

         (J)  Use of Proceeds; Margin Regulations.  Borrower will use the
proceeds of the Loan for the purposes described in Section 2.2.  No part of the
proceeds of the Loan will be used for the purpose of purchasing or acquiring
any "margin stock" within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System or for any other purpose which would be
inconsistent with such Regulation U or any other Regulations of such Board of
Governors, or for any purposes prohibited by Legal Requirements.

         (K)  Financial Information.  All historical financial data concerning
Borrower or the Individual Properties that has been delivered by Borrower to
Lender is true, complete and correct in all material respects.  Since the
delivery of such data, except as otherwise disclosed in writing to Lender,
there has been no adverse change in the financial position of the





<PAGE>   64
                                                                           60

Individual Properties, or in the results of operations of the Individual
Properties.  Borrower has not incurred any obligation or liability, contingent
or otherwise, not reflected in such financial data which might adversely affect
its business operations or any Individual Property.

         (L)  Condemnation.  No Taking has been commenced or, to Borrower's
knowledge, is contemplated with respect to all or any portion of any Individual
Property or for the relocation of roadways providing access to any Individual
Property.

         (M)  Other Debt.  Except for the debt to be repaid from the proceeds
of the Loan, Borrower has not borrowed or received other debt financing whether
unsecured or secured by any Individual Property or any part thereof.

         (N)  ERISA.  Each Plan, and, to the knowledge of Borrower, each
Multiemployer Plan, is in compliance in all material respects with, and has
been administered in all material respects in compliance with, its terms and
the applicable provisions of ERISA, the Code and any other federal or state
law, and no event or condition has occurred and is continuing as to which
Borrower would be under an obligation to furnish a report to Lender under
Section 5.1(S)(i).

         (O)  Utilities and Public Access.  Each Individual Property has
adequate rights of access to public ways and is served by adequate water,
sewer, sanitary sewer and storm drain facilities.  Except as otherwise
disclosed by the Surveys, all public utilities necessary to the continued use
and enjoyment of each Individual Property as presently used and enjoyed are
located in the public right-of-way abutting the premises, and all such
utilities are connected so as to serve such Individual Property without passing
over other property.  All roads necessary for the full utilization of each
Individual Property for its current purpose have been completed and dedicated
to public use and accepted by all Governmental Authorities or are the subject
of access easements for the benefit of the Individual Property.

         (P)  Environmental Compliance.  Except for matters set forth in the
"Summary" sections of the Environmental Reports described on Exhibit E attached
hereto (true, correct and complete copies of which have been provided to Lender
by Borrower):

                 (i)  To the best of Borrower's knowledge, Borrower is in
         compliance with all applicable Environmental Laws, which compliance
         includes, but is not limited to, the possession by Borrower of all
         environmental, health and safety permits,





<PAGE>   65
                                                                            61

         licenses and other governmental authorizations required in connection
         with the ownership and operation of the Individual Property under all
         Environmental Laws, except where the failure to comply with such laws
         is not reasonably likely to result in a Material Adverse Effect.

             (ii)  There is no Environmental Claim pending or, to Borrower's
         knowledge, overtly threatened, and (x) no penalties arising under
         Environmental Laws have been assessed against Borrower, Ambassador II
         or, to Borrower's knowledge, any other Person whose liability for any
         Environmental Claim Borrower has or may have retained or assumed
         either contractually or by operation of law, and (y) to the best of
         Borrower's knowledge, no investigation or review is pending or, to the
         knowledge of Borrower, threatened by any Governmental Authority,
         citizens group, employee or other Person, in each case, with respect
         to any alleged failure by Borrower or the Individual Property to have
         any environmental, health or safety permit, license or other
         authorization required under, or to otherwise comply with, any
         Environmental Law or with respect to any alleged liability of Borrower
         for any Use or Release of any Hazardous Substances.

            (iii)  To the best of Borrower's knowledge, there have been and are
         no past or present Releases of any Hazardous Substance that are
         reasonably likely to form the basis of any Environmental Claim against
         Borrower or against any Person whose liability for any Environmental
         Claim Borrower has or may have retained or assumed either
         contractually or by operation of law.

             (iv)  To the best of Borrower's knowledge, there is not present
         at, on, in or under the Individual Property, PCB-containing equipment,
         asbestos or asbestos containing materials, underground storage tanks
         or surface impoundments for Hazardous Substances, lead in drinking
         water (except in concentrations that comply with all Environmental
         Laws), or lead-based paint.

              (v)  To the best of Borrower's knowledge, no liens are
         presently recorded with the appropriate land records under or pursuant
         to any Environmental Law with respect to the Individual Property and,
         to Borrower's knowledge, no Governmental Authority has been taking or
         is in the process of taking any action that could subject the
         Individual Property to Liens under any Environmental Law.

             (vi)  There have been no environmental investigations, studies,
         audits, reviews or other analyses conducted by or





<PAGE>   66
                                                                             62 
                                
         that are in the possession of Borrower in relation to an Individual
         Property which have not been provided to Lender.

         (Q)  Solvency.  None of the transactions contemplated hereby will be
or have been made with an actual intent to hinder, delay or defraud any present
or future creditors of Borrower and, giving effect to the transactions
contemplated hereby, the fair saleable value of Borrower's assets exceeds and
will, immediately following the making of the Loan, exceed Borrower's total
liabilities, including, without limitation, subordinated, unliquidated,
disputed and contingent liabilities.  Borrower has received reasonably
equivalent value in exchange for its obligations under the Loan Documents.  The
fair saleable value of Borrower's assets is and will, immediately following the
making of the Loan, be greater than Borrower's probable liabilities, including
the maximum amount of its contingent liabilities on its debts as such debts
become absolute and matured.  Borrower's assets do not and, immediately
following the making of the Loan will not, constitute unreasonably small
capital to carry out its business as conducted or as proposed to be conducted.
Borrower does not intend to, nor believes that it will, incur debts and
liabilities (including, without limitation, Contingent Obligations and other
commitments) beyond its ability to pay such debts as they mature (taking into
account the timing and amounts to be payable on or in respect of obligations of
Borrower).

         (R)  Not Foreign Person.  Borrower is not a "foreign person" within
the meaning of Section 1445(f)(3) of the Code.

         (S)  Single-Purpose Entity.

                 (i)  Borrower at all times since its formation has been, and
         will continue to be, a duly formed and existing Delaware limited
         partnership and, since its acquisition of the Individual Properties, a
         Single-Purpose Entity.  Borrower at all times since its formation and
         acquisition of the Individual Properties has been, and will continue
         to be, duly qualified as a foreign limited partnership in each
         jurisdiction in which an Individual Property is located.  AXI at all
         times since its formation has been, and will continue to be, a duly
         formed and existing Delaware corporation and, since Borrower's
         acquisition of the Individual Properties, a Single-Purpose Entity.
         AXI at all times since its formation and acquisition of the Individual
         Properties by Borrower has been, and will continue to be, duly
         qualified as a foreign corporation in each jurisdiction in which an
         Individual Property is located.

                (ii)  Borrower at all times since its formation has complied,
         and will continue to comply, with the provisions





<PAGE>   67
                                                                             63

         of its partnership agreement and the laws of the State of Delaware
         relating to limited partnerships.  AXI at all times since its
         formation has complied, and will continue to comply, with the
         provisions of its certificate of incorporation and its by-laws and the
         laws of the State of Delaware relating to corporations.

            (iii)  All customary formalities regarding the partnership or
         corporate (as the case may be) existence of each of Borrower and AXI
         have been observed at all times since its formation and will continue
         to be observed.

             (iv)  Each of Borrower and AXI has at all times since its
         formation accurately maintained, and will continue to accurately
         maintain, its financial statements, accounting records and other
         corporate documents separate from those of its partners, shareholders,
         Affiliates of its shareholders or partners and any other Person.
         Neither Borrower nor AXI has at any time since its formation
         commingled, and neither Borrower nor AXI will commingle, its assets
         with those of its shareholders, partners, any Affiliates of its
         shareholders or partners, or any other Person.  Each of Borrower and
         AXI has at all times since its formation accurately maintained, and
         will continue to accurately maintain, its own bank accounts and
         separate books of account.

              (v)  Each of Borrower and AXI has at all times since its
         formation paid, and will continue to pay, its own liabilities from its
         own separate assets.

             (vi)  Each of Borrower and AXI has at all times since its
         formation identified itself, and will continue to identify itself, in
         all dealings with the public, under its own name and as a separate and
         distinct entity.  Neither Borrower nor AXI has at any time since its
         formation identified itself, and neither Borrower nor AXI will
         identify itself, as being a division or a part of any other entity.
         Neither Borrower nor AXI has at any time since its formation
         identified, and neither Borrower nor AXI will identify its
         shareholders, partners or any Affiliates of its shareholders or
         partners, as being a division or part of it.

            (vii)  Each of Borrower and AXI has been at all times since its 
         formation and will continue to be adequately capitalized in light
         of the nature of its then current business.

           (viii)  Neither Borrower nor AXI has at any time since its 
         formation assumed or guaranteed, and neither Borrower nor AXI will
         assume or guarantee, the liabilities of its shareholders





<PAGE>   68
                                                                             64

         or partners, any Affiliates of its shareholders or partners, or any
         other Persons, except for liabilities relating to the Individual
         Properties and except as permitted by or pursuant to this Agreement.
         Neither Borrower nor AXI has at any time since its formation acquired,
         and neither Borrower nor AXI will acquire, obligations or securities
         of its shareholders or partners, or any Affiliates of its shareholders
         or partners.  Neither Borrower nor AXI has at any time since its
         formation made, and neither Borrower nor AXI will make, loans to its
         shareholders or partners, or any Affiliates of its shareholders or
         partners.

             (ix)  Neither Borrower nor AXI has at any time since its
         formation entered into and neither Borrower nor AXI has been a party
         to, and, neither Borrower nor AXI will enter into or be a party to,
         any transaction with its shareholders or partners or any Affiliates of
         its shareholders or partners except (x) for the Management Agreements
         and (y) in the ordinary course of business of Borrower or AXI, as the
         case may be, on terms which are no less favorable to Borrower or AXI,
         as the case may be, than would be obtained in a comparable arm's
         length transaction with an unrelated third party.

         (T)     No Joint Assessment; Separate Lots.  Borrower shall not
suffer, permit or initiate the joint assessment of any Individual Property (i)
with any other real property constituting a separate tax lot, and (ii) with any
portion of the Individual Property which may be deemed to constitute personal
property, or any other procedure whereby the lien of any taxes which may be
levied against such personal property shall be assessed or levied or charged to
the Individual Property as a single lien.  Each Individual Property is
comprised of one or more parcels, each of which constitutes a separate tax lot
and none of which constitutes a portion of any other tax lot.  No Individual
Property is benefitting from a tax abatement.

         (U)     Assessments.  Except as disclosed in the Title Insurance
Policies, there are no pending or, to the knowledge of Borrower, proposed
special or other assessments for public improvements or otherwise affecting any
Individual Property, nor, to the knowledge of Borrower, are there any
contemplated improvements to any Individual Property that may result in such
special or other assessments.

         (V)     Mortgage and Other Liens.  Each Mortgage creates a valid and
enforceable first mortgage Lien on the Individual Property described therein,
as security for the repayment of the Indebtedness, subject only to the
Permitted Encumbrances applicable to such Individual Property.  Each Collateral
Security





<PAGE>   69
                                                                             65

Instrument establishes and creates a valid, subsisting and enforceable Lien on
and a security interest in, or claim to, the rights and property described
therein.  All property covered by any Collateral Security Instrument is subject
to a Uniform Commercial Code financing statement filed and/or recorded, as
appropriate, (or irrevocably delivered to a title agent for such recordation or
filing) in all places necessary to perfect a valid first priority lien with
respect to the rights and property that are the subject of such Collateral
Security Instrument to the extent governed by the Uniform Commercial Code.  All
continuations and any assignments of any such financing statements will be
timely filed or refiled, as appropriate, in the appropriate recording offices.

         (W)     Enforceability.  The Note, each Mortgage and each other Loan
Document executed by Borrower in connection herewith, including, without
limitation, any Collateral Security Instrument, are the legal, valid and
binding obligations of Borrower, enforceable against Borrower in accordance
with their terms, subject to bankruptcy, insolvency and other limitations on
creditors' rights generally and to equitable principles and the other matters
described in the opinions delivered pursuant to Section 3.1(B).  The Note, each
such Mortgage and the other Loan Documents executed by Borrower are, as of the
date hereof, not subject to any right of rescission, set-off, counterclaim or
defense by Borrower, including the defense of usury, nor will the operation of
any of the terms of the Note, each such Mortgage and other Loan Documents
executed by Borrower, or the exercise of any right thereunder, render the
Mortgages unenforceable against Borrower, in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense by Borrower,
including the defense of usury, and Borrower has not asserted any right of
rescission, set-off, counterclaim or defense with respect thereto.

         (X)     Permitted Encumbrances.  The Permitted Encumbrances do not
cause a Material Adverse Effect.

         (Y)     No Prior Assignment.  As of the date hereof, (i) Lender is the
assignee of Borrower's interest under the Leases and (ii) there are no prior
assignments of the Leases or any portion of the Rent due and payable or to
become due and payable which are presently outstanding.

         (Z)  No Defaults.  No Default or Event of Default exists under or with
respect to any Loan Document.

         (AA) Labor Matters.  Borrower does not have any employees.  Borrower
is not a party to any collective bargaining agreements.





<PAGE>   70
                                                                             66

         (BB) Use of Facilities.  Each Individual Property is used exclusively
as a multi-family residential facility and uses ancillary thereto (including 
parking).

         (CC) Permits; Certificate of Occupancy.  Borrower has obtained
(directly or by assignment from Ambassador II) all Permits necessary to use 
and operate each Individual Property for the use described in Section 4.1(BB). 
The use being made of each Individual Property is in conformity in all
material respects with the certificate of occupancy and/or Permits for such
Individual Property and any other restrictions, covenants or conditions
affecting such Individual Property.

         (DD) Flood Zone.  Except as shown on the Surveys, none of the
Individual Properties is located in a flood hazard area as defined by the
Federal Insurance Administration.

         (EE) Physical Condition.  Each Individual Property is free of
structural defects and all building systems contained therein are in good
working order in all material respects subject to ordinary wear and tear,
except as disclosed in the Engineering Reports described on Exhibit D.

         (FF) Partnership Structure.  AXI is the sole general partner of
Borrower.  Ambassador V is the sole limited partner of Borrower and AA owns,
directly or indirectly, approximately 90.69% of Borrower and indirectly
controls Borrower.  AA owns, directly or indirectly, 100% of AXI.

         (GG) Security Deposits.  All security deposits with respect to the
Individual Properties on the date hereof shall be transferred to the Security 
Deposit Accounts within 5 Business Days from the date hereof, and Borrower is 
in compliance with all Legal Requirements relating to such security deposits.

         (HH) Intellectual Property.  All material trademarks, tradenames and
servicemarks that Borrower owns or has pending, or under which it is licensed,
are in good standing and uncontested.  There is no right under any trademark, 
tradename or servicemark necessary to the business of Borrower as presently 
conducted or as Borrower contemplates conducting its business.  To the best of
Borrower's knowledge, Borrower has not infringed, is not infringing, and has 
not received notice of infringement with respect to asserted trademarks,
tradenames and servicemarks of others.  To Borrower's knowledge, there is no
infringement by others of material trademarks, tradenames and servicemarks of
Borrower.

         (II) Investment Company Act; Public Utility Holding Company Act.
Borrower is not (i) an "investment company" or a





<PAGE>   71
                                                                             67

company  "controlled"  by  an "investment  company,"  within  the meaning of
the Investment Company Act of 1940, as amended, (ii) a "holding  company"  or
a  "subsidiary  company"  of  a  "holding company" or an  "affiliate" of
either a "holding  company" or  a "subsidiary  company" within  the meaning  of
the  Public Utility Holding Company Act of 1935, as amended, or (iii) subject
to any other federal  or  state  law or  regulation  which  purports  to
restrict or regulate its ability to borrow money.

     (JJ)  Tax Fair Market Value.  As of the Closing Date, (i) the Tax Fair  
Market Value  of each  Individual Property  is equal  to or greater  than  the
Allocated  Loan Amount  for  such  Individual Property  and (ii)  the Tax  Fair
Market  Value of  the Mortgaged Property is equal to or exceeds the Principal
Indebtedness.

     Section 4.2.  Survival  of Representations.  Borrower agrees that all  of
the representations  and warranties of  Borrower set forth in Section 4.1  and
elsewhere in this Agreement  and in the other Loan Documents are made as  of
the Closing Date (except  as expressly otherwise  provided) and shall survive
the delivery of the Note and  making of the Loan and continue for  as long as
any amount  remains owing to Lender under this Agreement, the Note or any  of
the  other  Loan Documents;  provided, however,  that the representations  set
forth  in  Section 4.1(P)  shall survive  in perpetuity.    All
representations,  warranties,  covenants  and agreements  made in this
Agreement or in the other Loan Documents shall  be   deemed   to  have   been
relied  upon   by   Lender notwithstanding any investigation heretofore or
hereafter made by Lender or on its behalf.

     Section 4.3.   Borrower's Knowledge.   Any representation or warranty  in
this Agreement or  in the other  Loan Documents made "to the best  of
Borrower's  knowledge" or "to  the knowledge  of Borrower"  is made after due
inquiry by Borrower and includes the knowledge of Borrower  and any Affiliate
of  Borrower which owned an Individual Property prior to Borrower's acquisition
thereof.


                                   ARTICLE V

                             AFFIRMATIVE COVENANTS

     Section 5.1.   Borrower  Covenants.  Borrower  covenants and agrees that,
from the date  hereof and until payment  in full of the  Indebtedness (or,
with respect  to a  particular Individual Property, the earlier release of its
Related Mortgage):

     (A)  Existence;   Compliance    with   Legal   Requirements; Insurance.
Borrower shall  do or  cause to  be done  all things necessary to preserve,
renew and keep in full force and effect
<PAGE>   72
                                                                             68 




its partnership existence, rights, licenses, Permits and franchises necessary 
for the conduct of its business and comply in all material respects with all  
Legal Requirements and Insurance Requirements applicable to it and each 
Individual Property.   Borrower shall at all times maintain, preserve and 
protect  all  franchises  and  tradenames and preserve  all  the remainder of
its  property necessary for the continued conduct of its business and keep 
each  Individual Property in  good repair, working order and condition, except 
for reasonable  wear and use, and  from time to time make, or  cause to be 
made, all reasonably necessary  repairs, renewals, replacements, betterments
and improvements thereto, all as more  fully  provided  in  the Mortgages. 
Borrower shall  keep each Individual Property insured at all  times, by
financially  sound and  reputable insurers,  to such  extent and against  such
risks, and  maintain liability and such other insurance, as is more fully
provided in the Mortgages. Notwithstanding  anything contained  in  the 
Mortgages, in  each case, however, if  no providers  of such insurance  are
rated  as required in the Mortgages, the requirement for such rating  shall be
that rating by the Rating Agencies, as confirmed by the Rating Agencies  in 
writing, which  will  not result in  a  downgrade, qualification or withdrawal 
of the then  current ratings of  any class of the Certificates.

     (B)  Impositions and  Other Claims.  Borrower  shall pay and discharge  or
cause to be paid and discharged all Impositions, as well  as all lawful claims
for labor, materials  and supplies or otherwise,  which could become a Lien,
all as more fully provided in,  and subject  to  any rights  to  contest
contained  in,  the Mortgages.

     (C)  Litigation.   Borrower shall give prompt written notice to Lender  of
any litigation or  governmental proceedings pending or  threatened (in
writing)  against Borrower  or the  Mortgaged Property which  is reasonably
likely  to have a  Material Adverse Effect.

     (D)  Environmental Remediation.

          (i)  If  any  investigation, site  monitoring, cleanup, removal,
     restoration or other remedial work  of any kind or nature  is required
     pursuant to an order or directive of any Governmental Authority or under
     any applicable Environmental Law (collectively,  the "Remedial  Work"),
     because of  or in connection with  the current  or future  presence,
     suspected presence,  Release  or  suspected  Release  of  a  Hazardous
     Substance on,  under or from  an Individual Property  or any portion
     thereof,  Borrower  shall  promptly   commence  and diligently  prosecute
     to completion  all such Remedial Work.  In all events, such Remedial Work
     shall be commenced within
<PAGE>   73
                                                                             69




     30  days after any demand therefor by Lender or such shorter period as may
     be required under any applicable Environmental Law; provided, however,
     that  Borrower shall not be required to commence  such Remedial  Work
     within the  above specified time  periods:  (x)  if  prevented  from
     doing  so  by  any Governmental Authority, (y) if commencing such Remedial
     Work within such time  periods would result  in Borrower or  such Remedial
     Work violating  any  Environmental Law  or (z)  if Borrower, at its
     expense and  after prior notice to  Lender, is contesting by appropriate
     legal, administrative or other proceedings conducted  in good faith and
     with due diligence the need to perform  Remedial Work, as long as  (1)
     Borrower is permitted  by the applicable Environmental  Laws to delay
     performance  of the Remedial  Work pending such proceedings, (2)  neither
     the Individual Property nor any part thereof or interest therein will be
     sold, forfeited or lost if Borrower performs  the Remedial  Work being
     contested, and  Borrower would  have  the  opportunity to  do  so,  in
     the event  of Borrower's  failure to  prevail in  the contest,  (3) Lender
     would not, by virtue  of such permitted contest, be  exposed to  any risk
     of any  civil liability for  which Borrower has not furnished additional
     security  as provided in clause (4) below, or to any risk of criminal
     liability, and neither the Individual  Property  nor  any  interest
     therein  would  be subject to the imposition of any lien for which
     Borrower has not furnished additional security  as provided in clause (4)
     below, as a result  of the failure to perform  such Remedial Work  and
     (4)  Borrower  shall  have  furnished  to  Lender additional security  in
     respect  of the Remedial  Work being contested  and  the loss  or  damage
     that may  result  from Borrower's failure to prevail in such contest in
     such amount as may be reasonably requested by Lender.

         (ii)  If requested  by Lender,  all Remedial Work  under clause  (i)
     above  shall  be performed  by contractors,  and under  the  supervision
     of   a  consulting  Engineer,  each approved  in advance  by Lender which
     approval will  not be unreasonably withheld  or delayed.   All costs  and
     expenses reasonably  incurred in  connection with such  Remedial Work
     shall  be paid  by Borrower.   If  Borrower does  not timely commence and
     diligently prosecute to completion the Remedial Work, unless Borrower is
     contesting the need to perform such Remedial Work  in accordance  with
     clause (i)  above, Lender may  (but shall  not be  obligated to),  upon 30
     days prior written  notice to Borrower of its intention to do so, cause
     such Remedial Work to be performed.  In such event, Borrower shall  pay or
     reimburse Lender  on demand for  all expenses (including reasonable
     attorneys' fees and disbursements, but excluding  internal  overhead,
     administrative  and  similar costs of Lender) reasonably relating to or
     incurred by
<PAGE>   74
                                                                             70

     Lender in connection with monitoring, reviewing or performing any 
     Remedial  Work  in   accordance  herewith, together with interest
     thereon at  the Default Rate from the date of demand by Lender.

        (iii)  Borrower  shall  not  commence  any  Remedial Work under  clause
     (i)  above,  nor enter  into  any  settlement agreement, consent  decree
     or  other compromise  relating to any  Hazardous Substances  or
     Environmental Laws  which  is reasonably  likely  to  have   a  Material
     Adverse  Effect.  Notwithstanding the foregoing, if the presence or
     threatened presence  of Hazardous  Substances  on, under  or about  any
     Individual Property poses an immediate threat to the health, safety or
     welfare of any Person or the environment, or is of such  a  nature that
     an  immediate  response is  necessary, Borrower may complete  all
     necessary Remedial Work.  In such events, Borrower shall notify  Lender as
     soon as practicable and, in any event, within three Business Days, of any
     action taken.

          (E)  Environmental Matters; Inspection.

          (i)  Borrower shall not authorize a Hazardous Substance to be present
     on, under  or to emanate  from an  Individual Property, or migrate  from
     adjoining property  controlled by Borrower onto  or into an Individual
     Property, except under conditions  permitted by applicable  Environmental
     Laws and, in the event that such Hazardous Substances are present  on,
     under  or emanate  from an  Individual Property,  or migrate onto or  into
     an  Individual Property, Borrower  shall cause the removal or remediation
     of such Hazardous Substances, in accordance  with  this  Agreement  and
     Environmental  Laws.  Borrower  shall use best efforts to prevent, and to
     seek the remediation of, any migration  of Hazardous Substances  onto or
     into any Individual Property from any adjoining property.

          (ii) Upon reasonable prior  written notice and  subject to the rights
     of tenants under Leases, Lender shall have the right  at all reasonable
     times to enter upon and inspect all or  any portion  of any  Individual
     Property,  provided that such inspections shall not  unreasonably
     interfere with  the operation  or  the  tenants,  occupants or  guests  of
     such Individual Property.  If  Lender suspects that Remedial Work may be
     required, Lender may  select a consulting Engineer to conduct and  prepare
     reports of such  inspections.  Borrower shall  be  given  a  reasonable
     opportunity  to  review  any reports, data  and other documents or
     materials reviewed or prepared  by  the  Engineer,  and  to  submit
     comments  and suggested revisions  or rebuttals  to same.   The inspection
     rights granted to Lender in this Section 5.1(E) shall be in
<PAGE>   75
                                                                             71

     addition to, and not in limitation of, any other  inspection rights
     granted  to  Lender  in this  Agreement,  and  shall expressly  include
     the  right   (if  Lender  suspects  that Remedial  Work may  be  required)
     to  conduct soil  borings, establish ground water  monitoring wells  and
     conduct  other customary environmental tests, assessments and audits.

        (iii)  Borrower agrees to bear and shall pay or reimburse Lender  on
     demand  for  all sums  reasonably  advanced  and expenses    reasonably
     incurred    (including   reasonable attorneys'  fees and  disbursements,
     but  excluding internal overhead,  administrative  and  similar  costs
     of  Lender) reasonably relating to, or  reasonably incurred by Lender in
     connection  with, the inspections  and reports  described in this  Section
     5.1(E)  (to  the extent  such inspections  and reports relate to any
     Individual Property) in the following situations:

               (x)  If  Lender has reasonable grounds to believe, at the  time
          any such inspection is ordered, that there exists an occurrence or
          condition that could lead to an Environmental Claim;

               (y)  If any such inspection reveals  an occurrence or condition
          that could lead to an Environmental Claim; or

               (z)  If an  Event of  Default with respect  to any Individual
          Property  exists  at   the  time  any  such inspection  is  ordered,
          and  such  Event  of  Default relates   to  any  representation,
          covenant  or  other obligation   pertaining    to   Hazardous
          Substances, Environmental Laws or any other environmental matter.

          (F)  Environmental  Notices.   Borrower  shall promptly provide
notice to Lender of:

          (i)  any   Environmental   Claim   asserted    by   any Governmental
     Authority  with  respect   to  any  Hazardous Substance  on, in,  under or
     emanating from  any Individual Property,  which could  reasonably  be
     expected  to  impair materially   the  value   of  Lender's   security
     interests hereunder or have a Material Adverse Effect;

         (ii)  any proceeding, investigation or inquiry commenced or
     threatened  in writing  by  any Governmental  Authority, against Borrower,
     with  respect to  the presence,  suspected presence,   Release  or
     threatened   Release  of  Hazardous Substances  from or onto, in or under
     any property not owned by Borrower, including, without limitation,
     proceedings
<PAGE>   76
                                                                             72 




     under the Comprehensive Environmental Response, Compensation, and  
     Liability  Act,  as  amended,  42 U.S.C.  Section  9601,  et seq.,
     which could  reasonably be expected to impair materially the value
     of Lender's security interests hereunder or have a Material Adverse
     Effect;

        (iii)  all  Environmental  Claims asserted  or threatened against
     Borrower, against  any  other  party occupying  any Individual  Property
     or  any  portion thereof  which  become known to Borrower or against such
     Individual Property, which could reasonably be expected  to impair
     materially the value of Lender's security interests  hereunder or have a
     Material Adverse Effect;

         (iv)  the  discovery by  Borrower of  any occurrence  or condition on
     any Individual Property or on any real property adjoining  or in  the
     vicinity  of such  Individual Property which   could  reasonably   be
     expected   to  lead   to  an Environmental Claim against  Borrower or
     Lender which  such Environmental Claim is reasonably  likely to have a
     Material Adverse Effect; and

          (v)  the  commencement or  completion  of any  Remedial Work.

     (G)  Copies of  Notices.  Borrower shall  transmit to Lender copies  of
any  citations,  orders,  notices  or  other  written communications received
from any  Person and any notices, reports or  other written  communications
submitted  to any  Governmental Authority  with  respect  to  the matters
described  in  Section 5.1(F).

     (H)  Environmental  Claims.   Lender  and/or, to  the extent authorized
by  Lender, Deed  of  Trust  Trustee, Trustee  and/or Servicer, may  join and
participate in,  as a party  if Lender so determines,  any legal  or
administrative  proceeding or  action concerning a Individual Property or any
portion thereof under any Environmental  Law,  if,  in Lender's  reasonable
judgment,  the interests of Lender,  Deed of Trust Trustee,  Trustee or
Servicer will not be adequately protected by Borrower.  Borrower agrees to bear
and shall pay or  reimburse Lender, Deed  of Trust Trustee, Trustee  and/or
Servicer,  on  demand for  all  reasonable  sums advanced and  expenses
(including reasonable attorneys'  fees and disbursements,  but  excluding
internal  overhead, administrative and similar costs of  Lender, Deed of Trust
Trustee,  Trustee and Servicer)  incurred by  Lender,  Deed of  Trust Trustee,
Trustee and/or  Servicer,   in  connection   with  any  such   action  or
proceeding.
<PAGE>   77
                                                                        73




     (I)  Environmental  Indemnification.    Borrower  agrees  to indemnify,
reimburse,  defend, and hold harmless  Lender, Deed of Trust Trustee, Trustee
and Servicer for,  from, and against  all demands,  claims,  actions  or
causes  of  action,  assessments, losses,  damages,  liabilities,  costs  and
expenses, including, without limitation, interest,  penalties, consequential
damages, reasonable  attorneys'  fees,  disbursements  and  expenses,  and
reasonable consultants'  fees,  disbursements and  expenses  (but excluding
internal overhead, administrative  and similar costs of Lender, Deed  of Trust
Trustee, Trustee and  Servicer), asserted against, resulting to, imposed on, or
incurred by Lender, Deed of Trust Trustee,  Trustee and Servicer, directly  or
indirectly, in connection with any of  the following, except to the  extent
same are directly and  solely caused  by (x) Lender's,  Deed of  Trust
Trustee's, Trustee's  or Servicer's gross  negligence or  willful misconduct or
(y) actions taken or omitted to be taken by Lender, Deed of Trust Trustee,
Trustee or Servicer after any  such party acquires  title  to  the  affected
Individual  Property  through foreclosure, deed in lieu  of foreclosure or
otherwise (it  being Borrower's burden to prove such causation):

            (i)  events,  circumstances, or conditions which  are alleged to,
     or  do, form  the  basis for  an  Environmental Claim;

           (ii)  any  Environmental Claim against  any Person whose liability 
     for such Environmental Claim Borrower  has or may have  assumed or 
     retained either contractually or by operation of law; or

          (iii)  the breach of any representation, warranty or covenant  set
     forth  in Section  4.1(P) and  Sections 5.1(D) through 5.1(I), inclusive.

     The indemnity provided in this  Section 5.1(I) shall not  be included in
any exculpation of Borrower  from personal liability provided in this Agreement
or in any of the other Loan Documents.  Nothing  in this Section 5.1(I) shall
be deemed to deprive Lender of  any rights  or  remedies provided  to  it
elsewhere  in  this Agreement  or the other Loan Documents  or otherwise
available to it under law.

     (J)  Access to Individual Properties.  Borrower shall permit agents,
representatives  and employees of Lender  to inspect each Individual Property
or any part thereof at such reasonable  times as  may be  requested by  Lender
upon reasonable  advance notice, subject, however,  to the  rights of  the
tenants,  occupants and guests of the Individual Property.
<PAGE>   78
                                                                        74




     (K)  Notice  of Default.    Borrower shall  promptly  advise Lender of
any material  adverse change in  Borrower's condition, financial  or otherwise,
or of  the occurrence  of any  Event of Default, or of the occurrence of any
Default.

     (L)  Cooperate in Legal Proceedings.  Except with respect to any claim  by
Borrower  against Lender, Borrower  shall cooperate fully with  Lender  with
respect  to any  proceedings before  any Governmental  Authority which may in
any way affect the rights of Lender  hereunder or any rights  obtained by
Lender  under any of the  Loan Documents  and, in  connection therewith,  not
prohibit Lender,  at   its  election,  from  participating   in  any  such
proceedings.

     (M)  Perform   Loan  Documents.    Borrower  shall  observe, perform  and
satisfy  all  the terms,  provisions, covenants  and conditions required to be
observed, performed or satisfied by it, and shall pay when due all  costs, fees
and expenses required  to be paid by it, under the Loan Documents executed and
delivered by Borrower.

     (N)  Insurance  Benefits.    Borrower shall  cooperate  with Lender  in
obtaining  for Lender  the  benefits of  any Insurance Proceeds lawfully  or
equitably  payable to Lender  in connection with each Individual Property, and
Lender shall be reimbursed for any   expenses  reasonably   incurred  in
connection  therewith (including attorneys'  fees and disbursements and  the
payment by Borrower  of the expense of  an appraisal on  behalf of Lender in
case  of  a fire  or  other  casualty affecting  such  Individual Property or
any part  thereof, but excluding  internal overhead, administrative and similar
costs of Lender) out of such Insurance Proceeds, all as more specifically
provided in the Mortgages.

     (O)  Further Assurances.  Borrower shall, at Borrower's sole cost and
expense:

          (i)  upon Lender's request therefor given in connection with the
     Securitization  or from time to  time, but provided that no Event of
     Default has occurred and is continuing, not more  often than  once in  any
     12-month  period pay  for (a) reports of  UCC, tax lien, judgment  and
     litigation searches with respect to Borrower  and (b) searches of title
     to each Individual  Property, each  such search  to be  conducted by
     search firms designated by Lender  in each of the  locations designated by
     Lender;

         (ii)  to the extent then  available to Borrower at no or nominal
     expense,  furnish   to  Lender   all  instruments, documents, boundary
     surveys,  footing or foundation surveys, certificates, plans and
     specifications, appraisals, title
<PAGE>   79
                                                                        75




     and  other insurance  reports and  agreements, and  each and every other
     document,  certificate, agreement and instrument required to be furnished
     pursuant to the terms of  the Loan Documents;

          (iii)   execute and  deliver to Lender  such documents, instruments,
     certificates, assignments  and other  writings, and  do such  other  acts
     necessary,  to evidence,  preserve and/or  protect  the  Collateral  at
     any  time  securing  or intended  to  secure  the  Note, as  Lender  may
     reasonably require; and

         (iv)  do  and execute  all and  such further  lawful and reasonable
     acts, conveyances and  assurances for the better and  more effective
     carrying out of the intents and purposes of this Agreement  and the other
     Loan Documents, as  Lender shall reasonably require from time to time.

     (P)  Management  of  Mortgaged   Property.    Each  of   the Individual
Properties will be  managed at all times by  a Manager pursuant  to a
Management Agreement  until terminated  as herein provided.  Pursuant to each
Manager's Subordination, each Manager has  agreed   that  its  Management
Agreement   is  subject  and subordinate  in all respects to the Lien of the
Related Mortgage.  Each Management  Agreement may  be terminated  by Lender
upon  30 days' prior written  notice to Borrower and  the relevant Manager (i)
upon  the occurrence of an  Event of Default, or  (ii) if the Debt Service
Coverage  Ratio for the  Individual Properties as  a whole shall fall below
1.15, and, upon such termination,  Lender may appoint a replacement manager or
managers.  Borrower may from time to time appoint one or more successor
managers to manage the Individual Properties  or any  of the Individual
Properties with Lender's  prior  written  consent,  which consent  shall  not
be unreasonably withheld or delayed.  Notwithstanding the foregoing, any
successor  property manager  selected hereunder by  Lender or Borrower  to
serve as a  Manager shall (i)  manage the Individual Properties subject  to
such  guidelines  as may  be necessary  to maintain the status of  AA as a
qualified real  estate investment trust,  (ii) be  a reputable  management
company  having (or  its primary personnel having) at least seven years'
experience in the management  of multi-family  residential facilities,  (iii)
enter into a Management Agreement  and Manager's Subordination and (iv) if
after the Securitization Closing Date, (x) have qualifications such  that  the
then   current  ratings  of  no  class   of  the Certificates  would  be
downgraded  or  withdrawn  by the  Rating Agencies  upon   such  an
appointment  and   (y)  be  reasonably acceptable to  Servicer.   Borrower
further covenants  and agrees that  each Manager  (including  any  successor
property  manager serving  as Manager) shall  at all times  during the  term of
the Loan maintain worker's compensation insurance as
<PAGE>   80
                                                                        76




required by Governmental Authorities.  Notwithstanding  anything contained
herein to the  contrary, without Lender's prior written consent,  which consent
shall  not be  unreasonably withheld  or delayed,  Borrower shall not agree to
a renewal of any Management Agreement with  a Manager otherwise acceptable
hereunder if such renewal period would extend beyond the Optional Prepayment
Date.

          (Q)  Financial Reporting.

          (i)  Borrower shall keep and maintain or shall cause to be kept and
     maintained on a Fiscal Year basis, in accordance with  GAAP  (or  such
     other   accounting  basis  reasonably acceptable to Lender)  consistently
     applied, books,  records and  accounts reflecting  in  reasonable detail
     all of  the financial  affairs of Borrower  and all items  of income and
     expense in connection with  the operation of each Individual Property and
     in connection with any  services, equipment or furnishings provided  in
     connection  with  the operation  of each Individual Property.  Lender
     shall have the right  from time  to time at all times during normal
     business hours upon reasonable prior written notice  to Borrower to
     examine such books, records and  accounts at  the office  of Borrower  or
     other Person  maintaining such books,  records and  accounts and  to make
     such copies or extracts thereof as Lender shall desire.   After the
     occurrence  of an Event  of Default with respect  to  Borrower or  any
     Individual  Property, Borrower shall  pay any  costs  and expenses
     reasonably incurred  by Lender to examine Borrower's accounting records
     with respect to  such Individual  Property,  as  Lender shall  reasonably
     determine to  be necessary or appropriate  in the protection of Lender's
     interest.

         (ii)  Borrower shall  furnish to Lender annually, within 90  days
     following the end  of each Fiscal  Year, a complete copy  of  Borrower's
     operating  and  financial  statements audited  by  Ernst  &  Young (or
     another  certified  public accounting firm  reasonably acceptable to
     Lender, any  "Big Six" accounting  firm being deemed acceptable  to
     Lender) in accordance   with  GAAP  (or  such  other  accounting  basis
     reasonably  acceptable  to   Lender)  consistently   applied covering
     Borrower's  financial   position  and  results  of operations, including
     consolidated and consolidating balance sheets for  each Individual
     Property, for such  Fiscal Year and  containing  a statement  of  revenues
     and expenses,  a statement  of   assets  and  liabilities,  a   statement
     of Borrower's  equity  and  an  exhibit  detailing  capitalized expenses
     for such Fiscal Year.

     Together  with  Borrower's   annual  financial   statements, Borrower
     shall furnish to Lender an Officer's Certificate
<PAGE>   81
                                                                        77

     certifying  as of  the  date  thereof  (x) that  the  annual financial
     statements present fairly in all material respects the  results  of
     operations   and  financial  condition  of Borrower all in  accordance
     with GAAP  consistently applied, and (y) whether there exists an Event of
     Default or Default, and if such Event  of Default or Default exists,  the
     nature thereof,  the period of time  it has existed  and the action then
     being taken to remedy same.

        (iii)   Borrower shall furnish to Lender,  within 45 days following
     the  end  of  each  Fiscal  Year  quarter,  true, complete and correct
     operating and financial statements with respect to Borrower  for that
     quarter (in the  case of  the operating  statements,  prepared  on  an
     accrual basis  and including  a  schedule  showing  actual  cash  receipts
     and expenditures),  together  with an  Officer's  Certificate in
     substantially the form attached hereto as Exhibit T.

         (iv)   Borrower shall furnish to Lender,  within 15 days following
     the end  of  each month,  (x) property  operating statements  (prepared on
     an accrual  basis and  including a schedule showing actual cash  receipts
     and expenditures) for each  Individual Property,  (y) certified  updated
     occupancy reports  and rent  rolls in  forms reasonably  acceptable to
     Lender  and  (z) an  Officer's  Certificate certifying  such property
     operating  statements   and  that  there  are   no outstanding trade
     payables that  have been outstanding  more than 60 days (except for bona
     fide items involved in  a good faith dispute).

          (v)   Borrower  shall  furnish to  Lender,  within  15 Business Days
     after  request, such further  information with respect  to the operation
     of any Individual Property and the financial affairs of Borrower as may be
     reasonably requested by  Lender,  including  all  business  plans
     prepared  for Borrower.

         (vi)   Borrower shall furnish to Lender, within 15 Business Days  
     after request, such further information regarding any Plan or 
     Multiemployer Plan  and any reports or other information required to be
     filed under ERISA as may be reasonably requested by Lender.

        (vii)   If  the  Loan is  not  repaid on  the  Optional Prepayment
     Date, for the period  from April 1, 2007  through December  31,  2007 and
     for  each  Fiscal Year  thereafter, Borrower  shall  submit  to  Lender
     for  Lender's  written approval an annual  budget (an "Annual Budget")
     for each of the Individual Properties not  later than (x) April  1, 2007
     with respect to the first such Annual Budget and (y) 30 days

<PAGE>   82
                                                                        78




     prior to the commencement of each Fiscal Year thereafter, in form and
     substance satisfactory to Lender  setting forth in reasonable detail
     budgeted  monthly amounts  for  Operating Income,  Operating Expenses,
     Capital Costs and  Excess Cash Flow  for such  Individual Properties.
     Each  Annual Budget shall contain, among other things, limitations on
     management fees,  third  party  service  fees, and  other  expenses  as
     Borrower may reasonably determine.  If Lender objects to the proposed
     Annual  Budget submitted by  Borrower, Lender shall advise Borrower  of
     such objections within  15 Business Days after receipt thereof (and
     deliver to Borrower a reasonably detailed description of  such objection)
     and Borrower  shall promptly revise such Annual Budget and  resubmit the
     same to Lender.   Lender shall advise Borrower  of any objections to such
     revised  Annual Budget  within ten Business  Days after receipt  thereof
     (and  deliver  to  Borrower  a  reasonably detailed description  of such
     objection) and  Borrower shall promptly  revise the  same  in accordance
     with the  process described in  this sentence until Lender  approves an
     Annual Budget.   Each  such  Annual Budget  approved  by Lender  in
     accordance with the terms hereof shall be referred to herein as an
     "Approved Annual Budget".  Until such time that Lender approves a proposed
     Annual  Budget, the most recent Approved Annual Budget,  if any, shall
     apply  or, in the  case of the period beginning  on April  1, 2007,
     Operating  Expenses and Capital Costs shall not exceed the amounts
     actually spent in the same month of the prior Fiscal  Year, provided,
     however, that  such  Approved  Annual  Budget shall  be  adjusted  to
     reflect actual increases in Basic Carrying Costs.

          (viii)  After the Securitization Closing Date, Borrower shall also
     furnish  to the  Rating Agencies a  copy of  each report, statement and
     other information provided to  Lender under this Section 5.1(Q).

          (R)   Conduct of  Business.   Borrower shall  cause the operation of
each Individual  Property  to be  conducted at  all times in a manner
consistent with at least the level of operation of such  Individual Property
as of  the date  hereof, including, without limitation, the following:

          (i)  to maintain or cause to be maintained the standard of
     operations at each Individual Property at all times at a level  necessary
     to  insure  a level  of  quality  for  the Individual Properties
     consistent with similar  properties in the same competitive market;

          (ii)    to  operate  or   cause  to  be  operated  each Individual
     Property in a prudent manner in compliance in all material  respects with
     applicable  Legal Requirements  and Insurance
<PAGE>   83
                                                                        79




     Requirements relating thereto  and  cause  all  licenses, Permits and
     any other agreements necessary for the continued use and operation  of
     each Individual Property  to remain in effect; and

          (iii)  to maintain or cause to be maintained sufficient Inventory
     and Equipment  of  types and  quantities at  each Individual Property to
     enable Borrower or Manager to operate such Individual Property.

     (S)  ERISA.   Borrower  shall deliver  to Lender as  soon as possible, and
in any  event within ten days after  Borrower knows or  has reason  to believe
that  any of the  events or conditions specified below  with respect to  any
Plan or  Multiemployer Plan has  occurred or exists, a statement signed by a
senior financial officer of  Borrower setting forth details  respecting such
event or condition  and the action, if any,  that Borrower or its ERISA
Affiliate  proposes to take with  respect thereto (and  a copy of any  report
or notice required to be  filed with or given to PBGC by Borrower or  an ERISA
Affiliate with respect to  such event or condition):

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

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

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

         (iv)   the  complete   or  partial  withdrawal  from  a Multiemployer
     Plan by Borrower or any ERISA Affiliate that
<PAGE>   84
                                                                        80





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

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

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

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

                                   ARTICLE VI

                               NEGATIVE COVENANTS

     Section  6.1.    Borrower Negative  Covenants.  Borrower covenants and   
agrees that, until payment in full of the Indebtedness (or, with respect to 
any particular Individual Property, the earlier release of the Related 
Mortgage),  it will not  do or permit, directly  or indirectly, any of the 
following unless Lender consents thereto in writing:

     (A)  Liens  on  the  Mortgaged  Property.    Incur,  create, assume,
become or  be liable  in any manner  with respect to,  or permit  to  exist,
any  Lien  with  respect  to  any  Individual Property,  except:  (i)  Liens in
favor of  Lender and  (ii) the Permitted Encumbrances.

     (B)  Transfer; Pledge.  Except  as expressly permitted by or pursuant to
this  Agreement or the Mortgages, allow  any Transfer to occur, terminate  the
Management Agreements,  or enter into  a management  contract with  respect  to
any  Individual  Property.  Interests in Borrower may be  transferred or
pledged, subject  to the  provisions of  Section 6.1(N) relating  to the
admission of partners,  provided, however,  that  AA (or  a  third party  that
acquires all  of the capital stock of AA  or all of the assets of AA)  shall
continue  to  own,  directly or  indirectly,  35%  of Borrower and to control
Borrower, and provided, further,
<PAGE>   85
                                                                        81




however, that  any transfer of a general  partnership interest or 50% or  more
of the  limited partnership interests  shall require (i) delivery of an opinion
by Borrower's counsel satisfactory to Lender and its counsel that such transfer
will not affect the tax status of the REMIC Trust, and (ii) if such transfer
occurs after the  Securitization Closing  Date, confirmation  in  writing from
each  Rating Agency  that  such Transfer  will  not result  in  a downgrade,
qualification  or  withdrawal  of  the  then  current ratings assigned to any
class of the Certificates.

     (C)  Other Borrowings.  Incur, create, assume, become or be liable in
any manner  with respect  to Other  Borrowings, except that Borrower  may incur
customary and  reasonable trade payables in the ordinary course  of business in
an aggregate amount not to exceed $500,000 at  any given  time, none to  be
outstanding  for more than 60 days from the date incurred.

     (D)  Dissolution.    Dissolve,  terminate, liquidate,  merge with or
consolidate into another Person.

     (E)  Change  In  Business.   Cease  to  be a  Single-Purpose Entity, or
make any material change in the scope or nature of its business  objectives,
purposes  or  operations, or  undertake  or participate  in  activities other
than  the  continuance of  its present business.

     (F)  Debt  Cancellation.    Cancel or  otherwise  forgive or release  any
material  claim  or debt  owed  to Borrower  by  any Person,  except for
adequate  consideration or  in the  ordinary course of Borrower's business.

     (G)  Affiliate Transactions.  Enter into, or be a  party to, any
transaction with an Affiliate of Borrower, except (x) for the Management
Agreements and  (y) in the ordinary course of business and on  terms which  are
no  less favorable to  Borrower or  such Affiliate  than would be  obtained in
a comparable  arm's length transaction  with an unrelated third party, and, if
the amount to be paid to the Affiliate pursuant to the transaction or series of
related  transactions  is   greater  than  $250,000,   are  fully disclosed to
Lender in advance.

     (H)  Creation   of  Easements.     Create,  or   permit  any Individual
Property or any part thereof to become subject to, any easement, license or
restrictive covenant, other than a Permitted Encumbrance.   Lender agrees that
it will join in and subordinate the  Liens   of  the  Mortgages  to  any
easement,  license  or restrictive covenant (i) which  arises after the date
hereof  and (ii)  that Lender,  in Lender's  reasonable discretion,  deems to
constitute a Permitted Encumbrance.
<PAGE>   86
                                                                        82




     (I)  Misapplication of  Funds.  Distribute  any Rents, Money or Proceeds
received from Accounts in violation of the provisions of  Section 2.12, fail to
deliver any security deposit to Manager for  deposit into the Security Deposit
Accounts, fail to deposit in  the Property Collection Accounts any Rents, Money
or Proceeds received  by Borrower or Manager  from any source  other than the
Cash Collateral Account or misappropriate any security deposit or portion
thereof.

     (J)  Certain Restrictions.   Enter into any agreement  which expressly
restricts  the  ability  of  Borrower  to  enter  into amendments,
modifications   or  waivers  of  any   of  the  Loan Documents.

     (K)  Assignment of Licenses and Permits.  Assign or transfer any of its
interest  in any Permits pertaining to  any Individual Property, or  assign,
transfer or  remove  or permit  any  other Person to assign,  transfer or
remove  any records pertaining  to any Individual Property (except for removal
of records (i) in the ordinary  course of business or  (ii) pursuant to  court
order or Legal Requirements) without Lender's prior written consent, which
consent may be granted or refused in Lender's sole discretion.

     (L)  Place of  Business.  Change its chief  executive office or its
principal place of business without giving Lender at least 30  days' prior
written  notice thereof  and promptly  providing Lender  such  information as
Lender  may  reasonably request  in connection therewith.

     (M)  Leases.  Enter into,  amend or cancel Leases, except as permitted by
or pursuant to the Mortgages.

     (N)  Admission  of Partners.   Admit any Person as a partner of Borrower,
unless (i) if  such Person is admitted as  a general partner of Borrower (w)
such  Person is a Single-Purpose  Entity, (x) such Person confirms to Lender in
writing the representations and covenants contained in Section 4.1(S) with
respect to itself, (y)  prior to  such Person's  admission as  a general
partner, a non-consolidation opinion in form and substance acceptable to the
Rating  Agencies is delivered to Lender  and the Rating Agencies, and (z) if
such admission occurs after the Securitization Closing Date,  each Rating
Agency confirms  in writing that such Person's admission  as a general partner
will not result  in a downgrade, qualification or withdrawal of  the then
current ratings assigned to any  class of Certificates and (ii) if such Person
is admitted as  a limited partner of Borrower owning  in the aggregate 49% or
more  of the partnership interests in Borrower, (x) prior to such Person's
admission  as  a limited  partner,  a  non-consolidation opinion  in form and
substance acceptable  to the Rating Agencies is  delivered to Lender and  the
Rating Agencies  and (y) if such admission
<PAGE>   87
                                                                        83


occurs after the Securitization  Closing Date, each Rating Agency confirms  in
writing  that such  Person's admission as  a general partner  will  not  result
in  a  downgrade,  qualification  or withdrawal of the then  current ratings
assigned to any  class of Certificates.


                                  ARTICLE VII

                                    DEFAULTS

     Section 7.1.  Event  of Default.   The occurrence of one  or more  of  the
following  events shall  be  an "Event  of Default" hereunder:

          (i)  if  on  any Payment  Date  the funds  in  the Debt Service
     Payment Sub-Account  are  insufficient  to pay  the Required Debt Service
     Payment due on such Payment Date;

         (ii)  if   Borrower  fails   to   pay  the   outstanding Indebtedness
     on the Maturity Date;

        (iii)  if on  the date any  payment of  a Basic  Carrying Cost would
     become due, the funds in the Basic Carrying Costs Sub-Account together
     with any funds in  the Cash Collateral Account   not   allocated   to
     another   Sub-Account   are insufficient to make such payment;

         (iv)  the occurrence of the  event identified in Section 2.12(f) or
     2.12(i) as constituting an "Event of Default";

          (v)  if Borrower fails to  pay any other amount payable pursuant to
     this  Agreement or any other Loan  Document when due and payable  in
     accordance with the provisions hereof or thereof,  as the case may be, and
     such failure continues for 15  days after  Lender  delivers written
     notice thereof  to Borrower;

         (vi)  if any representation  or warranty made  herein or in any other
     Loan  Document, or in any  report, certificate, financial  statement  or
     other  Instrument,  agreement  or document  furnished  by  Borrower  in
     connection with  this Agreement, the Note  or any other Loan Document
     executed and delivered  by  Borrower,  shall  be false  in  any  material
     respect as of the date  such representation or warranty  was made;

        (vii)  if  Borrower or  AXI makes  an assignment  for the benefit of
     creditors;
<PAGE>   88
                                                                        84




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

         (ix)  if   (x)  Borrower   attempts   to  delegate   its obligations
     or  assign its rights under  this Agreement, any of  the other  Loan
     Documents  or  any interest  herein  or therein, (y)  if AA (or a  third
     party that acquires  all of the capital stock of AA  or all of the assets
     of  AA) ceases to  own,  directly or  indirectly,  35% of  Borrower  and
     to control  Borrower or (z) if any  provision of Section 6.1(B) or Section
     6.1(C) is violated;

          (x)  if  any provision  of  (i) Borrower's  partnership agreement or
     (ii) the  certificate of incorporation  or the by-laws of AXI, affecting
     the purpose for which such  entity is  formed is  amended or  modified in
     any  material respect which  may  adversely  affect  Lender  or  Servicer,
     or  if Borrower or AXI  or any of  their partners or  stockholders,
     respectively, fails to perform  or enforce the provisions of such
     organizational  documents  or  attempts   to  dissolve Borrower or AXI,
     or if Borrower or AXI  breaches any of its representations,  warranties
     or   covenants  set  forth  in Section 4.1(S) or 6.1(E);

         (xi)  if an  Event of Default as defined or described in the Note, the
     Mortgages or any other  Loan Document occurs, whether  as to Borrower or
     any Individual Property or all or any portion of the Mortgaged Property;

        (xii)  if Borrower shall continue  to be in Default under any  of the
     other terms,  covenants or  conditions of  this Agreement,  the  Note,
     the  Mortgages  or  the  other  Loan Documents, for ten days after notice
     to Borrower from Lender or its successors or
<PAGE>   89
                                                                        85




     assigns, in the case  of any Default  which can be cured  by the payment
     of a sum of money (other than Events of Default pursuant  to clauses (i),
     (ii),  (iii) and (iv)  above as to which no grace period  is applicable),
     or for 30  days after notice from Lender or its successors or assigns, in
     the case of any other Default (unless otherwise provided herein or in such
     other  Loan Document); provided, however,  that if such non-monetary
     Default  is  susceptible of  cure  but  cannot reasonably be cured within
     such  30 day period and  provided further  that Borrower  shall  have
     commenced  to cure  such Default within such 30  day period and thereafter
     diligently and expeditiously  proceeds to  cure the  same, such  30 day
     period  shall  be extended  for such  time as  is reasonably necessary
     for Borrower in the exercise  of due diligence to cure  such Default, but
     in no event shall such period exceed 120 days after the original notice
     from Lender;

       (xiii)  if an event  or condition specified in  Section 5.1(S)  shall
     occur  or exist  with respect  to any  Plan or Multiemployer  Plan and,
     as  a  result  of  such  event  or condition,  together   with   all
     other   such  events   or conditions, Borrower  or any ERISA Affiliate
     shall incur or in the opinion of Lender shall be reasonably likely to
     incur a liability  to a Plan, a Multiemployer Plan or PBGC (or any
     combination of the foregoing) which would constitute, in the determination
     of Lender, a Material Adverse Effect; or

        (xiv)  if the representation made in connection with  the
     Securitization  that  the  Principal Indebtedness  does  not exceed  125%
     of the Tax  Fair Market Value  of the Mortgaged Property  shall be  false
     as  of the  Securitization Closing Date,  unless  (x)  REMIC  status  of
     any  REMIC formed  in connection with the Securitization is maintained or
     regained due  to  corrective actions  taken  by  Borrower within  any
     applicable cure period under the  Code or otherwise, and (y) Borrower
     furnishes Lender with an opinion of outside counsel reasonably  acceptable
     to  Lender  stating that  each  REMIC Trust is a valid REMIC for federal
     income tax purposes;

then, upon the occurrence of any such Event of Default and at any time
thereafter,  Lender or its  successors or  assigns, may,  in addition to any
other rights or remedies available to it pursuant to this Agreement,  the Note,
the Mortgages and  the other  Loan Documents,  or at  law or  in equity,  take
such  action, without notice or demand, as  Lender or its successors or
assigns, deems advisable to protect and enforce its rights against Borrower
and in  and  to  all  or  any  portion  of  the  Mortgaged  Property,
including, without limitation, declaring the  entire Indebtedness to be
immediately due and payable and may enforce or avail itself of any  or all
rights or remedies  provided in the Loan Documents against  Borrower  and/or
the  Mortgaged   Property,  including, without limitation, all rights or
remedies available at law or in equity.
<PAGE>   90
                                                                        86




     Section 7.2.   Remedies.   (a)   Upon the  occurrence of  an Event of
Default, all or any  one or more of  the rights, powers and  other remedies
available to  Lender against  Borrower under this Agreement, the Note, the
Mortgages or any  of the other Loan Documents executed  by or with respect to
Borrower, or at law or in equity may be exercised by Lender at any time and
from time to time, whether or not all or any portion of the Indebtedness shall
be declared due and payable, and whether or not Lender shall have commenced
any foreclosure  proceeding  or other  action for  the enforcement  of its
rights and  remedies under  any of  the Loan Documents with respect to  any
Individual Property or all  or any portion of the  Mortgaged Property.   Any
such  actions taken  by Lender  shall be  cumulative  and concurrent  and may
be pursued independently,  singly, successively,  together or  otherwise, at
such  time and in such order as  Lender may determine in its sole discretion,
to  the fullest  extent  permitted  by law,  without impairing or otherwise
affecting the other rights and remedies of Lender  permitted  by law,  equity
or  contract  or as  set forth herein or in the other Loan Documents.

     (b)   In the event  of the  foreclosure or  other action  by Lender to
enforce its remedies in connection with one or more  of the  Individual
Properties or all or any portion of the Mortgaged Property, whether such
foreclosure  sale (or other remedy) yields Net Proceeds  in an amount less
than, equal to or  more than the Allocated Loan  Amount of  such Individual
Property  or Mortgaged Property, Lender  shall apply all Net Proceeds  received
to repay the Indebtedness  in accordance with Section  2.8, Allocated Loan
Amounts shall  be adjusted (or  not adjusted) in  accordance with the
definition of "Allocated Loan Amount", the Indebtedness shall be reduced to the
extent of such Net Proceeds and  the remaining portion of the Indebtedness
shall remain outstanding and secured by  the  Mortgages   and  the  other  Loan
Documents,  it  being understood and agreed by Borrower  that, subject to
Section 8.14, Borrower  is liable for the repayment of all the Indebtedness and
that  any   "excess"  foreclosure   proceeds  are  part   of  the
cross-collateralized  and  cross-defaulted  security  granted  to Lender
pursuant to  the Mortgages;  provided, however,  that the Note  shall be deemed
to have been accelerated only to the extent of the Net Proceeds  actually
received by Lender with  respect to any  Individual   Property  and  applied
in   reduction  of  the Indebtedness  evidenced  by  the  Note  in  accordance
with  the provisions  of  the  Note,  after  payment  by  Borrower  of  all
transaction costs and expenses and costs of enforcement.

     Section 7.3.  Remedies  Cumulative.  The rights, powers  and remedies of
Lender  under this Agreement shall  be cumulative and not  exclusive of any
other  right, power or  remedy which Lender may have against Borrower pursuant
to this Agreement or the other Loan Documents executed by or with respect to
Borrower,
<PAGE>   91
                                                                        87


or existing at  law or in equity or  otherwise.  Lender's rights, powers  and
remedies  may  be pursued  singly,  concurrently  or otherwise, at such time
and in such order as Lender may determine in  Lender's sole discretion.   No
delay or  omission to exercise any  remedy, right  or power  accruing upon  an
Event  of Default shall  impair any  such  remedy,  right  or  power  or  shall
be construed  as a  waiver thereof,  but any  such remedy,  right or power may
be  exercised from time to time and as  often as may be deemed expedient.   A
waiver of  any Default or Event  of Default shall not be construed  to be a
waiver of any  subsequent Default or  Event of  Default  or to  impair any
remedy, right  or power consequent thereon.  Notwithstanding  any other
provision of this Agreement,  Lender  reserves  the  right  to  seek  a
deficiency judgment  or preserve a deficiency claim,  in connection with the
foreclosure of  a  Mortgage on  an  Individual Property,  to  the extent
necessary  to foreclose  on other  parts of the  Mortgaged Property.

                                  ARTICLE VIII

                                 MISCELLANEOUS

     Section  8.1.  Survival.  This  Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates   delivered
pursuant   hereto  shall   survive  the execution and delivery of this
Agreement, the making by Lender of the Loan and the execution and delivery by
Borrower to Lender of the Note, and shall continue in full force and effect  as
long as any  portion  of  the  Indebtedness is  outstanding  and  unpaid;
provided,  however, that  upon  a prepayment  with  respect to  a particular
Individual Property as described in Section 2.7(a) and upon satisfaction  of
the other  conditions set forth  in Section 2.11,  Borrower shall  be released
of  all liability  under this Agreement (other than any liability with respect
to environmental matters arising under Section 4.1(P) or 5.1(D)  -  (I),
inclusive,  hereof),  the  Related Mortgage,  the applicable  Assignment of
Lease,  and the  other Loan  Documents insofar as  they concern such
Individual Property.   Whenever in this Agreement any  of the  parties hereto
is  referred to,  such reference shall be deemed  to include the successors
and assigns of  such party.  All  covenants, promises and  agreements in this
Agreement  contained, by or on behalf of Borrower, shall inure to the  benefit
of the respective  successors and assigns of Lender.  Nothing  in this
Agreement or in any other Loan Document, express or implied, shall  give to any
Person other  than the parties and the  holder(s)  of the  Note, the  Mortgages
and the  other Loan Documents,  and  their   legal  representatives,
successors  and assigns, any benefit or  any legal or equitable right,  remedy
or claim hereunder.
<PAGE>   92
                                                                        88




     Section  8.2.   Lender's Discretion.   Whenever  pursuant to this
Agreement, Lender exercises any right given to it to approve or disapprove, or
any  arrangement or term is to  be satisfactory to Lender, the decision of
Lender to approve  or disapprove or to decide  whether arrangements  or  terms
are  satisfactory or  not satisfactory  shall (except as  is otherwise
specifically herein provided) be in  the sole discretion of Lender and shall be
final and conclusive.

     Section  8.3.   Governing  Law.   (a)   This  Agreement  was negotiated
in New  York,  and made  by  Lender and  accepted  by Borrower  in the State of
New York,  and the proceeds of the Note were disbursed from New York, which
State the parties agree has a substantial  relationship to  the parties  and to
the underlying transaction  embodied hereby,  and  in all  respects,
including, without  limitation,   matters  of  construction,   validity  and
performance, this Agreement and the obligations arising hereunder shall  be
governed by, and construed in accordance with, the laws of  the  State  of New
York  applicable  to  contracts made  and performed  in such  State and  any
applicable  law of  the United States  of  America.   To the  fullest  extent
permitted  by law, Borrower hereby unconditionally and irrevocably waives any
claim to assert that  the law  of any other  jurisdiction governs  this
Agreement and the Note,  and this Agreement and the Note shall be governed  by
and  construed in  accordance with  the laws  of the State  of New York
pursuant to Section   5-1401 of  the New York General Obligations Law.

     (b)   Any legal suit, action or proceeding against Lender or Borrower
arising out of or  relating to this  Agreement shall be instituted in any
federal  or state court in New York,  New York, pursuant to Section   5-1402 of
the New York  General Obligations Law, or  in any  federal or state  court in
the jurisdiction  in which any Individual Property is located, and Borrower
waives any objection which it  may now  or hereafter have  to the laying  of
venue of any such suit, action or proceeding, and Borrower hereby irrevocably
submits to the jurisdiction of any such court in any suit, action or
proceeding.  Borrower does  hereby designate and appoint  Steven Gliatta,
Esq.,  Kaye, Scholer,  Fierman, Hays  & Handler, 425  Park Avenue,  New York,
New York    10022, as  its authorized  agent to accept and acknowledge on its
behalf service of  any and  all process which  may be  served in  any such
suit, action  or proceeding  in any  such federal  or state  court, and agrees
that service of process  upon said agent  at said address (or at  such other
office as  may be designated  by Borrower from time to time in accordance with
the terms hereof) with a copy to Borrower at c/o Ambassador  XI, Inc., 77 West
Wacker  Drive, 40th Floor,  Chicago,  Illinois   60601,  Attention:
President,  and written notice of said service of Borrower mailed or delivered
to Borrower in the manner provided in Section 8.6
<PAGE>   93
                                                                        89




shall  be deemed  in every respect  effective service  of process upon
Borrower, in any such suit, action or proceeding.  Borrower (i) shall give
prompt  notice to Lender of any changed address of its authorized agent
hereunder, (ii)  may at any  time and  from time  to  time designate  a
substitute  authorized agent  (whose office  shall  be  designated  as  the
address  for  service  of process), and (iii) shall promptly designate such a
substitute if its authorized agent is dissolved without leaving a successor.

     Section  8.4.     Modification,  Waiver  in   Writing.    No modification,
amendment,  extension,  discharge, termination  or waiver of any provision of
this Agreement, the Note or any  other Loan Document, or consent to any
departure by Borrower therefrom, shall in  any event be  effective unless the
same shall be  in a writing signed by  the party against whom enforcement  is
sought, and  then such waiver  or consent shall be  effective only in the
specific  instance, and for the purpose, for which given.  Except as otherwise
expressly provided herein, no notice to or demand on Borrower  shall entitle
Borrower to any other or future notice or demand in the same, similar or other
circumstances.

     Section  8.5.  Delay Not a  Waiver.  Neither any failure nor any  delay on
the  part  of  Lender  in  insisting  upon  strict performance  of any  term,
condition,  covenant or  agreement, or exercising any  right, power,  remedy or
privilege  hereunder, or under  the Note,  or of  any other  Loan Document,  or
any  other instrument  given  as  security  therefor, shall  operate  as  or
constitute  a waiver  thereof,  nor  shall  a single  or  partial exercise
thereof  preclude any  other  future  exercise, or  the exercise  of any  other
right,  power, remedy  or privilege.   In particular, and not  by way of
limitation, by accepting  payment after  the due date of  any amount payable
under this Agreement, the  Note or any other Loan  Document, Lender shall not
be deemed to  have waived any right  either to require  prompt payment when due
of  all other amounts due  under this Agreement,  the Note or the other Loan
Documents,  or to declare a default for failure to effect prompt payment of any
such other amount.

     Section 8.6.  Notices.  All notices, consents, approvals and requests
required or permitted hereunder or  under any other Loan Document shall be
given in writing and shall be effective for all purposes if hand delivered or
sent by (a) certified United States mail, postage prepaid, or (b) expedited
prepaid delivery service, either commercial or United States  Postal Service,
with proof of attempted  delivery, addressed if  to Lender  at its  address set
forth on  the first page hereof, Attention:  Sheryl McAfee, if to Servicer at
AMRESCO Management,  Inc., 235 Peachtree, N.E., Suite 900, Atlanta, Georgia
30303,  Attention:  John Benson, and  if to Borrower c/o Ambassador XI, Inc. at
Borrower's address set forth on the first
<PAGE>   94
                                                                        90




page  hereof, Attention:  President, or at such other address and Person as
shall be  designated from  time to time  by any  party hereto, as  the case may
be, in  a written notice  to the  other parties hereto in the manner provided
for in this Section 8.6.  A copy of all notices, consents, approvals and
requests directed to Lender shall be delivered  to Milbank, Tweed, Hadley &
McCloy, 1 Chase  Manhattan  Plaza, New  York,  New  York 10005,  Attention:
Barbara J. Briggs and copies  of all notices, consents, approvals and requests
directed to  Borrower (other than statements setting forth  the  monthly
amount  payable  under  the  Note)  shall be delivered to  Ballard Spahr
Andrews & Ingersoll, 300 East Lombard Street,   Suite  1900,  Baltimore,
Maryland  21202,  Attention: Douglas  M. Fox, and Kirkland  & Ellis, 200  East
Randolph Drive, Chicago,  Illinois 60601,  Attention:   Jeffrey  S. O'Connor.
A notice shall be deemed to have  been given:  in the case  of hand delivery,
at the time of delivery; in the case of certified mail, when delivered or the
first attempted delivery on a Business Day; or in the case  of expedited
prepaid delivery and  telecopy, upon the  first attempted  delivery  on  a
Business  Day.    A  party receiving  a notice  which  does not  comply  with
the  technical requirements for notice under this Section 8.6 may elect to
waive any deficiencies and  treat the  notice as  having been  properly given.

     SECTION  8.7.   TRIAL  BY JURY.    BORROWER, TO  THE FULLEST EXTENT THAT
IT MAY LAWFULLY DO  SO, WAIVES TRIAL BY  JURY IN ANY ACTION  OR PROCEEDING,
INCLUDING, WITHOUT  LIMITATION,  ANY TORT ACTION,  BROUGHT  BY EITHER  PARTY
HERETO WITH  RESPECT  TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS.
BORROWER AGREES THAT LENDER  MAY FILE A  COPY OF  THIS WAIVER WITH  ANY COURT
AS WRITTEN EVIDENCE  OF BORROWER'S KNOWING, VOLUNTARY  AND BARGAINED AGREEMENT
IRREVOCABLY TO WAIVE ITS  RIGHT TO TRIAL  BY JURY, AND THAT,  TO THE  FULLEST
EXTENT THAT  IT MAY  LAWFULLY DO  SO, ANY DISPUTE  OR CONTROVERSY  WHATSOEVER
BETWEEN  BORROWER  AND LENDER SHALL INSTEAD  BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

     Section 8.8.  Headings.  The Article and Section headings in this
Agreement  are included herein for  convenience of reference only  and shall
not constitute  a part of  this Agreement for any other purpose.

     Section  8.9.  Assignment.   Lender shall have  the right to sell,
transfer, assign or securitize this Agreement and/or any of the  other  Loan
Documents  and  the  obligations  hereunder  or thereunder to any  Person.  The
parties hereto acknowledge  that Lender expects to sell,  transfer and assign
this Agreement,  the Note,  the Mortgages and the  other Loan Documents  to
Trustee in connection  with a  Securitization.   All references  to "Lender"
hereunder shall be deemed to include the assigns of Lender and
<PAGE>   95
                                                                        91

the  parties  hereto acknowledge  that  actions  taken by  Lender hereunder may
be taken (x) by Servicer on Lender's behalf (to the extent provided in the
Interim  Servicing Agreement) or (y) after the  Securitization  Closing  Date,
by Servicer,  on  behalf  of Trustee, pursuant to any pooling and servicing
agreement executed in connection with the  Securitization.  Following the
assignment of this Agreement,  the Note,  the Mortgages and  the other  Loan
Documents  by  Nomura  Asset   Capital  Corporation  ("NACC")  in connection
with the  Securitization,  in addition  to  providing notices  to  Lender's
assignee in  accordance  with  instruments received  from such  assignee,
Borrower shall  continue to  send copies  of  all  notices  and  other
communications  (including, without limitation, reports under Section 5.1(Q))
to NACC at the address set forth in Section 8.6  or to such other address as
may be  designated by NACC pursuant  to Section 8.6.   Borrower shall not be
entitled to assign its rights hereunder.

     Section  8.10.    Severability.    Wherever  possible,  each provision of
this Agreement shall be interpreted  in such manner as to  be effective and
valid under  applicable law, but  if any provision of  this Agreement  shall be
prohibited by  or invalid under applicable law, such provision shall  be
ineffective to the extent of  such prohibition or  invalidity, without
invalidating the  remainder of such  provision or the  remaining provisions of
this Agreement.

     Section 8.11.  Preferences.  Lender shall have no obligation to marshal
any assets in favor of Borrower or any  other party or against or  in  payment
of any  or  all of  the  obligations  of Borrower pursuant to this  Agreement,
the Note or any  other Loan Document.  Lender shall  have the continuing and
exclusive right to apply or reverse and reapply any  and all payments by
Borrower to any portion of the obligations of Borrower hereunder.   To the
extent  Borrower  makes a  payment  or  payments  to  Lender  for Borrower's
benefit, which payment or proceeds or any part thereof are  subsequently
invalidated,  declared  to  be  fraudulent  or preferential,  set aside or
required  to be repaid  to a trustee, receiver  or any other party  under any
bankruptcy  law, state or federal law, common law  or equitable cause, then, to
the extent of such  payment or proceeds received,  the obligations hereunder or
part thereof  intended to  be satisfied shall  be revived  and continue in full
force and effect, as if such payment or proceeds had not been received by
Lender.

     Section  8.12.   Waiver of  Notice.   Borrower shall  not be entitled to
any notices  of  any nature  whatsoever from  Lender except  with respect to
matters  for which this  Agreement or the other Loan  Documents specifically
and expressly  provide for the giving of notice by Lender to Borrower and
except with respect to matters for which Borrower is not, pursuant to
applicable Legal
<PAGE>   96
                                                                        92




Requirements, permitted to waive the giving of notice.   Borrower hereby
expressly  waives the  right to  receive  any notice  from Lender with respect
to any matter for which this Agreement or the other Loan Documents does  not
specifically and expressly provide for the giving of notice by Lender to
Borrower.

     Section  8.13.  Remedies of  Borrower.  In  the event that a claim  or
adjudication  is  made  that  Lender  or  its  agents, including,  without
limitation, Servicer,  has acted unreasonably or unreasonably delayed acting in
any case  where by law or under this  Agreement, the  Note,  the  Mortgages  or
the  other  Loan Documents,  Lender or  such agent,  as  the case  may be,  has
an obligation to  act reasonably  or promptly, Borrower  agrees that neither
Lender  nor  its agents,  including, without  limitation, Servicer,  shall   be
liable  for  any   monetary  damages,  and Borrower's sole remedies shall be
limited to commencing an action seeking injunctive  relief or declaratory
judgment.   The parties hereto agree that any action  or proceeding to
determine  whether Lender has  acted reasonably  shall  be determined  by an
action seeking declaratory judgment.

     Section 8.14.  Exculpation.  Notwithstanding anything herein or  in any
other  Loan  Document  to  the  contrary,  except  as otherwise  set forth in
this Section 8.14 to the contrary, Lender shall not enforce the liability and
obligation of Borrower (or of Borrower's  partners, if  and  to the  extent
such liability  or obligation  exists   or  arises)  to  perform   and  observe
the obligations contained in this  Agreement, the Note, the Mortgages or  any
of  the other  Loan Documents  executed and  delivered by Borrower by  any
action  or proceeding  wherein a  money judgment shall be sought  against
Borrower  or its  partners, except  that Lender  may  bring  a  foreclosure
action,  action  for  specific performance or other appropriate action or
proceeding (including, without  limitation,  to  obtain a  deficiency
judgment) against Borrower solely  for the  purpose of  enabling Lender  to
realize upon (i) Borrower's interest in the Mortgaged  Property, (ii) the Rents
and Accounts arising from the Individual Properties to  the extent  received by
Borrower or a Manager after the occurrence of an  Event of Default and not
deposited in the applicable Property Collection Account  pursuant to  Section
2.12(a) (all  such Rents and Accounts,  the "Recourse Distributions") and
(iii) any other collateral  given to Lender  under the Loan  Documents ((i),
(ii) and  (iii),  collectively, the  "Default  Collateral"); provided, however,
that any judgment in any such action or proceeding shall be  enforceable
against Borrower only  to the extent  of any such Default Collateral.   The
provisions of  this Section 8.14  shall not,  however,  (a)  impair  the
validity  of  the  Indebtedness evidenced by the Note or in any way affect or
impair the Liens of the Mortgages or any of the other Loan Documents or  the
right of Lender to foreclose the Mortgages following an Event of Default;
<PAGE>   97
                                                                        93




(b) impair  the  right of  Lender  to name  Borrower  as a  party defendant in
any action or suit for judicial foreclosure and sale under  any  of   the
Mortgages;  (c)  affect   the  validity  or enforceability  of  the Note,  the
Mortgages or  the  other Loan Documents;  (d)  impair  the  right  of  Lender
to   obtain  the appointment  of a  receiver; (e)  impair  the enforcement  of
the Assignments  of  Leases, the  Assignments  of  Agreements or  the Manager's
Subordinations  (subject to the  nonrecourse provisions thereof); (f) impair
the right of Lender to bring suit for actual damages,  losses and  costs
resulting  from fraud  or intentional misrepresentation by  Borrower or any
other  Person in connection with  this Agreement, the Note,  the Mortgages or
the other Loan Documents;  (g) impair the right of Lender to obtain the
Recourse Distributions   received   by   Borrower,    including,   without
limitation, the  right to proceed against  Borrower's partners to the extent
any Recourse Distributions  have actually theretofore been distributed to
Borrower's partners;  (h) impair the right of Lender to bring suit  with
respect to Borrower's misappropriation of  security deposits or Rents
collected more than  one month in advance;  (i) impair  the  right of  Lender
to obtain  Insurance Proceeds or Condemnation  Proceeds due to Lender  pursuant
to the Mortgages;  (j)  impair  the  right  of  Lender  to  enforce  the
provisions  of  Section 4.1(P)  or  5.1(D)-(I)  or the  Indemnity Agreement
even after  repayment in full of the  Indebtedness; (k) prevent  or  in   any
way  hinder  Lender  from  exercising,  or constitute a defense, or
counterclaim,  or other basis for relief in  respect of the  exercise of, any
other  remedy against any or all  of the  Collateral as  provided in  the Loan
Documents; (l) impair  the right  of Lender  to bring suit  with respect  to
any misapplication of any funds; or (m) impair the right of Lender to sue for,
seek  or demand a  deficiency judgment against  Borrower solely  for the
purpose of foreclosing  the Mortgaged Property or any  part  thereof, or
realizing  upon  the Default  Collateral; provided, however, that any  such
deficiency judgment referred to in  this clause (m) shall be enforceable
against Borrower only to the  extent of any of the Default  Collateral.  The
provisions of this  Section 8.14  shall  be  inapplicable  to Borrower  if  any
petition for  bankruptcy, reorganization or  arrangement pursuant to  federal
or state  law  shall be  filed  by, consented  to or acquiesced  in by  or with
respect to  Borrower, or  if Borrower shall institute any proceeding for the
dissolution or liquidation of  itself, or  if  Borrower shall  make  an
assignment  for  the benefit  of creditors, in which  event Lender shall have
recourse against  all of  the  assets of  Borrower  and the  interests  in
Borrower owned  by, and  the Recourse Distributions  received by, Borrower's
partners (but excluding all other assets of Borrower's partners).
Notwithstanding  the  foregoing, in  the  event  an Individual  Property is
released from  the lien  created by  the Related Mortgage, Borrower shall be
released in all respects from any
<PAGE>   98
                                                                       94       




further liability with respect to the Loan other than any further liability
for certain  kinds  of environmental  matters  arising under Section  4.1(P) or
5.1(D) - (I) as the same applies to such Individual Property.

     Section 8.15.   Exhibits Incorporated.   The information set forth on the
cover, heading and recitals hereof, and the Exhibits attached hereto, are
hereby incorporated herein as a part of this Agreement  with the  same  effect
as  if set  forth  in the  body hereof.

     Section  8.16.   Offsets, Counterclaims  and Defenses.   Any assignee of
Lender's interest in and to this Agreement, the Note, the  Mortgages and the
other  Loan Documents shall  take the same free  and clear of  all offsets,
counterclaims  or defenses which are  unrelated to this Agreement, the Note,
the Mortgages and the other Loan  Documents which  Borrower may otherwise  have
against any assignor of this  Agreement, the Note, the Mortgages  and the other
Loan  Documents, and  no  such  unrelated counterclaim  or defense shall be
interposed or asserted by Borrower in any action or proceeding brought  by any
such assignee  upon this Agreement, the Note, the  Mortgages and  other Loan
Documents  and any  such right  to   interpose  or  assert  any   such
unrelated  offset, counterclaim or  defense  in any  such  action or
proceeding  is hereby expressly waived by Borrower.

     Section  8.17.  No  Joint Venture or  Partnership.  Borrower and  Lender
intend  that  the relationship  created hereunder  be solely that of borrower
and lender.  Nothing herein  is intended to  create a  joint  venture,
partnership,  tenancy-in-common, or joint  tenancy relationship  between
Borrower  and Lender  nor to grant Lender  any interest in  the Mortgaged
Property  other than that of mortgagee or lender.

     Section  8.18.  Waiver of Marshalling of Assets Defense.  To the  fullest
extent Borrower  may legally do  so, Borrower waives all rights to a
marshalling of the assets of Borrower and Persons with  interests in Borrower,
and of the Mortgaged Property, or to a sale in inverse order of alienation in
the event of foreclosure of the interests  hereby created,  and agrees not  to
assert  any right under any laws pertaining to the marshalling of assets, the
sale  in inverse  order of  alienation, homestead  exemption, the
administration  of estates  of  decedents, or  any other  matters whatsoever
to defeat, reduce or affect the right of Lender under the Loan Documents  to a
sale of the  Individual Property for the collection  of the  Indebtedness
without  any prior  or different resort for collection, or  the right of Lender
or Deed of  Trust Trustee  to  the  payment of  the  Indebtedness  out  of the
Net Proceeds of the Individual Property in  preference to every other claimant
whatsoever.
<PAGE>   99
                                                                        95




     Section  8.19.   Waiver  of Counterclaim.   Borrower  hereby waives the
right to assert  a counterclaim, other than compulsory counterclaim, in any
action  or proceeding brought against  it by Lender or its agents, including,
without limitation, Servicer.

     Section 8.20.   Conflict; Construction of Documents.  In the event of  any
conflict between  the provisions of  this Agreement and the provisions of the
Note, the Mortgages or  any of  the  other Loan  Documents,  the provisions  of
this Agreement  shall prevail.   The  parties hereto  acknowledge that they
were   represented  by  counsel  in   connection  with  the negotiation  and
drafting of the Loan Documents and that the Loan Documents shall  not be
subject  to the  principle of  construing their meaning against the party which
drafted same.

     Section 8.21.  Brokers and Financial Advisors.  Borrower and Lender
hereby represent that  they have dealt  with no financial advisors,  brokers,
underwriters,  placement  agents,  agents  or finders in connection with  the
transactions contemplated by this Agreement  except for Nomura  Securities
International, Inc. (the "Finder").  Borrower  agrees to  pay all amounts
required to  be paid to  the Finder pursuant  to that  certain engagement
letter dated March 5, 1997,  between Borrower and the Finder.   Borrower and
Lender hereby  agree to  indemnify and  hold each  other and Servicer  harmless
from  and     against  any  and  all  claims, liabilities, costs and expenses
of any kind in any  way relating to or arising from a claim by any Person
(other  than the Finder) that such Person  acted on  behalf of the
indemnifying party  in connection  with  the  transactions  contemplated
herein.    The provisions of this Section 8.21 shall  survive the expiration
and termination  of   this  Agreement   and  the  repayment   of  the
Indebtedness.

     Section 8.22.  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which  shall together constitute one and the same
instrument.

     Section 8.23.   Estoppel Certificates.   Borrower and Lender each hereby
agree at any time and from time to time upon not less than  15 days  prior
written notice  by  Borrower or  Lender  to execute,  acknowledge and deliver
to  the party specified in such notice, a  statement, in writing, certifying
that this Agreement is unmodified and in full force and effect (or if there
have been modifications, that the same,  as modified, is in full  force and
effect and stating the modifications hereto), and stating whether or not, to
the knowledge of such certifying party, any Default or Event of Default has
occurred and is then continuing, and, if so, specifying  each  such Default  or
Event  of Default;  provided, however, that it shall be a condition
<PAGE>   100
                                                                        96
                                                                        



precedent  to  Lender's  obligation   to  deliver  the  statement pursuant to
this Section  8.23, that Lender shall have  received, together with Borrower's
request for such statement, an Officer's Certificate stating that no Default or
Event of Default exists as of  the date of such  certificate (or specifying
such Default or Event of Default).

     Section 8.24.  Payment of Expenses.  Borrower shall, whether or not the
Transactions are consummated, pay all of the following Transaction Costs on
demand:   (a) reasonable out-of-pocket costs and expenses  of Lender in
connection with (i)  the negotiation, preparation, execution and delivery of
the Loan Documents and the documents and instruments referred to therein, (ii)
the creation, perfection  or protection  of  Lender's Liens  in the  Collateral
(including, without  limitation, fees and expenses  for title and lien
searches and  filing and  recording fees,  third  party due diligence
expenses,  accounting   firm  fees,   costs  of   the Environmental  Reports
(and  an  environmental  consultant), the Engineering   Reports   and  the
market  studies),   (iii)  the negotiation,   preparation,  execution   and
delivery  of   any amendment,  waiver  or  consent  relating  to  any  of  the
Loan Documents,  and  (iv)  the   preservation  of  rights  under  and
enforcement  of   the  Loan  Documents  and   the  documents  and instruments
referred  to therein, including any  restructuring or rescheduling  of  the
Indebtedness,  (b)  the  reasonable  fees, expenses  and disbursements  of
counsel  to Lender  in connection with  all  of  the foregoing,  and  (c)  in
connection with  the Securitization  only, reasonable fees, expenses and
disbursements of  counsel to Servicer and  to Trustee in  connection with their
review  of  the Loan  Documents and  any  de minimis  expenses of Servicer  and
Trustee.    Transaction Costs  (inclusive  of  the foregoing)  relating to  the
Securitization are  subject to  the limitation set forth in Section 2.15.

     Section 8.25.   Bankruptcy  Waiver.  Borrower  hereby agrees that,  in
consideration of  the  recitals  and mutual  covenants contained herein, and
for  other good and valuable consideration, the receipt  and sufficiency of
which are hereby acknowledged, in the  event Borrower shall (i)  file with any
bankruptcy court of competent jurisdiction or  be the subject  of any petition
under Title 11 of the U.S. Code, as amended, (ii) be the subject of any order
for relief  issued under  Title 11  of the  U.S. Code,  as amended, (iii) file
or be the subject of any petition seeking any reorganization,    arrangement,
composition,    readjustment, liquidation, dissolution  or similar relief under
any present or law  relating  to  bankruptcy,  insolvency  or  other  relief
of debtors,  (iv) have sought or  consented to or  acquiesced in the
appointment of any trustee,  receiver, conservator or  liquidator or (v) be the
subject of any order, judgment or decree entered by any court of competent
jurisdiction approving a
<PAGE>   101
                                                                        97




petition  filed  against  such   party  for  any  reorganization, arrangement,
composition,  readjustment, liquidation, dissolution or  similar relief under
any  present or future  federal or state act or law relating to bankruptcy,
insolvency or other relief for debtors, the  automatic stay  provided by the
Federal Bankruptcy Code shall be modified and annulled as to Lender, so as to
permit Lender to exercise any  and all of its remedies,  upon request of Lender
made on notice to Borrower and any other party in interest but  without the
need  of further  proof  or hearing.    Neither Borrower  nor  any  Affiliate
of  Borrower  shall  contest  the enforceability of this Section 8.25.

     Section 8.26.  Indemnification.   Borrower shall  indemnify, defend  and
hold  harmless  Lender, and  each  of its  directors, officers,  employees,
attorneys,   agents  (including,   without limitation, Servicer), successors
and assigns (the  "Indemnified Parties"),  from and  against all  damages,
liabilities,  claims, actions,   penalties  and  fines   (collectively  and
severally, "Losses") which may be imposed upon, asserted against or incurred or
paid  by any of  them resulting from  the claims of  any third party relating
to or arising out of (i) the Mortgaged Property or any  of the Loan Documents,
(ii)  any act performed or omitted to be  performed  by any  Indemnified Party
under  any of  the Loan Documents or (iii) any transaction  arising out of or
in  any way connected  with  the  Mortgaged  Property  or  any  of  the  Loan
Documents, except for  Losses caused by (x)  the gross negligence or  willful
misconduct of  any Indemnified  Party or  (y) actions taken or omitted to be
taken by any Indemnified Party  after such Indemnified  Party  acquires  title
to  the  Mortgaged  Property through foreclosure,  deed in  lieu of foreclosure
or otherwise, and reimburse each Indemnified  Party for any expenses (including
the  reasonable  attorneys'  fees and  disbursements)  reasonably incurred in
connection with the investigation of, preparation for or  defense  of   any
actual  or  threatened  claim,  action  or proceeding  arising  therefrom
(including  any  such   costs  of responding  to discovery  requests or
subpoenas), regardless  of whether  Lender  or  such  other  Indemnified  Party
is  a party thereto.  It shall be Borrower's burden to prove that any Loss is
caused by the gross negligence,  willful misconduct or actions or failure  to
act of  an Indemnified  Party.   The indemnification provided  by Borrower  in
this  Section 8.26  is not  intended to cover   the  matters   covered  by
Borrower's  indemnifications described in Section 2.15 or Section 5.1(I)  and
shall not in any way alter,  increase or decrease  the Borrower's
indemnification obligations  pursuant to Section  2.15 or  Section 5.1(I).
With reference  to the provisions set forth above in this Section 8.26 for
payment by Borrower of reasonable attorneys' fees incurred by the Indemnified
Parties in any action or claim brought by a third party,  Borrower shall
diligently  defend such  Indemnified Party and diligently conduct such defense,
and, provided Borrower
<PAGE>   102
                                                                        98




demonstrates  to the  reasonable satisfaction  of the  applicable Indemnified
Party  its ability to  pay for any  settlement amount agreed to by  Borrower,
Borrower  may settle any  such action  or claim  or consent  to an  entry of
any judgment  related thereto without the prior written consent of any
Indemnified Party to the extent such  judgment or claim is  for the payment of
money.  If the Indemnified Party  desires to engage separate counsel, it may do
so at its own expense; provided, however, that such limitation on the
obligation of Borrower to pay the fees of separate counsel for such Indemnified
Party shall not  apply if such  Indemnified Party has  retained such separate
counsel because of a reasonable belief  (based  upon reasonable  inquiry)  that
Borrower is  not diligently  defending  it  and/or not  diligently  conducting
the defense  and so  notifies  Borrower.    The  Loan  shall  not  be
considered  to have been paid  in full unless  all obligations of Borrower
under this  Section 8.26 shall have been fully performed (except for
contingent indemnification obligations for  which no claim has actually been
made pursuant to this Agreement).   This Section 8.26 shall survive repayment
in full of the Loan.

     Section 8.27.   Entire Agreement.   This Agreement, together with  the
Exhibits  and  Schedules  hereto and  the  other  Loan Documents,  constitutes
the  entire  agreement among  the parties hereto with  respect  to the  subject
matter contained  in  this Agreement,  the Exhibits and Schedules  hereto and
the other Loan Documents.

     Section 8.28.  Cross Collateralization.   Without limitation of any other
right or remedy provided to Lender in this Agreement or any of the other Loan
Documents, Borrower covenants and agrees that upon the occurrence of an Event
of Default, (i) Lender shall have the  right to pursue all  of its rights and
remedies in one proceeding,  or   separately   and  independently   in
separate proceedings  which  it, as  Lender,  in  its  sole  and  absolute
discretion, shall determine from time to time, (ii) Lender is not required  to
either  marshall  assets, sell  Collateral  in  any inverse  order of
alienation, or be subjected to any "one action" or  "election of  remedies" law
or rule,  (iii) the  exercise by Lender of  any remedies  against any
Collateral will  not impede Lender  from subsequently  or simultaneously
exercising remedies against any  other Collateral, (iv)  all Liens and  other
rights, remedies  and privileges provided to Lender in this Agreement and in
the other  Loan Documents  or otherwise shall  remain in  full force and effect
until  Lender has exhausted all of  its remedies against the  Collateral and
all Collateral has  been foreclosed, sold and/or  otherwise realized upon in
satisfaction  of the Loan and  (v) the  Individual  Properties shall  be
security for  the performance of all obligations hereunder and under the other
Loan Documents.
<PAGE>   103
                                                                        99




     Section 8.29.   Confidentiality.   Borrower shall  keep, and shall cause
its Affiliates,  partners, employees,  legal counsel and other advisors to
keep, the terms of this Agreement, the Loan and the other Loan Documents
strictly confidential and  will not, directly  or  indirectly,  disclose such
terms  without Lender's prior written consent, unless required to make such
disclosure by law or in connection with  AA's public reporting requirements, if
such material  would customarily be disclosed  in connection with such public
reporting.   Borrower shall  endeavor to deliver  all press releases relating
to the terms of this Agreement, the Loan, the  other Loan  Documents  and the
Manager's Subordinations  to Lender for its review at  least 24 hours prior to
releasing such items.

     Section  8.30.   Defeasance.   (a)    In the  event Borrower exercises
its option to defease the Loan pursuant to Section 2.6 or  is  obligated  to
make a  mandatory  defeasance  pursuant to Section  2.7(a), Borrower  shall
defease  the Loan  in compliance with the following conditions precedent:

          (i)  the delivery by Borrower of not less than 30 days' prior
     written  notice  to  Lender  specifying  a  regularly scheduled Payment
     Date (the  "Defeasance Date") on which the Defeasance Deposit is to be
     made and the principal amount to be defeased;

         (ii)  the  payment to Lender  of all scheduled  interest and
     principal payments  due  and unpaid  on the  Defeasance Date;

        (iii)  with respect to  defeasance of the  Loan in whole pursuant to
     Section 2.6  only, the payment to Lender  of all other sums due under  the
     Note, the Mortgages and  the other Loan Documents;

         (iv)  with respect to defeasance of the Loan pursuant to Section
     2.7(a)  only, payment of all other amounts due under the Related Mortgage;

          (v)  the payment to Lender of the Defeasance Deposit on the
     Defeasance Date;

         (vi)  the delivery to Lender of:

               (A)   a security agreement, in  form and substance reasonably
          satisfactory to  Lender,  creating a  first priority lien  on the
          Defeasance Deposit and  the U.S.  Obligations  purchased on behalf
          of Borrower  with the Defeasance Deposit in accordance with this
          provision of this Section 8.30 (the "Security Agreement");
<PAGE>   104
                                                                        100




               (B)   with  respect to  defeasance of the  Loan in whole
          pursuant  to Section 2.6 only,  releases for each of  the Individual
          Properties  from the  Liens of  the Related  Mortgages,  the
          Assignments  of  Leases,  the Assignments   of   Agreements   and
          UCC-1   financing statements   (for   execution  by   Lender)   in
          forms appropriate   for  the   jurisdiction  in   which  each
          Individual Property is located;

               (C)    with  respect  to defeasance  of  the  Loan pursuant to
          Section 2.7(a) only, the releases described in Section  2.11(a) (for
          execution by  Lender) in forms appropriate   for  the   jurisdiction
          in  which   the applicable Individual Property is located;

               (D)  an Officer's  Certificate certifying that the requirements
          set  forth in this Section  8.30 have been satisfied;

               (E)   an opinion of  counsel for Borrower  in form reasonably
          satisfactory to Lender stating, among other things, that  Lender has
          a  perfected security interest in  the   Defeasance  Deposit  and  a
          first  priority perfected  security  interest in  the  U.S.
          Obligations purchased by Lender on behalf of Borrower; and

               (F)  such   other   certificates,   documents   or instruments
          as   Lender   may   reasonably   request, including,  without
          limitation,  an opinion  of counsel for Borrower in form  reasonably
          satisfactory to Lender stating that such defeasance shall not affect
          the REMIC status of the REMIC  Trust, and any other certificates,
          documents   or   instruments  reasonably   required  in connection
          with a Securitization; and

          (vii)    Lender  shall  have  received  confirmation in writing  from
     the  applicable  Rating  Agencies  that  such defeasance will not result
     in a qualification, withdrawal or downgrading of  the ratings  in effect
     immediately  prior to such  defeasance for any of the  Certificates which
     are then outstanding,   provided,  however,  the   delivery  of  such
     confirmation  by the  applicable  Rating  Agencies shall  be conditioned
     only upon  the  satisfaction of  the conditions precedent for  a
     defeasance as  set  forth in  clauses  (i) through (vi), as applicable.

          In  connection  with  the conditions set forth above, Borrower
     hereby appoints Lender as its agent and attorney-in-fact  for the  
     purpose of  using the  Defeasance Deposit to purchase U.S. Obligations 
     which provide Scheduled Defeasance
<PAGE>   105
                                                                        101




     Payments, and  Lender shall  upon receipt of  the Defeasance Deposit
     purchase such  U.S. Obligations on behalf of Borrower.   Borrower,
     pursuant to the  Security Agreement or other  appropriate document, shall
     authorize and direct that the  payments received  from the  U.S.
     Obligations  shall be made  directly   to  Lender  and  applied   to
     satisfy  the obligations of Borrower under the Note.

          (b)  With respect  to defeasance  of the Loan  in whole pursuant   to
     Section   2.6,  upon   compliance  with   the requirements  of Section
     8.30(a), (i) the Mortgaged Property shall  be released  from  the liens
     of  the Mortgages,  the Assignments of Leases, the Assignments of
     Agreements and the UCC-1  financing  statements  and  (ii)  the   pledged
     U.S.  Obligations shall be the  sole source of collateral securing the
     Note.  With respect  to a defeasance to prepay the  Loan pursuant  to
     Section  2.7(a),   upon  compliance  with  the requirements  of Section
     8.30(a) the  applicable Individual Property or Properties shall be
     released pursuant to Section 2.11(a).

          (c)  Any portion of the Defeasance Deposit in excess of the  amount
     necessary  to  purchase  the  U.S. Obligation required  by  Section
     8.30(a)  or  to  satisfy  the  other requirements   of  Section  8.30(a)
     shall  be  remitted  to Borrower.

          (d)   Borrower shall have the right to assign to Lender (or, at
     Lender's option,  to Lender's designee  or nominee) and  Lender (or  such
     designee  or nominee)  shall have  the obligation  to  assume,  the
     obligations  under  the  Loan Documents relating to the principal amount
     so defeased.

                            [signature page follows]
<PAGE>   106





     IN  WITNESS WHEREOF, the parties hereto have caused this Agreement  to
be  duly  executed  by  their  duly  authorized representatives, all as of
the day and year first above written.

                                       LENDER:

                                       NOMURA ASSET CAPITAL CORPORATION, 
                                         a Delaware corporation


                                       By:   John M. Burke
                                           ----------------------------------
                                            Name:  John M. Burke
                                            Title:  Vice President

                                       BORROWER:

                                       AMBASSADOR XI, L.P.,
                                         a Delaware limited partnership

                                       By:  AMBASSADOR XI, Inc.,
                                              a Delaware corporation, its 
                                              General Partner


                                            By:    Adam D. Peterson
                                                -----------------------------
                                                  Name: Adam D. Peterson
                                                  Title: Exective Vice President
<PAGE>   107





                                  Exhibit A

           ALLOCATED LOAN AMOUNTS AND DEBT SERVICE COVERAGE RATIOS

                                   Allocated             Debt Service 
Individual Property               Loan Amount           Coverage Ratios
-------------------               -----------           ---------------

Country Club West Apartments
Greeley, Colorado                  $11,400,000               1.40

Courtney Park Apartments
Fort Collins, Colorado             $10,100,000               1.40

                        TOTAL:     $21,500,000


               The  Debt Service  Coverage Ratio  for the  
               Individual Properties (considered as a whole) 
               as of the Closing Date is 1.40.