Exhibit 4.8c


                              THIRD AMENDED AND RESTATED
                                   CREDIT AGREEMENT


                                     by and among

                        ASSOCIATED ESTATES REALTY CORPORATION
                                 an Ohio corporation
                                     ("Borrower")

                      NATIONAL CITY BANK, as Agent (the "Agent")

                                         and

                          THE BANKS IDENTIFIED ON SCHEDULE 1


                            Dated as of November 12, 1997





          10/31/97

                     THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                    THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated
          as of November 12, 1997, by and among ASSOCIATED ESTATES REALTY
          CORPORATION, an Ohio corporation (hereinafter, "Borrower"), the
          banks and lending institutions set forth on Schedule 1 hereto
          (the "Banks"), and NATIONAL CITY BANK, a national banking
          association ("NCB"), in its capacity as agent for the Banks (in
          such capacity, NCB and any successor to NCB as agent as aforesaid
          is referred to as the "Agent").

                                      ARTICLE 1.

                                    INTERPRETATION

                    Section 1.1  General.  For the purposes of this
          Agreement, the following general rules of interpretation shall
          apply to the extent they are not clearly inconsistent with the
          context or the subject matter of specific provisions hereof:

                    (a)  The expression "this Agreement" shall mean this
          Credit Agreement (including all of the Schedules and Exhibits
          annexed hereto) as originally executed, or, if supplemented,
          amended or restated from time to time, as so supplemented,
          amended or restated;

                    (b)  Singular nouns shall include the plural and vice
          versa, and all references to dollars shall mean United States
          Dollars;

                    (c)  Accounting terms not otherwise defined herein
          shall have the meanings assigned to them in accordance with
          Generally Accepted Accounting Principles (as hereinafter
          defined); and

                    (d)  All Schedules and Exhibits to this instrument
          shall be deemed to be incorporated herein by reference.

                    Section 1.2  Definitions.  In addition to terms defined
          elsewhere in this Agreement, the terms set forth below shall have
          the following meanings for the purpose of this Agreement:

                    "Accountants" means Price, Waterhouse & Co., or such
          other nationally recognized firm of certified public accountants
          as may from time to time be selected by Borrower and acceptable
          to Agent, with the consent of the Required Banks.

                    "Adjusted Prime Rate" means, at any time, the sum of
          the Prime Rate plus the Prime Rate Margin in effect at such time.

                    "Affiliate" means, in relation to any Person (in this
          definition called "Affiliated Person"), any Person (other than a
          Subsidiary) which (directly or indirectly) controls or is
          controlled by or is under common control with such Affiliated
          Person. For the purposes of this definition, the term "control"
          shall mean the possession (directly or indirectly) of the power
          to direct or to cause the direction of the management or the
          policies of a Person, whether through the ownership of shares of
          any class in the capital or any other voting securities of such
          Person, by contract or otherwise.

                    "Agent" means NCB, acting in such capacity for the
          Banks under the Loan Documents pursuant to this Agreement, and
          includes (where the context so admits) any other Person or
          Persons succeeding to such functions in accordance with
          Article 8, below.

                    "Agency Fee" means an annual fee, payable
          semi-annually, in advance, to the Agent in consideration for its
          serving as the Agent in respect of the Loan Documents, in an
          amount per annum equal to the lesser of (i) $100,000.00 or
          (ii) the aggregate of $30,000.00, plus an additional sum of
          $20,000.00 for each bank or lending institution in addition to
          NCB participating as a Bank under this Agreement.

                    "Apartment Suites" means all multi-family residential
          rental units owned by Borrower or Borrower's Consolidated
          Subsidiaries, without regard to whether such units are subject to
          any governmental financial support, operating assistance or
          regulation.

                    "Applicable Margin" means, as at any date, a percentage
          per annum for Prime Rate Loans and Ratable Libor Rate Loans,
          determined by reference to Borrower's Debt Rating as set forth
          below:

<TABLE>
<CAPTION>
                          Debt Rating      Ratable Libor     Prime
               Level     S&P      Moody's   Rate Margin   Rate Margin

                 <S>  <C>        <C>          <C>            <C>
                 1    A- to A+   A3 to A1      95             -0-
                 2    BBB+       Baa1         105             -0-

                 3    BBB        Baa2         115             -0-
                 4    BBB-       Baa3         125             -0-
                 5   <BBB-      <Baa3         200             25
</TABLE>

          The Applicable Margin for each Prime Rate Loan and Ratable Libor
          Rate Loan (the "Prime Rate Margin" and the "Libor Margin",
          respectively) shall be determined by reference to the Debt Rating
          in effect as of the Draw Date for such Loans (subject, in the
          case of each Prime Rate Loan, to adjustment during the pendency
          of such Loan to reflect any changes in Borrower's Debt Rating),
          provided that:

               (A)  if the applicable Debt Ratings established by S&P and
               Moody's shall be at differing levels, the Applicable Margin
               shall be determined by reference to the higher Debt Rating,
               provided, however, that if the difference between the Debt
               Ratings shall be more than one level, the Applicable Margin
               shall be one (1) level higher than the lower of the two Debt
               Ratings;

               (B)  if only one of S&P and Moody's shall have a Debt Rating
               in effect, then: (x) if both S&P and Moody's are engaged in
               the business of rating Indebtedness, the Applicable Margin
               shall be the applicable percentage for the grade that is one
               level below the available Debt Rating; or (y) if either S&P
               or Moody's is no longer engaged in the business of rating
               Indebtedness, the Applicable Margin shall be the applicable
               percentage for the available Debt Rating; and

               (C)  if neither S&P nor Moody's shall have a Debt Rating in
               effect, the Applicable Margin shall be the applicable
               percentage for the lowest Debt Rating as shown on the
               preceding table.

                    "Assets Under Development" means, as of the date of the
          determination thereof, any new real estate project (or the
          expansion area of any existing real estate project) owned by
          Borrower or any of its Consolidated Subsidiaries on which the
          construction of one or more new, income-producing buildings has
          been commenced and is continuing, provided, however, that
          projects (or, in the case of phased projects as to which discrete
          portions thereof are constructed and completed at different
          times, identifiable phases of such projects) shall cease being
          Assets Under Development at such time as a certificate of
          occupancy is issued with respect to the construction performed
          with respect to such projects or discrete phases.  For the
          purposes of this Agreement, land and improvements comprised in
          Assets Under Development shall be valued at the then-current book
          values thereof (as determined in accordance with GAAP).

                    "Banks" means, collectively, each of the banks or
          lending institutions identified on Schedule 1 hereto, as such
          Schedule may be amended from time to time pursuant to
          Section 2.1(b) hereof, and the respective successors and assigns
          of such banks and lending institutions. "Bank" means any one of
          the Banks.
                    "Business Day" means any day other than a Saturday or
          Sunday on which commercial banking institutions are open for
          business in Cleveland, Ohio; for all purposes relevant to the
          issuance of Libor Rate Loans (including, without limitation, the
          determination of the Libor Rate and of the Draw Date for each
          such Loan and including both Ratable Libor Rate Loans and
          Competitive Bid Loans), "Business Day" shall mean any day other
          than a Saturday or Sunday on which commercial banking
          institutions are open for business in Cleveland, Ohio, and in
          London, England.

                    "Capitalized Income Value" means, as of any date, an
          amount equal to Borrower's EBITDA including Service EBITDA in an
          amount not to exceed $1,500,000 on an annualized basis, divided
          by nine and three-quarters (9.75%) percent (the "Capitalization
          Factor").  For the purposes of this provision, Borrower's EBITDA
          shall be subject to adjustment to reflect any acquisitions made
          by Borrower during the applicable fiscal period on a pro forma
          basis acceptable to the Agent, assuming the lesser of 90% or
          actual occupancy.

                    "Closing Date" means the date first set forth in the
          preamble of this instrument.

                    "Closing Fee" means that fee, calculated and payable on
          the Closing Date by Borrower to the Agent for the benefit of the
          Banks in accordance with Section 5.10(b), below.
                    "Code" means the United States Internal Revenue Code of
          1986, as amended from time to time, or any successor federal tax
          code, and any reference to any statutory provision shall be
          deemed to be a reference to any successor provision or
          provisions.

                    "Commitment Fee" means a fee, payable quarterly in
          arrears, on the final day of each calendar quarter during the
          pendency of this Agreement and on the Termination Date, to the
          Agent for the benefit of the Banks in accordance with their
          respective Pro Rata Shares.  The amount of the Commitment Fee for
          each quarter shall be determined: (a) by calculating the average
          daily unused portion of the Maximum Commitment during such
          quarter (the "Unused Component") by subtracting the average daily
          Outstanding Amount during such period (determined, solely for the
          purpose of such calculation, by including only Ratable Loans and
          Letters of Credit; Competitive Bid Loans shall not be included as
          Obligations for the limited purpose of calculating the Commitment
          Fee or the Outstanding Amount in connection with the
          determination of the Commitment Fee) from the full amount of the
          Maximum Commitment, without regard to whether the entire Maximum
          Commitment would then be available to Borrower, and (b) by
          multiplying the Unused Component by (i) 0.15%, if the average
          daily Outstanding Amount during such period shall exceed Fifty
          Million Dollars ($50,000,000.00), or (ii) by multiplying the
          Unused Component by 0.20%, if the average daily Outstanding
          Amount during such period shall be Fifty Million Dollars
          ($50,000,000.00)or less; and (c) by dividing the result of such
          multiplication by four (4) in the case of quarterly payments or
          by the appropriate annualizing factor in the case of the payment
          which is due on the Termination Date computed in each case on the
          basis of a 360-day year for the actual number of days elapsed.

                    "Competitive Bid Fee" means a fee, in the amount of One
          Thousand Two Hundred and Fifty Dollars ($1,250), which shall be
          earned, and shall be due and payable, as provided in Section
          2.3(a)(vii), below.

                    "Competitive Bid Borrowing Notice" means the notice, to
          be submitted by the Borrower to the Agent in accordance with
          Section 2.3 of this Agreement, reflecting Borrower's acceptance
          of Banks' Competitive Bid Quotes submitted as therein provided.

                    "Competitive Bid Loan" means the Loans made or to be
          made to Borrower by one or more Banks in accordance with
          Section 2.3 of this Agreement.

                    "Competitive Bid Note" means, collectively,the
          promissory notes of Borrower which are to be dated executed and
          delivered by Borrower to the Banks, together with any amendment,
          modification, supplement or renewal thereof and with any
          instruments given in substitution or replacement therefor.

                    "Competitive Bid Quote" means an offer by a Bank, in
          response to a Competitive Bid Quote Request, which shall be
          substantially similar in every material respect to the form which
          is attached hereto as Exhibit A, and shall be delivered by such
          Bank to the Agent in accordance with Section 2.3, below.

                    "Competitive Bid Quote Request" means the request by
          the Borrower for the Banks to offer to make Competitive Bid Loans
          to Borrower in the amount and for the Interest Periods to be set
          forth therein; each Competitive Bid Quote Request shall be
          substantially similar in every material respect to the form
          attached hereto as Exhibit B.

                    "Competitive Libor Bid Rate" means the annual rate of
          interest (expressed as a single rate by reference to Libor)
          offered by a Bank to Borrower in such Bank's Competitive Bid
          Quote made pursuant to Section 2.3, below.

                    "Compliance Certificate" means a certificate,
          substantially in the form of Exhibit C, evidencing Borrower's
          compliance with the applicable requirements imposed by this
          Agreement after giving effect to the making of each Loan.

                    "Consolidated Subsidiaries" means all of Borrower's
         direct, wholly-owned subsidiaries with which Borrower reports
          financial results on a consolidated basis in accordance with
          GAAP.

                    "Contingent Obligation" means any direct or indirect
          liability, contingent or otherwise, with respect to any
          Indebtedness, lease, dividend, letter of credit, banker's
          acceptance or other obligation of another Person incurred to
          provide assurance to the obligee of such obligation that such
          obligation will be paid or discharged, that any agreements
          relating thereto will be complied with, or that the holders of
          such obligation will be protected (in whole or in part) against
          loss in respect thereof.  Contingent Obligations shall include,
          without limitation, (i) the direct or indirect guaranty,
          endorsement (otherwise than for collection or deposit in the
          ordinary course of business), co-making, discounting with
          recourse or sale with recourse by any Person of the obligation of
          another Person; (ii) any liability for the obligations of another
          Person through any agreement (contingent or otherwise) (A) to
          purchase, repurchase or otherwise acquire such obligation or any
          security therefor, or to provide funds for the payment or
          discharge of such obligation (whether in the form of loans,
          advances, stock purchases, capital contributions or otherwise),
          (B) to maintain the solvency of any balance sheet item, level of
          income or financial condition of another, or (C) to make take-or-
          pay, pay-or-play or similar payments if required regardless of
          nonperformance by any other party or parties to an agreement, if
          in the case of any agreement described under subclauses (A), (B)
          or (C) of this sentence the purpose or intent thereof is to
          provide the assurance described above.  The amount of any
          Contingent Obligation shall be equal to the amount of the
          obligation so guaranteed or otherwise supported.

                    "Conventional Apartment Projects" means multi-family,
          income-producing properties which are not subject to any
          financial support or operating assistance or regulation (other
          than landlord/tenant laws and regulations generally applicable to
          all apartment projects) imposed by or available from any Federal,
          state or local government or governmental instrumentality;
          without limiting the generality of the foregoing, projects which
          are so-called "congregate care facilities", "assisted living
          facilities" or "Section 8 housing projects" shall not be
          considered to be Conventional Apartment Projects for the purposes
          of this Agreement.

                    "Corrective Bid" means a supplemental Competitive Bid
          Quote submitted by a Bank to the Agent as and when provided in
          Section 2.3(c), below, or to the Borrower as and when provided in
          Section 2.3(d), below, correcting a manifest error contained in a
          Competitive Bid Quote therefore submitted by such Bank.

                    "Credit Commitment" means, in relation to any Bank, the
          maximum amount to be loaned (or otherwise made available) by such
          Bank to Borrower as such Bank's share of Ratable Loans or Letters
          of Credit, exclusive of any Competitive Bid Loans from such Bank
          to Borrower.  Each Bank's Credit Commitment as of the date hereof
          is set forth on the attached Schedule 1.

                    "Debt Rating" means, as of any date, the rating most
          recently announced by either S&P or Moody's for any class of
          long-term, unsecured public indebtedness issued by Borrower
          (without regard to whether such indebtedness has been or will be
          issued by Borrower).  For the purposes of this Agreement: (a) if
          any rating established by S&P or Moody's shall be changed, such
          changes will be effective as of the date on which the same is
          first announced publicly by the rating agency making such change;
          and (b) if S&P or Moody's shall change the basis on which ratings
          are established, each reference to the Debt Rating announced by
          S&P or Moody's, as the case may be, shall refer to the
          then-equivalent rating by S&P or Moody's as the case may be.

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

                    "Default Interest Rate" means an annual rate of
          interest equal to the lesser of (i) two and one-fourth percent
          (2-1/4%) above the Prime Rate; or (ii) the maximum rate of
          interest which may lawfully be charged in respect of the
          Obligations.

                    "Direct Invitation to Bid" means the Borrower's request
          to each of the Banks for the submission of Competitive Bid Quotes
          which is issued in accordance with Section 2.4(d) of this
          Agreement.

                    "Distributable Cash Flow" means, with respect to any
          fiscal period of Borrower, an amount equal to the Net Income of
          Borrower and its Consolidated Subsidiaries for such period,
          exclusive of gains or losses from the sale of property and
          exclusive of non-recurring and extraordinary items, plus
          depreciation and amortization, and after adjustments for
          unconsolidated joint ventures less capital expenditures funded by
          operations and loan amortization payments.

                    "Distribution" means:
                    (i)  The declaration or payment of any dividends or
                    other distributions on or in respect of capital stock
                    (except distributions in such common stock); or

                    (ii)  The redemption, acquisition or other retirement
                    of Securities, except such redemptions, acquisitions or
                    other retirements made as a part of the same
                    transaction from the net proceeds of the sale of such
                    Securities.

                    "Dividend" means any payment or distributions declared
          or made in respect of capital stock (including, without
          limitation, distributions in such capital stock).

                    "Draw Date" means, in relation to any Loan, the day on
          which such Loan is made or to be made to Borrower pursuant to
          this Agreement.

                    "EBITDA" means, for any fiscal quarter of Borrower, the
          product of Net Income for such fiscal quarter, increased by the
          sum for such period of interest expense, income and franchise tax
          expense, and amortization and depreciation (in each case as
          determined in accordance with GAAP) deducted in determining Net
          Income for such period.

                    "Employee Benefit Plan" means an "employee benefit
          plan" as defined in Section 3(3) of ERISA.

                    "Environmental Laws" means all present and future laws,
          statutes, ordinances, rules, regulations, orders, and
          determinations of any Federal, state or local governmental
          authority pertaining to health, protection of the environment,
          natural resources, conservation, wildlife, waste management,
          regulation of activities involving Hazardous Substances, and
          pollution, including, without limitation, the Comprehensive
          Environmental Response, Compensation, and Liability Act
          ("Superfund" or "CERCLA"), 42 U.S.C. SS 9601 et seq., the
          Superfund Amendments and Reauthorization Act of 1986 ("SARA"), 42
          U.S.C. SS 9601(20)(D), the Resource Conservation and Recovery Act
          ("RCRA"), 42 U.S.C. SS 6901 et  seq., the Federal Water Pollution
          Control Act, as amended by the Clean Water Act (the "Clean Water
          Act"), 33 U.S.C. SS 1251 et seq., the Clean Air Act ("CAA"), 42
          U.S.C. SS 7401 et seq., and the Toxic Substances Control Act, 15
          U.S.C. SS 2601 et seq., together with any and all applicable
          licenses, permits or governmental approvals pertaining to, or
          establishing standards with respect to, any of the foregoing
          matters, as any of the foregoing may be amended or supplemented.

                    "ERISA" means the Employee Retirement Income Security
          Act of 1974, and the rules and regulations issued thereunder, as
          the same may be amended from time to time, and including any
          successor statute.

                    "ERISA Affiliate" means, in relation to any Person, any
          trade or business (whether or not incorporated) which is a member
          of a group of which that Person is a member and which is under
          common control with such Person within the meaning of the
          regulations promulgated under Section 414 of the Code, as amended.

                    "ERISA Liabilities" means the aggregate of all unfunded
          vested benefits under any plan of Borrower or any ERISA Affiliate
          of Borrower under any Plan covered by ERISA that is not a Multi-
          employer Plan, and all potential withdrawal liabilities of any
          thereof under all Multiemployer Plans.

                    "Event of Default" means any event or condition
          described in Section 7.1 of this Agreement.

                    "Extraordinary Disposition" means, with respect to
          Borrower, the sale, lease, transfer or other disposition of
          assets, other than assets transferred or disposed in the ordinary
          course of business, whether by way of the sale of assets or the
          sale of stock or other rights in which Borrower has any ownership
          interest, and whether in one transaction or a series of related
          or unrelated transactions.

                    "Face Amount" means, as to any Letter of Credit which
          is issued or to be issued pursuant to Section 2.14 of this
         Agreement, the maximum amount which is available at the time of
          such determination to be drawn under such Letter of Credit.

                    "Floating Rate Debt" means any Indebtedness for
          Borrowed Money which bears interest at a rate or rates which
          fluctuate or may fluctuate from time to time (whether by
          Borrower's election or by reference to any index) during the
          pendency of such Indebtedness, provided, however, that any such
          Indebtedness as to which Borrower has procured and maintains an
          interest-rate hedging instrument eliminating the risk of
          interest-rate fluctuation shall, to the extent and during the
          term of such hedging instrument, not be considered to be
          "Floating Rate Debt" for the purposes of this Agreement.  For
          purposes of this definition, "interest-rate hedging instrument"
          shall mean an interest-rate hedging instrument with a maturity
          date not less than twelve months after the date such instrument
          is purchased and with a maximum rate of interest not to exceed
          three percentage points in excess of the rate on the Indebtedness
          for which the hedging instrument was procured.

                    "Funded Percentage" means, with respect to each Bank at
          any time, such Bank's share of all Obligations outstanding at
          such time, expressed as a fraction having as a denominator the
          Outstanding Amount at such time and having as a numerator the
          aggregate of (x) such Bank's Pro Rata Share of all Ratable Loans
          and all Letters of Credit then outstanding, and (y) the
          outstanding principal balance at such time of all Competitive Bid
          Loans advanced by such Bank to Borrower.

                    "Generally Accepted Accounting Principles" or "GAAP"
          means generally accepted accounting principles in effect from
          time to time in the United States, consistently applied as
          regards any specific fiscal period.

                    "Guaranteed Pension Plan" means any pension plan
          maintained by Borrower or any ERISA Affiliate of Borrower, or to
          which Borrower or any ERISA Affiliate contributes, some or all of
          the benefits under which are guaranteed by the Pension Benefit
          Guaranty Corporation within the U.S. Department of Labor.

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

                    "Head Office" means, in relation to the Agent, the head
          office of National City Bank, located at 1900 East Ninth Street,
          Cleveland, Ohio  44101-0756 or such other office as may be
          designated as such by written notice to Borrower and the Banks by
          National City Bank or any successor Agent.

                    "Indebtedness" means, in relation to any Person, at any
          particular time, all of the obligations of such Person which, in
          accordance with GAAP, would be classified as indebtedness upon a
          balance sheet (including any footnote thereto) of such Person
          prepared at such time, and in any event shall include, without
          limitation:

                    (i)  all indebtedness of such Person arising or
                    incurred under or in respect of (A) any guaranties
                    (whether direct or indirect) by such Person of the
                    indebtedness, obligations or liabilities of any other
                    Person, or (B) any endorsement by such Person of any of
                    the indebtedness, obligations or liabilities of any
                    other Person (otherwise than as an endorser of
                    negotiable instruments received in the ordinary course
                    of business and presented to commercial banks for
                    collection of deposit), or (C) the discount by such
                    Person, with recourse to such Person, of any of the
                    indebtedness, obligations or liabilities of any other
                    Person;

                    (ii) all indebtedness of such Person arising or
                    incurred under or in respect of any agreement,
                    contingent or otherwise made by such Person (A) to
                    purchase any indebtedness of any other Person or to
                    advance or supply funds for the payment or purchase of
                    any indebtedness of any other Person or (B) to
                    purchase, sell or lease (as lessee or lessor) any
                    property, products, materials or supplies or to
                    purchase or sell transportation or services, primarily
                    for the purpose of enabling any other Person to make
                    payment of any indebtedness of such other Person or to
                    assure the owner or holder of such other Person's
                    indebtedness against loss, regardless of the delivery
                    or non-delivery of the property, products, materials or
                    supplies or the furnishing or non-furnishing of the
                    transportation or services, or (C) to make any loan,
                    advance, capital contribution or other investment in
                    any other Person for the purpose of assuring a minimum
                    equity, asset base, working capital or other balance
                    sheet condition for or as at any date, or to provide
                    funds for the payment of any liability, dividend or
                    stock liquidation payment, or otherwise to supply funds
                    to or in any manner invest in any other Person,
                    provided that any Indebtedness attributable to
                    Borrower's interests in joint ventures shall, to the
                    extent that the same is consistent with GAAP and with
                    applicable legal requirements, reflect accumulated
                    losses and distributions from such interests in excess
                    of Borrower's investment and advances therein.

                    (iii)  all indebtedness, obligations and liabilities
                    secured by or arising under or in respect of any Lien,
                    upon or in Property owned by such Person, even though
                    such Person has not assumed or become liable for the
                    payment of such indebtedness, obligations and
                    liabilities;
                    (iv)  all indebtedness created or arising under any
                    conditional sale or other title retention agreement
                    with respect to Property acquired by such Person, even
                    though the rights and remedies of the seller or lender
                    (or lessor) under such agreement in the event of
                    default are limited to repossession or sale of such
                    Property; and

                    (v)  all indebtedness arising or incurred under or in
                    respect of any Contingent Obligation.
                    "Indebtedness for Borrowed Money" means at any
                    particular time, all Indebtedness (i) in respect of any
                    money borrowed (including pursuant to this Agreement);
                    (ii) under or in respect of any Contingent Obligation
                    (whether direct or indirect) of any money borrowed; (iii)
                    evidenced by any loan or credit agreement, promissory
                    note, debenture, bond, guaranty or other similar written
                    obligation to pay money; or (iv) arising under leases
                    which, in accordance with GAAP, should be reflected as
                    indebtedness on a balance sheet.

                    "Interest Expense" means, for any period, the aggregate
          interest payable by Borrower and all of Borrower's Consolidated
          Subsidiaries during such period determined in accordance with
          GAAP.
                    "Interest Period" means:  (a)  For each Libor Rate Loan
          (including both Ratable Libor Rate Loans and all Competitive Bid
          Loans), the period commencing on the Draw Date for such Loan and
          ending one, two, three, four or six months thereafter; (b) for
          each Prime Rate Loan, the period commencing on the Draw Date for
          such Loan and ending on the earliest of (i) the date on which
          such Loan is repaid; (ii) the date on which such Loan is
          converted to a Ratable Libor Rate Loan pursuant to this
          Agreement, or (iii) the Termination Date; and (c) for each
          Competitive Bid Loan, the period not to exceed one hundred eighty
          (180) days requested by Borrower in a Competitive Bid Loan
          Request and confirmed by a Bank in a Competitive Bid Quote which
          is accepted by Borrower.  No Interest Period in any case may
          extend beyond the Termination Date.  Any Interest Period which
          would otherwise end on a day which is not a Business Day shall
          end on the next succeeding Business Day (unless such Business Day
          falls in another calendar month, in which case such Interest
          Period shall end on the Business Day immediately preceding such
          day); each Interest Period in respect of a Libor Rate Loan or a
          Competitive Bid Loan which begins on the last Business Day of a
          calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such
          Interest Periods) shall end on the last Business Day of a
          calendar month.

                    "Investment" means any investment in any other Person
          by stock purchase, capital contribution, loan, advance, guaranty
          of any Indebtedness or creation or assumption of any other
          liability in respect of any Indebtedness of such Person
          (including, without limitation, any liability of any kind
          described in clause (i) or (ii) of the definition of the term
          "Indebtedness" set forth in this Section), or the transfer or
          sale of Property (otherwise than in the ordinary course of the
          business) to any other Person for less than payment in full in
          cash of the transfer or sale price or the fair value thereof
          (whichever of such price or value is higher).

                    "Invitation for Bids" means a written notice, given by
          the Agent to each Bank following the Agent's receipt of a proper
          Competitive Bid Quote Request from Borrower.

                    "Issuance Date" means, in relation to any Letter of
          Credit, the day on which such Letter of Credit is issued or is to
          be issued pursuant to this Agreement.

                    "Issuing Bank", means NCB or its successor as the Bank
          responsible for the issuance of Letters of Credit in accordance
          with Section 2.14.

                    "Late Charge" means with respect to any delinquent
          payment of principal or interest hereunder a fee that is equal to
          the greater of One Hundred and 00/100 Dollars ($100.00) or five
          percent (5.0%) of the delinquent payment, charged to Borrower or
          added to the unpaid balance of the Notes whenever any payment of
          principal or interest is not paid when due.

                    "Legal Requirements" means all applicable laws, rules,
          regulations, ordinances, judgments, orders, decrees, injunctions,
          arbitral awards, permits, licenses, authorizations, directions
          and requirements of all governments, departments, commissions,
          boards, courts, authorities, agencies, and officials and officers
          thereof, that are in effect now or at any time in the future.

                    "Letter of Credit" means any stand-by letter of credit
          issued by the Issuing Bank pursuant to this Agreement.

                    "Letter of Credit Fee" means a fee, payable to the
          Issuing Bank, equal to one-eighth of one percent (0.125%) of the
          Face Amount of each Letter of Credit, payable in advance for the
          issuance of each respective Letter of Credit.

                    "Letter of Credit Commission" means a commission,
          payable annually in advance to the Agent for the ratable benefit
          of the Banks, in an amount determined by multiplying the Face
          Amount of each Letter of Credit issued hereunder by the Libor
          Margin in effect as at the Issuance Date for such Letter of
          Credit.  The Letter of Credit Commission shall be paid annually
          in respect of each Letter of Credit, with the first year's
          payment being due and payable, in advance, on the Issuance Date
          therefor and subsequent years' payments (each of which shall be
          determined by multiplying the Face Amount of such Letter of
          Credit by the Libor Margin then in effect) being due and payable
          in advance on each anniversary thereof so long as such Letter of
          Credit remains outstanding.

                    "Letter of Credit Usage" means, as at the date on which
          the same is determined, the sum of (x) the aggregate of the Face
          Amounts of all Letters of Credit then outstanding, plus (y) the
          aggregate amount of all drawings under Letters of Credit honored
          by the Issuing Bank and not theretofore either reimbursed by
          Borrower or converted into Loans as provided in Section 2.14(e).

                    "Liabilities" means all indebtedness, obligations and
          other liabilities of Borrower and Borrower's Consolidated
          Subsidiaries, whether matured or unmatured, liquidated or
          unliquidated, direct or indirect, absolute or contingent, joint
          or several, secured or unsecured arising by contract, operation
          of law or otherwise, classified as liabilities in accordance with
          GAAP on a balance sheet of Borrower.

                    "Libor" means the rate (rounded upward to the next
          highest 1/100 of 1%) obtained by dividing (x) the rate of
          interest per annum determined by the Agent equal to the offered
          rates for deposits in U.S. Dollars of one, two, three, four or
          six-month periods (as the case may be) commencing of the first
          date of the applicable Interest Period for which such rate is
          determined as such rate appears on the Telerate system as of
          11:00 a.m. (London, England time) on the date which is two (2)
          Business Days preceding the first day of such Interest Period,
          for a period comparable to the duration of such Interest Period
          and in an amount comparable to the amount of the Libor Rate Loan
          to be outstanding during such Interest Period, by (y) a
          percentage equal to 100% minus the stated maximum rate of all
          reserves required to be maintained against "Libor Rate
          liabilities" as specified in Regulation D (or against any other
          category of liabilities which includes deposits by reference to
          which the interest rate on Libor Rate Loans or loans is
          determined or any category of extensions of credit or other
          assets which includes loans by a non-United States office of a
          bank to United States residents) on such date to any member bank
          of the Federal Reserve System.

                    "Libor Break Funding Costs" means an amount sufficient
          to reimburse each Bank for any and all loss, cost or expense
          actually incurred by such Bank as the result of the occurrence of
          any  Libor Break Funding Event, including, without limitation,
          (i) any loss incurred in obtaining, liquidating or reemploying
          deposits from third parties, but excluding loss of margin for the
          period after any such prepayment, and (ii) the excess, if any, of
          the amount of interest that otherwise would have accrued on the
          principal amount so paid, prepaid or repaid or not borrowed for
          the period, beginning with the date of such payment, prepayment
          or repayment until the last day of the Interest Period that would
          otherwise have been in effect for such Libor Rate Loan, at the
          applicable rate of interest for such Libor Rate Loan over the
          amount of interest that otherwise would have accrued on such
          principal amount at a rate per annum equal to the interest
          component of the amount each Bank would have bid in the London
          interbank market for dollar deposits of leading banks in amounts
          comparable to such principal amount and with maturities
          comparable to such period all as determined as of the date of the
          occurrence of the Libor Break Funding Event.

                    "Libor Break Funding Event" means any of the events or
          occurrences set forth in Sections 2.9(a) or 2.9(b).

                    "Libor Rate" means for each Interest Period applicable
          to each Libor Rate Loan, the sum of Libor plus the Libor Margin
          in effect as of the Draw Date for such Loan.
                    "Libor Rate Loan" means a Loan (without regard to
          whether the same is a Ratable Loan or a Competitive Bid Loan)
          which bears interest at the Libor Rate.

                    "Licenses and Permits" means all licenses, permits,
          registrations and recordings thereof and all applications for
          such licenses, permits and registrations now owned or hereafter
          acquired by Borrower and required or necessary for the business
          operations of Borrower.

                    "Lien" means any lien, mortgage, pledge, security
          interest, charge or other encumbrance of any kind, including any
          conditional sale or other title retention agreement, any lease in
          the nature thereof, and any agreement to give any security
          interest.

                    "Loan Documents" mean this Agreement, the Notes and any
          other agreement, instrument, certificate or document now or
          hereafter executed in connection with or pursuant to this
          Agreement, including without limitation the Letter of Credit
          applications submitted to the Agent by the Borrower pursuant to
          Section 2.14(a) of this Agreement, as the same may be modified,
          amended or supplemented from time to time.

                    "Loans" mean, collectively, the revolving credit loans,
          (each, singly, a "Loan"), including both all Ratable Loans and
          all Competitive Bid Loans, made or to be made to Borrower
          pursuant to this Agreement.

                    "Loan Year" means a period of twelve (12) consecutive
          calendar months beginning on the Closing Date (if the Closing
          Date occurs on the first day of a calendar month; in the event
          that the Closing Date occurs on any day other than the first day
          of a calendar month, the initial Loan Year shall be deemed to
          commence on and as of the first day of the initial calendar month
          occurring after the Closing Date), and on any anniversary of such
          date during the pendency of this Agreement.
                    "Market Value" means, as of any date, an amount equal
          to the sum of (i) Borrower's Capitalized Income Value, plus (ii)
          fifty percent (50%) of the book value of Borrower's Assets Under
          Development and Raw Land, plus (iii) one hundred percent (100%)
          of the value of cash equivalents owned and held by Borrower (all
          as of the date of determination of Market Value).

                    "Maximum Commitment" means the lesser of (i) One
          Hundred Million Dollars ($100,000,000.00), or (ii) the sum of the
          Credit Commitments.

                    "MIGRA" means MIG Realty Advisors, Inc., a Florida
          corporation.

                    "MIGRA Transactions" means a transaction, or series of
          related transactions, pursuant to which MIGRA will be merged with
          and into Borrower and Borrower shall acquire some, or all, of the
          conventional apartment projects and other properties as to which
          MIGRA or an Affiliate of MIGRA serves as manager or advisor as of
          the date hereof, all as contemplated by that certain Agreement
          and Plan of Merger, dated as of November 4, 1998, by and between
          Borrower and MIGRA.

                    "Moody's" means Moody's Investors Service, Inc.

                    "Multiemployer Plan" means a "multiemployer plan" as
          defined in Section 4001(a) (3) of ERISA which is maintained for
          employees of Borrower or any ERISA Affiliate of Borrower.

                    "Net Income" means the net income of Borrower and
          Borrower's Consolidated Subsidiaries as computed in accordance
          with GAAP, as reported in Borrower's most recent report on Forms
          10-Q or 10-K, as filed with the SEC.

                    "Net Worth" means, as of any date, Market Value as of
          such date less the aggregate of all then-outstanding Liabilities
          of Borrower and its Consolidated Subsidiaries.

                    "Notes" means, collectively, the promissory notes of
          Borrower in the form of Exhibit D (the "Ratable Notes") and
          Exhibit D-1 (the "Competitive Bid Notes"), which are to be dated,
          executed and delivered to Banks by Borrower on the date hereof.
          "Note" shall mean any one of the Notes, together with any
          amendment, modification, supplement or renewal thereof and with
          any instruments given in substitution or replacement thereof.

                    "Obligations" means, collectively, all of the
          indebtedness, obligations and liabilities existing on the date
          hereof or arising from time to time hereafter, whether direct,
          indirect, absolute, contingent, joint or several, matured or
          unmatured, liquidated or unliquidated, secured or unsecured,
          arising by contract, operation of law or otherwise, of Borrower
          to the Agent or any one or more of the Banks (i) in respect of
          the Loans made, or the Letters of Credit issued, pursuant to this
          Agreement; or (ii) under or in respect of any one or more of the
          Loan Documents. Obligations shall also include, without
          limitation, all interest, charges and other fees payable
          hereunder (or under any of the Loan Documents) by Borrower, or
          due hereunder (or under any of the Loan Documents) from Borrower
          to the Agent or any one or more of the Banks from time to time,
          together with all costs and expenses referred to in Section 9.5
          herein.

                    "Outstanding Amount" means, at any time, the aggregate
          of (x) the principal balance of all Ratable Loans and Competitive
          Bid Loans then outstanding hereunder, plus (y) the Face Amount of
          all Letters of Credit then outstanding hereunder, plus (z) the
          amount of any draw or disbursement made under any Letter of
          Credit which Borrower does not convert into a Loan or otherwise
          reimburse to the Issuing Bank as and when required by Section
          2.14, below.  Notwithstanding the foregoing to the contrary, the
          principal balance of any Competitive Bid Loans which may be
          outstanding from time to time shall be excluded from the
          Outstanding Amount solely for the purpose of calculating the
          amount of the Commitment Fee.

                    "Participation Percentage" means, in relation to a
          particular Bank, the percentage set forth with respect to such
          Bank on Schedule 1.
                    "Payment Authorization" means the form substantially in
          the form of attached Exhibit E, executed by Borrower and
          delivered to Agent notifying Agent of any payment by Borrower
          hereunder or under the Notes, and if appropriate, authorizing
          Agent to debit one or more designated accounts of Borrower for
          such payment amount.

                    "Person" shall include an individual, company,
          corporation, association, partnership, joint venture,
          unincorporated trade or business enterprise, trust, estate, or
          any other legal entity, or a government (Federal, state or
          local), court, arbitrator or any agency, instrumentality or
          official of the foregoing.

                    "Prime Rate" means the rate of interest as in effect
          from time to time of the Agent as its prime rate at its Head
          Office, whether or not the Agent shall at times lend to other
          borrowers at lower rates of interest; if there is no such prime
          rate, then such other rate as may be substituted by the Agent for
          its Prime Rate.

                    "Prime Rate Loan" means a Ratable Loan which bears
          interest at the Adjusted Prime Rate.

                    "Property" means all types of real, personal, tangible,
          intangible or mixed property.

                    "Pro Rata Share" means, in relation to any Ratable
          Loan, any Letter of Credit or any other item (other than
          Competitive Bid Loans) arising under this Agreement, the share of
          any Bank in such item, which shall be in the same proportion
          which the aggregate amount of all of the Obligations owing to
          such Bank with respect to such item at such time shall bear to
          the aggregate amount of all of the Obligations then owing to all
          of the Banks with respect to such item, net of any and all
          charges or fees due and payable to the Agent under the Loan
          Documents.

                    "Rate Option" means the Prime Rate or the Libor Rate.

                    "Ratable Loans" means those Loans, other than
          Competitive Bid Loans, made or to be made to Borrower under this
          Agreement.

                    "Raw Land" means all parcels of unimproved and
          undeveloped real property owned by Borrower or any of its
          Consolidated Subsidiaries.  For the purposes of this Agreement,
          Raw Land shall be valued at the then-current book value thereof
          (as determined in accordance with GAAP).

                    "Real Estate Project" means any income producing,
          multi-family apartment project to be acquired or renovated, or to
          be the subject of temporary "bridge" financing, with the proceeds
          of any Loan, as contemplated by Section 2.8(a), below.

                    "REIT" means a qualified real estate investment trust,
          as defined in the Code.

                    "Request For Advance" means the form, substantially in
          the form of attached Exhibit F, to be executed by Borrower and
          delivered to the Agent, requesting an advance of Loan proceeds
          hereunder, and, among other items, notifying the Agent of
          Borrower's intended use of such Loan proceeds.

                    "Request for Issuance of Letter of Credit" means the
          form, substantially similar to that which is attached hereto as
          Exhibit G, to be executed by Borrower and delivered to the Agent,
          requesting the issuance of a Letter of Credit and providing the
          information required in connection therewith by Section 2.14(a),
          below.

                   "Required Banks" means those Banks having sixty-six and
          two-thirds percent (66-2/3%) of the aggregate of all Banks'
          Credit Commitments.

                    "S&P" means Standard & Poor's, a division of
          McGraw-Hill, Inc.

                    "SEC" means the Securities and Exchange Commission or
          any successor agency.

                    "Securities" means any stock, shares, voting trust
          certificates, bonds, debentures, notes, or other evidences of
          indebtedness, secured or unsecured, convertible, subordinated or
          otherwise, or in general any instruments commonly known as
          "securities" or any certificates of interest, shares or
          participation in temporary or interim certificates for the
          purchase or acquisition of, or any right to subscribe to,
          purchase or acquire, any of the foregoing.

                    "Secured Debt" means any Indebtedness for Borrowed
          Money which is secured by any Lien upon any property or asset and
          any judgment lien in excess of $250,000 upon any property or
          asset.
                    "Service EBITDA" means, for any fiscal period of
          Borrower, that portion of Borrower's EBITDA which is attributable
          (in accordance with GAAP) to payments received by Borrower for
          its performance of services.

                    "Subsidiary" means any corporation in which Borrower
          (or a Subsidiary of Borrower) owns at least a majority of the
          securities having voting power for the election of directors.

                    "Termination Date" means the earliest of (i)
          September 26, 1998, subject to extension in accordance with
          Section 2.1(c), below; or (ii) the date upon which the entire
          outstanding principal balance of the Notes shall become due
          pursuant to the provisions hereof (whether as a result of
          acceleration by the Agent or the Required Banks or otherwise);
          (iii) the date on which the Credit Commitments shall terminate by
          virtue of Borrower's exercise of its option under Section 2.15,
          below; or (iv) the date upon which the Credit Commitments
          terminate pursuant to Section 7.2 hereof.

                    "Unencumbered Debt" means all Indebtedness for Borrowed
          Money which is not Secured Debt.

                    "Unencumbered EBITDA" means, for any fiscal quarter of
          Borrower, the aggregate of Service EBITDA for such period (not to
          exceed $375,000) and that portion of EBITDA which is
          attributable, under GAAP, to earnings derived from Unencumbered
          Real Estate Assets.

                    "Unencumbered Real Estate Assets" means all real estate
          projects (including Raw Land, Assets Under Development and
          income-producing apartment projects) owned by Borrower or any of
          Borrower's Consolidated Subsidiaries which are not subject to any
          Lien securing an obligation for the payment of money (other than
          real property taxes and assessments which are not then due and
          payable and Liens in favor of mechanics or material vendors which
          are being contested in accordance with the terms of this
          Agreement).

                                      ARTICLE 2.

                                      THE LOANS

                    Section 2.1  Commitments.  (a) Each Bank, severally and
          not jointly, agrees, upon the terms and subject to the conditions
          contained in this Agreement, to make Ratable Loans to Borrower
          and to issue, or participate as hereinafter provided in the
          issuance of, the Letters of Credit for Borrower, from time to
          time prior to the Termination Date.  The principal amount of each
          Bank's Pro Rata Share of each Ratable Loan shall be equal to such
          Bank's Participation Percentage of the aggregate principal amount
          of such Loan, and the amount of each Bank's Pro Rata Share in
          each Letter of Credit shall be equal to such Bank's Participation
          Percentage of the Face Amount of such Letter of Credit.

                    (b) From and after the Closing Date the Agent shall
          have the right to sell interests in this Agreement to additional
          lenders who shall become Banks under this Agreement; provided,
          however, that (x) the Agent shall not accept additional lenders
          if as a result of such addition the Maximum Commitment shall
          exceed One Hundred Million Dollars ($100,000,000.00), without the
          consent of Borrower and of all Banks; (y) such additional lenders
          shall be financial institutions having the authority to perform
          the obligations and exercise the rights of Banks hereunder; and
          (z) the amount of any such additional lender's Credit Commitment
          shall equal or exceed Five Million Dollars ($5,000,000).  Such
          additional lenders becoming Banks hereunder shall execute and
          deliver to the Agent an Assumption Agreement in the form of
          Exhibit H hereto, and the Agent shall have the right, without
          further consent of the Banks or Borrower, to amend, substitute
          and replace Schedule 1 hereto in order to reflect the Credit
          Commitment of such additional lenders.  Upon Borrower's receipt
          of notification that a Bank has executed an Assumption Agreement,
          Borrower shall execute and deliver to the Agent:  (i) an
          acknowledgment confirming the resulting amendment to Schedule 1;
          (ii) a Note and a Competitive Bid Note in the amount of such
          Bank's Credit Commitment; and (iii) a reaffirmation of the
          representations and warranties set forth in Article 4 hereof.
          Borrower's failure to execute such acknowledgment to the
          Assumption Agreement shall not in any way diminish or alter its
          obligations to such Bank, and such Bank shall have no duties or
          obligations hereunder until it has received from Borrower a Note
          in the amount of its Credit Commitment.  If the additional lender
          becoming a Bank pursuant to this 2.1(b) is replacing a lender
          which was theretofore a Bank, the Bank being so replaced shall
          surrender the Note previously issued to it by Borrower,
          concurrently with the payment in full of the indebtedness
          evidenced by such Note (together with all accrued but unpaid
          interest thereon) and with Borrower's execution and delivery to
          the new Bank of the Note required of it pursuant to clause (ii),
          above.

                    (c)  Provided that there is not then (or on the
          commencement of the extension term resulting from Borrower's
          exercise of the extension option set forth in this
          Section 2.1(c)) any Event of Default hereunder or under any other
          Loan Document, and no circumstance which would, with the passing
          of time or delivery of notice (or both) constitute such an Event
          of Default, Borrower may extend the Termination Date for
          successive and consecutive periods of one (1) year each,
          provided, as to each instance (x) that Borrower shall exercise
          such option by providing the Agent and each Bank with written
          notice of its election to do so not earlier than one hundred
          twenty (120) days, nor later than thirty (30) days prior to the
          first (or, if the Termination Date has theretofore been extended
          to permit the same, each successive) anniversary of the Closing
          Date; and (y) that the Agent and all of the Banks shall elect, in
          their discretion, to consent to each such extension of the
          Termination Date.

                    Section 2.2  Making the Ratable Loans.  (a) Each Bank
          will, subject to the terms and conditions of this Agreement, make
          an amount equal to its Participation Percentage in each Ratable
          Loan available to Borrower at such times and in such amounts as
          shall be requested by Borrower in compliance with Section 2.13,
          below.  Borrower may, subject to the terms and conditions of this
          Agreement, borrow on a revolving basis from the Banks from time
          to time until the Termination Date sums, the outstanding amount
          of which shall not, when added to the Letter of Credit Usage and
          the outstanding principal balance of all Competitive Bid Loans,
          exceed the Maximum Commitment at any time.  Each Ratable Loan
          shall be in an amount equal to or greater than One Million
          Dollars ($1,000,000.00); provided, however, (i) with regard to
          each Bank individually, the aggregate sum of each such Bank's Pro
          Rata Share of all outstanding Ratable Loans and its Pro Rata
          Share of the Letter of Credit Usage shall not exceed such Bank's
          Credit Commitment; and (ii) with regard to the Banks
          collectively, the aggregate sum of all Loans and the Letter of
          Credit Usage shall not exceed the Maximum Commitment.  The
          Borrower may borrow, repay and reborrow hereunder on and after
          the date hereof until the Termination Date, subject to the terms,
          provisions and limitations set forth herein.

                    (b)  The absolute and unconditional obligation of
          Borrower to repay to each Bank such Bank's respective Pro Rata
          Share of the principal of each Ratable Loan and the interest
          thereon, as well as Borrower's absolute and unconditional
          obligation to repay such Bank's respective Pro Rata Share of the
          Face Amount of each Letter of Credit together with any
          disbursements made under any Letter of Credit, as and when
          required as hereinafter provided, shall be evidenced by a
          separate Note for each Bank in the amount of its respective
          Credit Commitment dated as of the Closing Date, and substantially
          in the form of Exhibit D annexed to this Agreement. All payments
          under the Notes shall be made to the Agent at its Head Office,
          for the account of Banks; the Agent shall allocate all payments
          received from Borrower among all Banks in accordance with each
          Bank's Pro Rata Share.

                    Section 2.3  Competitive Bid Loans.

                         (a) General Provisions.

                              (i)  In addition to Ratable Loans made
          pursuant to this Agreement, but subject to the other terms and
          conditions hereof (including, without limitation, the requirement
          that the aggregate Outstanding Amount -- which for the purposes
          of this Section 2.3 shall include the outstanding principal
          amount of all Competitive Bid Loans -- not exceed the Maximum
          Commitment at any time), Borrower may, provided that there is
          then no Default or Event of Default hereunder, from time to time
          prior to the Termination Date request the Banks to make offers to
          make Competitive Bid Loans to Borrower.  Each Bank may (but shall
          not be obligated to) make such offers in response to Borrower's
          written request therefor given in accordance with the procedures
          set forth herein.  Borrower may (but shall not be obligated to)
          accept such offers in the manner provided in this Section 2.3.
          All of the Competitive Bid Loans shall be evidenced by the
          Competitive Bid Notes.

                              (ii)  No Competitive Bid Loan shall affect or
          limit the obligation of the Bank making such Competitive Bid Loan
          to continue to fund its entire Participation Percentage of all
          Ratable Loans and to participate in the issuance of all Letters
          of Credit thereafter made or issued hereunder, notwithstanding
          that the aggregate of (x) the outstanding principal balance of
          all Competitive Bid Loans made by such Bank, and (y) such Bank's
          Pro Rata share of all Ratable Loans and all Letters of Credit
          made or issued hereunder may exceed such Bank's Credit
          Commitment.  No Bank may, at any time, have outstanding
          Competitive Bid Loans hereunder in an aggregate amount greater
          than such Bank's Credit Commitment.  The aggregate principal
          balance of all Competitive Bid Loans which may be outstanding at
          any time shall not exceed fifty percent (50%) of the Maximum
          Commitment.  Borrower may not make more than three (3) requests
          for Competitive Bid Loans in any period of thirty (30)
          consecutive days, or more than one (1) request for Competitive
          Bid Loans in any ten (10) day period (without regard to whether
          such requests are made by means of Competitive Bid Quote Requests
          to the Agent or Direct Invitations to Bid issued by Borrower to
          all of the Banks).  Each request made by Borrower for Competitive
          Bid Loans (whether by means of its Competitive Bid Quote Requests
          to the Agent or Direct Invitations to Bid issued directly to all
          of the Banks) may invite offers to bid for as many as two (2)
          Competitive Bid Loans.  Notwithstanding any other provisions of
          this Agreement to the contrary, no Competitive Bid Loan may be
          continued at the expiration of its stated Interest Period; all
          Competitive Bid Loans shall, if not repaid at the end of the
         applicable Interest Period, either be replaced by a Ratable Loan
          or by another Competitive Bid Loan made in accordance with and
          subject to the terms and conditions of this Agreement.

                         (b) Funding the Competitive Bid Loans.  Each Bank
          making a Competitive Bid Loan shall place at the disposal of the
          Agent, at the Agent's Head Office not later than 12:00 noon
          Cleveland time on the Draw Date for such Competitive Bid Loan,
          the principal amount of such Competitive Bid Loan in immediately
          available and freely transferrable funds.  Provided that the
          conditions precedent applicable to such Loan under Article 3 of
          this Agreement shall be satisfied as at such Draw Date, the Agent
          shall disburse the proceeds of such Competitive Bid Loan to
          Borrower at the time and in the manner provided at Section 2.13
          of this Agreement.

                         (c)  Competitive Bid Loans Administered by
          the Agent.
                              (i)  If Borrower elects to have the Agent
          administer the solicitation and acceptance of offers to make
          Competitive Bid Loans, Borrower shall provide the Agent with
          written notice of such election, accompanied by Borrower's
          completed Competitive Bid Quote Request, by telecopy for the
          Agent's receipt not later than 9:00 A.M., Cleveland time, at
          least five (5) Business Days before the proposed Draw Date for
          each Competitive Bid Loan so requested.  Each Competitive Bid
          Quote Request submitted by Borrower shall specify:

                                   (1)  the proposed Draw Date and the
               proposed Interest Period for each Competitive Bid Loan so
               requested; and

                                   (2)  the requested principal amount of
               each such Competitive Bid Loan, which shall be in whole
               multiples of One Million Dollars ($1,000,000) and shall in
               no case be less than Five Million Dollars ($5,000,000).

          The Agent shall reject any Competitive Bid Quote Request which
          does not comply in all material respects with the form of
          Competitive Bid Quote Request appended as Exhibit B or which is
          not given as and when provided above; such rejection shall be
          confirmed by written notice from the Agent to Borrower by
          telecopy promptly after it occurs.

                              (ii)  Not later than 1:00 p.m., Cleveland
          time, on the same Business Day on which it receives a proper
          Competitive Bid Quote Request from Borrower, the Agent shall
          provide each Bank, by telecopy, with an Invitation for Bids
          consistent with the Competitive Bid Quote Request to which it
          pertains, reflecting Borrower's request to each Bank for its
          submission of a Competitive Bid Quote responsive to such
          Competitive Bid Quote Request.  Each Bank may, in its discretion
          (but shall have no obligation to), submit its Competitive Bid
          Quote in response to such Invitation in accordance with the
          procedure set forth herein.  Each Competitive Bid Quote shall be
          furnished to the Agent, by telecopy, not later than 1:00 p.m.
          Cleveland time at least four (4) Business Days before the
          proposed Draw Date for each requested Competitive Bid Loan.
          Notwithstanding the foregoing to the contrary, as to each
          Competitive Bid Loan procedure which is administrated by the
          Agent and for so long as NCB shall serve as the Agent hereunder,
          NCB may, in its capacity as a Bank, submit Competitive Bid Quotes
          only by providing Borrower with written notice of its election to
          do so, along with its Competitive Bid Quote, by telecopy, at
          least one-half hour before the relevant deadline for submission
          of Competitive Bid Quotes by the other Banks.  All Competitive
          Bid Quotes shall be irrevocable once given, provided, however,
          that any Bank which submits a Competitive Bid Quote which
          contains a manifest error may supplement such Competitive Bid
          Quote at any time prior to the Agent's transmission of its
          written notice to Borrower describing the Competitive Bid Quotes
          received by the Agent and including such original Competitive Bid
          Quote by providing the Agent, by telecopy, with a corrective
          Competitive Bid Quote (a "Corrective Quote") otherwise in
          accordance with the foregoing criteria, together with express
          written notice that such Corrective Quote is submitted for the
          purpose of correcting a manifest error in such Bank's original
          Competitive Bid Quote.

                              (iii)  Each Competitive Bid Quote shall be in
          the form attached hereto as Exhibit A, shall identify the Bank
          making such quote, shall constitute an offer by the Bank
          submitting such Competitive Bid Quote to make a Competitive Bid
          Loan to Borrower in the entire principal amount set forth in the
          application to Bid (or in such lesser principal amount as may
          result from apportionment by the Agent as hereinafter provided)
          and shall specify the following additional information:

                                   (1)  the proposed Draw Date and the
                    proposed Interest Period for the Competitive Bid Loan
                    contemplated thereby (which shall in each case
                    correspond to those requested in the relevant
                    Invitation for Bids); and

                                   (2)  the Competitive Libor Bid Rate for
                    such Competitive Bid Loan.

          The Agent shall reject Competitive Bid Quotes which are submitted
          after the applicable deadline as set forth above, which fail to
          include all of the information required above, which include
          additional or different terms than those requested in the
          applicable Invitation for Bids or which deviate in any fashion
          from the form of Competitive Bid Quote (by addition of qualifying
          language or otherwise) attached hereto as Exhibit A.  The Agent
          shall not disclose the contents of any Bank's Competitive Bid
          Quote to any other Bank prior to the Agent's receipt of
          Borrower's Competitive Bid Borrowing Notice.

                              (iv) At or before 5:00 p.m., Cleveland time,
          at least four (4) Business Days before the proposed Draw Date for
          each Competitive Bid Loan for which the Agent shall have received
          timely and proper Competitive Bid Quotes (or Corrective Quotes)
          submitted in accordance with the foregoing procedures, the Agent
          shall provide Borrower with written notice thereof, by telecopy.
          Such notice shall describe the aggregate principal amount of
          Competitive Bid Loans for which offers have been received for
          each Interest Period for which Competitive Bid Loans were
          requested in the relevant Bid Request and the respective
          principal amounts and Competitive Libor Bid Rates so offered.

                              (v) Borrower may accept offers to make
          Competitive Bid Loans only by providing the Agent with written
          notice, by telecopy, of its election to accept such offers not
          later than 11:00 a.m., Cleveland time, at least three (3)
          Business Days before the proposed Draw Date for any Competitive
          Bid Loan.  Such notice (a "Competitive Bid Borrowing Notice")
          shall specify the aggregate principal amount of the offers so
          accepted and the applicable interest rate therefor.  Borrower's
          failure to provide its Competitive Bid Borrowing Notice as and
          when specified in the preceding sentence shall constitute
          Borrower's unqualified rejection of all such offers.  Borrower
          may accept any proper Competitive Bid Quote provided that:

                                   (1)  the aggregate principal amount of
               all Competitive Bid Loans to be disbursed on a specified
               Draw Date may not exceed the applicable amount set forth in
               the related Competitive Bid Quote Request;

                                   (2)  acceptance of offers may only be
          made on the basis of the Competitive Libor Bid Rates set forth in
          such offers; and

                                   (3)  Borrower may not accept any offer
          that fails to comply with the requirements of this Agreement.

                              (vi)  If two or more Banks shall make
          Competitive Bid Quotes having identical Competitive Libor Bid
          Rates, the Agent shall apportion the principal amount of all such
          Competitive Bid Loans among such Banks in proportion to the
          respective Credit Commitments of the Banks submitting identical
          Competitive Bid Quotes (which shall be rounded upwards to the
          nearest multiple of $1,000.00).  Allocations by the Agent of the
          amounts of Competitive Bid Loans shall be binding and conclusive,
          absent manifest error.  The Agent shall, not later than
          5:00 p.m., Cleveland time, on the third Business Day before the
          applicable Draw Date, notify each Bank of its receipt of a
          Competitive Bid Borrowing Notice and the principal amounts of the
          Competitive Bid Loans allocated to each participating Bank.

                              (vii)  Borrower shall pay the Agent an
          administrative fee (the "Competitive Bid Fee") in the amount of
          One Thousand Two Hundred Fifty Dollars ($1,250) for each
          Competitive Bid Quote Request transmitted by Borrower to the
          Agent pursuant to this Section 2.4(c).  Each Competitive Bid Fee
          shall be deemed to have been earned by the Agent with respect to
          each Agent-administered Competitive Bid Loan solicitation process
          (without regard to whether any Bank shall issue or Borrower shall
          accept any Competitive Bid Quote in response thereto, or to
          whether any Competitive Bid Loan resulting from such Competitive
          Bid Request shall be funded).  The Competitive Bid Fee in respect
          of each such process may be deducted from the proceeds of each
          Agent-administered Competitive Bid Loan; Borrower and each Bank
          hereby expressly authorize the Agent to deduct its Competitive
          Bid Fee from the proceeds of each such Competitive Bid Loan.

                         (d)  Competitive Bid Loans Administered
          by Borrower.  (i) Borrower may request offers to make Competitive
          Bid Loans from all (but not less than all) of the Banks directly
          by providing each Bank and the Agent with its Direct Invitation
          to Bid not later than 1:00 p.m., Cleveland time, at least five
          (5) Business Days before the proposed Draw Date for the
          Competitive Bid Loans described therein.  Each Direct Invitation
          to Bid shall specify:

                                   (1) the proposed Draw Date and the
               proposed Interest Period for the Competitive Bid Loan so
               requested;

                                   (2) the requested principal amount of
               such Competitive Bid Loan, which shall be in whole multiples
               of One Million Dollars ($1,000,000) and shall in no case be
               less than Five Million Dollars ($5,000,000).

                              (ii) Each Bank may, in its discretion (but
          shall have no obligation to), submit its Competitive Bid Quote in
          response to such Direct Invitation in accordance with the
          procedure set forth herein.  Each Competitive Bid Quote shall be
          furnished to Borrower, by telecopy, not later than 1:00 p.m.
          Cleveland time at least four (4) Business Days before the
          proposed Draw Date for each requested Competitive Bid Loan.  All
          Competitive Bid Quotes shall be irrevocable once given, provided,
          however, that any Bank which submits a Competitive Bid Quote
          which contains a manifest error may supplement such Competitive
          Bid Quote at any time prior to the Borrower's acceptance of such
          original Competitive Bid Quote by providing Borrower, by telecopy
          with a Corrective Bid otherwise in accordance with the foregoing
          criteria, together with express written notice that such
          Corrective Bid is submitted for the purpose of correcting a
          manifest error in such Bank's original Competitive Bid Quote.
          Each Competitive Bid Quote shall identify the Bank making such
          quote, shall constitute an offer by the Bank submitting such
          Competitive Bid Quote to make a Competitive Bid Loan to Borrower
          in the entire principal amount set forth in the applicable Direct
          Invitation to Bid (or in such lesser principal amounts as may
          result from apportionment by the Borrower as hereinafter provided
          and shall specify the following additional information:

                                   (1)  the proposed Draw Date and the
                    proposed Interest Period for the Competitive Bid Loan
                    contemplated thereby (which shall in each case
                    correspond to those requested in the relevant Direct
                    Invitation for Bids);

                                   (2)  the Competitive Libor Bid Rate for
                    such Competitive Bid Loan; and

          Borrower shall reject Competitive Bid Quotes which are submitted
          after the applicable deadline as set forth above, which fail to
          include all of the information required above, which include
          additional or different terms than those requested in the
          applicable Invitation for Bids or which deviate in any fashion
          from the form of Competitive Bid Quote (by addition of qualifying
          language or otherwise) attached hereto as Exhibit B.  Borrower
          shall notify any Bank whose Competitive Bid Quote is so rejected
          by telecopy promptly after such rejection.  Borrower shall not
          disclose the contents of any Bank's Competitive Bid Quote to any
          other Bank prior to Borrower's acceptance of offers to make
          Competitive Bid Loans as provided in the following paragraph.

                              (iii) Borrower may accept offers to make
          Competitive Bid Loans only by providing the Agent and each Bank
          with written notice, by telecopy, of its acceptance or rejection
          of the offers submitted to it in response to its Direct
          Invitation to Bid not later than 11:00 a.m., Cleveland time, at
          least three (3) Business Days before the proposed Draw Date for
          any Competitive Bid Loan.  Borrower's failure to provide such
          notice as and when specified in the preceding sentence shall
          constitute Borrower's unqualified rejection of all such offers.
          Each acceptance notice shall specify the aggregate principal
          amount of the offers so accepted and the applicable interest rate
          therefor.  Borrower may accept any proper Competitive Bid Quote,
          provided that:

                                   (1)  the aggregate principal amount of
               all Competitive Bid Loans to be disbursed on a specified
               Draw Date may not exceed the applicable amount set forth in
               the related Competitive Bid Quote Request;

                                   (2)  acceptance of offers may only be
               made on the basis of the Competitive Libor Bid Rates set
               forth in such offers; and

                                   (3)  Borrower may not accept any offer
               that fails to comply with the requirements of this
               Agreement.

                              (iv)  If two or more Banks shall make
          Competitive Bid Quotes having identical Competitive Libor
          Margins, Borrower shall apportion the principal amount of all
          such Competitive Bid Loans among such Banks in proportion to the
          respective principal amounts offered by such Banks in their
          respective Credit Commitments of the Banks submitting identical
          Competitive Bid Quotes (which shall be rounded upwards to the
          nearest multiple of $1,000).  Allocations by Borrower of the
          amounts of Competitive Bid Loans shall be binding and conclusive,
          absent manifest error.

                    Section 2.4  Interest Payable on the Loans.

                    (a)  Method of Selecting Rate Options and Interest
          Periods.  Borrower shall select the Rate Option for each Ratable
          Loan and shall select the Interest Period applicable to each
          Ratable Libor Rate Loan from time to time.  Borrower shall give
          the Agent its irrevocable Request For Advance not later than 1:00
          p.m. Cleveland time at least one (1) Business Day before the Draw
          Date of each Ratable Prime Rate Loan and three (3) Business Days
          before the Draw Date for each Ratable Libor Rate Loan,
          specifying:

                    (i)  the Draw Date (which shall be a Business Day) for
                    such Loan;

                    (ii)  the aggregate amount of such Loan;

                    (iii)  the Rate Option selected for such Loan; and

                    (iv) in the case of each Libor Rate Loan, the Interest
                    Period applicable thereto.

          Each Libor Rate Loan shall bear interest from and including the
          first day of the Interest Period applicable thereto until (but
          not including) the last day of such Interest Period at the
          interest rate determined as applicable to such Libor Rate Loan.
          Borrower shall select Interest Periods with respect to Libor Rate
          Loans so that it is not necessary to pay a Libor Rate Loan prior
          to the last day of the applicable Interest Period in order to
          repay the Loans on the Termination Date.  Provided that no
          Default or Event of Default shall have occurred and be
          continuing, Borrower may elect to continue a Ratable Loan (but
          not a Competitive Bid Loan) as a Ratable Libor Rate Loan by
          giving irrevocable written, telephonic or telegraphic notice
          thereof to the Agent not less than three (3) Business Days prior
          to the last day of the then-current Interest Period applicable to
          such Ratable Libor Rate Loan, specifying the duration of the
          succeeding Interest Period therefor.  The continuation of any
          Ratable Libor Rate Loan as provided in the preceding sentence
          shall constitute the making of a new Libor Rate Loan in the
          principal amount of the Ratable Libor Rate Loan so continued and
          for the Interest Period selected as described above; the Draw
          Date for such new Libor Rate Loan shall be the first Business Day
          following the expiration of the Interest Period of the Loan so
          continued.  If the Agent does not receive timely notice of such
          election, Borrower shall be deemed to have elected to convert
          such Libor Rate Loan to a Prime Rate Loan at the end of the
          then-current Interest Period.  Provided that no Default or Event
          of Default shall have occurred and be continuing, Borrower may,
          on any Business Day, convert any outstanding Prime Rate Loan, or
          portion thereof, into a Libor Rate Loan in the same aggregate
          principal amount.  If Borrower desires to convert a Prime Rate
          Loan, it shall give the Agent prior written, telephonic or
          telegraphic notice at least three (3) Business Days prior to the
          requested conversion date, which notice shall specify the
          duration of the Interest Period applicable thereto.

                    (b)  Determination of Adjusted Prime Rate.  The Agent
          shall determine the Adjusted Prime Rate in effect from time to
          time.  Any change in the Adjusted Prime Rate shall, for all
          purposes of this Agreement and the other Loan Documents, become
          effective on the effective date of such change in the Prime Rate
          as announced by the Agent in accordance with the Agent's
          customary practices.

                    (c)  Payments.

                    (i)  Borrower shall pay to the Agent, for the account
                    of the Banks in accordance with their respective Pro
                    Rata Shares, monthly in arrears on the last Business
                    Day of each month beginning with the month following
                    the month in which the Closing Date occurs, interest on
                    the outstanding principal amount of the Adjusted Prime
                    Rate Loans at the annual rate equal to the Adjusted
                    Prime Rate; provided, however, that if Borrower elects,
                    pursuant to the final paragraph of Section 2.4(a), to
                    convert a Prime Rate Loan, or any portion thereof, to a
                    Libor Rate Loan, Borrower shall pay to the Agent, for
                    the account of the Banks in accordance with their
                    respective Pro Rata Shares, all accrued but unpaid
                    interest on the Prime Rate Loan, or such portion
                    thereof, being converted, for the period commencing on
                    the date of the last payment date under this
                    paragraph 2.4(c)(i) and concluding on the day
                    immediately preceding the first day of the Interest
                    Period for the Libor Rate Loan into which the Prime
                    Rate Loan is converted.

                    (ii)  Borrower shall pay to the Agent, for the account
                    of the Banks in accordance with their respective Pro
                    Rata Shares, interest, in arrears, on the outstanding
                    principal amount of the Ratable Libor Rate Loans at the
                    annual rate equal to the Libor Rate.  Such interest
                    shall be due and payable on the last Business Day of
                    the applicable Interest Period for each Libor Rate Loan
                    having an Interest Period of ninety (90) days or less;
                    for all other Libor Rate Loans, interest shall be
                    payable, in arrears as aforesaid, on (x) that Business
                    Day which is ninety (90) days after the respective Draw
                    Dates for such Libor Rate Loans; and (y) on the final
                    day of the Interest Period therefor.

                    (iii)  Borrower shall pay to the Agent, for the account
                    of each Bank having a Competitive Bid Loan outstanding
                    to Borrower, interest, in arrears, on the outstanding
                    principal balance of the Competitive Bid Loans at the
                    annual rate equal to the Competitive Libor Bid Rate
                    applicable to such Competitive Bid Loans.  Such
                    interest shall be due and payable on the last business
                    day of the applicable Interest Period for each
                    Competitive Bid Loan having an Interest Period of
                    ninety (90) days or less; for all other Competitive Bid
                    Loans, interest shall be payable, in arrears as
                    aforesaid, on (x) that Business Day which is ninety
                    (90) days after the respective Draw Dates for such
                    Competitive Bid Loans; and (y) on the final day of the
                    Interest Period therefor.

                    (d)  Interest on Overdue Payments; Default Interest
          Rate. If any payment of principal or interest, or any drawing or
          disbursement made under any Letter of Credit, is not paid when
          due, or prior to the expiration of the applicable period of grace
          (if any) therefor, the Agent, upon the request of the Required
          Banks, may charge and collect from Borrower, or may add to the
          unpaid balance of the Notes, a Late Charge.  The Agent may charge
          interest on the Late Charge at the Default Interest Rate until
          such time as the required payment of principal and interest
          (together with the Late Charge) is paid hereunder.  Any Late
          Charge charged and collected by the Agent shall be distributed to
          the Banks in accordance with their respective Pro Rata Shares.
          Any Late Charge charged and collected by the Agent in respect of
          any Competitive Bid Loan shall be distributed to the Banks making
          such Loan in proportion to their respective shares in such
          Competitive Bid Loans.  No failure by the Agent to charge or
          collect any Late Charge in respect of any delinquent payment
          shall be considered to be a waiver by the Agent or the Banks of
          any rights they may have hereunder, including without limitation
          the right subsequently to impose a Late Charge for such
          delinquent payment or to take such other actions as may then be
          available to them hereunder or at law or in equity, including but
          not limited to the right to terminate the Credit Commitments or
          to accelerate the Obligations pursuant to the terms of
          Section 7.2 hereof.  If the Notes have been accelerated pursuant
          to Section 7.2(b), or if an Event of Default hereunder or under
          any other Loan Document shall have occurred and be continuing,
          the outstanding principal balance of the indebtedness advanced
          under this Agreement, together with all accrued interest thereon
          and any and all other Obligations, shall bear interest from the
          date on which such amount shall have first become due and payable
          to the date on which such amount shall be paid (whether before or
          after judgment) at the Default Interest Rate.  Interest at the
          Default Interest Rate will continue to accrue and will (to the
          extent permitted by applicable law) be compounded daily until the
          Obligations in respect of such payment are discharged (whether
          before or after judgment).

                    Section 2.5  Repayments and Prepayments of Principal.

                    (a)  Repayments of Certain Loans. Borrower shall pay to
          the Agent, for the account of Banks in accordance with their
          respective Pro Rata Shares, within one (1) year from the Draw
          Date for such Loans, the amount of any and all Ratable Loans made
          to provide "bridge" or temporary financing in accordance with
          Section 2.8(a)(iv) below.

                    (b)  Optional Prepayments.  Without derogating from the
          mandatory prepayment requirements contained in Section 2.5(c)
          hereof, Borrower shall have the right to prepay the principal of
          the Loans in full or in part at any time and from time to time
          upon payment to Agent of all accrued interest to the date of
          payment; provided, however, that (i) all partial payments of
          principal shall be in an amount equal to or greater than Five
          Hundred Thousand and 00/100 Dollars ($500,000.00); and (ii) all
          Loans may be prepaid without penalty or premium; if Borrower
          shall prepay any Libor Rate Loan on a day other than the final
          day of the applicable Interest Period therefor, such prepayment
          must include an amount equal to the aggregate Libor Break Funding
          Costs applicable to or resulting from such prepayment in
          accordance with Section 2.9, below.

                    (c)  Mandatory Prepayments.

                    (i)  If at any time the Outstanding Amount exceeds the
                    Maximum Commitment, Borrower shall immediately prepay
                    all sums in excess of the Maximum Commitment.

                    (ii)  If (and on each occasion that) Borrower receives
                    any proceeds from the refinancing of any Real Estate
                    Project which is acquired or financed (in whole or in
                    part) with proceeds of any Loan, or which is financed,
                    in whole or part, by any financing supported by any
                    Letter of Credit issued hereunder, Borrower shall,
                    concurrently with the consummation of such refinancing,
                    prepay an amount equal to the lesser of (x) the
                    proceeds of such refinancing which would otherwise have
                    been payable to Borrower, net of the reasonable and
                    customary costs and out-of-pocket expenses incurred by
                    Borrower in connection with such refinancing
                    transaction (the "Net Refinancing Proceeds"); or
                    (y) the aggregate of all Loans made pursuant to this
                    Agreement in respect of such Real Estate Project; or
                    (z) the Face Amount of any Letters of Credit supporting
                    any financing for such Real Estate Project.  In any
                    instance in which any such Real Estate Project is
                    financed both by the proceeds of Loans and by other
                    financing which is supported by Letters of Credit
                    issued pursuant to this Agreement, the amount of the
                    mandatory prepayment which shall be required under this
                    Section 2.5(c)(ii) shall be the lesser of (aa) the Net
                    Refinancing Proceeds of such Real Estate Project, or
                    (bb) the aggregate of all Loans and the Face Amount of
                    all Letters of Credit issued in respect of, or
                    supporting any financing for, such Real Estate Project.

                    (iii)  If (and on each occasion that) a drawing or
                    disbursement is made under a Letter of Credit and
                    Borrower shall not reimburse the Issuing Bank therefor
                    (either by causing the amount of such drawing or
                    disbursement to be converted into a Loan or by paying
                    the Issuing Bank the amount of such drawing or
                    disbursement in immediately available funds), as and
                    when required by Section 2.14, below, Borrower shall
                    immediately repay an amount equal to the amount of such
                    drawing or disbursement, together with interest thereon
                    at the rate contemplated by Section 2.14, below.

                    (d)  Application of Prepayments.  Any prepayment under
          the Notes shall be applied by the Agent as set forth in Section
          2.6 hereof.  To the extent that any prepayment shall be applied
          to a Libor Rate Loan, the Agent shall (unless such prepayment
          shall result from the acceleration of the Notes following the
          occurrence of an Event of Default by Borrower) retain such amount
          until the expiration of the Interest Period applicable to such
          Libor Rate Loan, and shall apply such payment at such time so as
          to minimize the Libor Break Funding Costs otherwise applicable to
          such prepayment, unless specifically instructed by Borrower to
          pay, repay or prepay such Libor Rate Loan and nonetheless incur
          the applicable Libor Break Funding Cost.

                    (e)  Maturity.  Subject to the terms and conditions of
          this Agreement, Borrower will be entitled to reborrow all or any
          part of the principal of the Notes repaid or prepaid prior to the
          termination of the Credit Commitments.  The Credit Commitments
          shall terminate, and all of the indebtedness evidenced by each
          Note shall, if not sooner paid, be in any event absolutely and
          unconditionally due and payable in full by Borrower on the
          Termination Date.

                    (f)  Notice of Prepayments of Principal.  Borrower will
          provide the Agent at least (1) one Business Day's advance,
          written notice of Borrower's intention to make any voluntary
          prepayment of principal.  Such notice shall be irrevocable and
          shall specify the date of prepayment and the aggregate amount to
          be paid.  The Agent will promptly notify each Bank of its receipt
          of such notice.

                    Section 2.6  Payments and Computations.

                    (a)  Time and Place of Payments.  Except as
          specifically provided to the contrary in Section 2.14, below,
          each payment to be made by Borrower under this Agreement or any
          other Loan Document shall be made directly to the Agent at its
          Head Office, not later than 12:00 noon Cleveland Time, on the due
          date of each such payment, in immediately available and freely
          transferrable funds.  Any payment received after such time will
          be deemed to have been received on the next Business Day.  All
          payments of interest, principal and all other amounts owing
          hereunder or under the Notes or any other Loan Document shall be
          documented by Borrower's transmitting to the Agent, via telecopy,
          a Payment Authorization; the funds representing such payment
          shall be transferred to the Agent in accordance with such Payment
          Authorization.  On the same Business Day that it receives (or is
          deemed to receive) payments hereunder the Agent will distribute
          (or cause to be distributed) to each Bank, in immediately
          available and freely transferrable funds:  (x) such Bank's Pro
          Rata Share of such payments in respect of all items other than
          payments under Competitive Bid Loans, and (y) such Bank's share
          of all payments on account of any Competitive Bid Loans made by
          such Bank or in which such Bank has participated.

                    (b)  Application of Funds.  Notwithstanding anything
          herein to the contrary, and notwithstanding anything set forth in
          the Payment Authorization, the funds received by the Agent with
          respect to the Obligations shall be applied as follows:

                    (i)  No Default.  Provided that the Notes have not been
                    accelerated pursuant to Section 7.2(b), below, and
                    provided further that no Event of Default hereunder or
                    under any Loan Document shall have occurred and be
                    continuing at the time that the Agent receives such
                    funds, in the following manner: (a) first, to the
                    payment of all fees, charges, and other sums (other
                    than principal and interest) then due and payable to
                    the Agent or the Banks under the Notes, this Agreement
                    or the other Loan Documents; (b) second, to the payment
                    of all accrued but unpaid interest at the time of such
                    payment; and (c) third, to the payment of principal as
                    allocated by Borrower between Competitive Bid Loans and
                    Ratable Loans, with principal payments in respect of
                    the latter to be apportioned among the Banks in
                    accordance with their respective Pro Rata Shares.

                    (ii)  Default.  If the Notes have been accelerated
                    pursuant to Section 7.2(b), or if an Event of Default
                    hereunder shall have occurred and be continuing
                    hereunder or under the Notes or any of the other Loan
                    Documents at the time the Agent receives such funds, in
                    the following manner: (a) first to the payment or
                    reimbursement of the Banks and the Agent for all costs,
                    expenses, disbursements and losses which shall have
                    been incurred or sustained by the Banks or the Agent in
                    or incidental to the collection of the Obligations owed
                    by Borrower hereunder or the exercise, protection, or
                    enforcement by the Banks or the Agent of all or any of
                    the rights, remedies, powers and privileges of the
                    Banks and the Agent under this Agreement, the Notes, or
                    any of the other Loan Documents and in and towards the
                    provision of adequate indemnity to the Agent and any of
                    the Banks against all taxes or Liens which by law shall
                    have, or may have priority over the rights of the Agent
                    or the Banks in and to such funds; and (b) second to
                    the payment of all of the Obligations in accordance
                    with Section 2.6(b)(i) above, provided, however, that
                    in such case the principal of, and interest in respect
                    of, the Obligations shall be allocated among the Banks
                    in accordance with their respective Funded Percentages.

                    (c)  Payments on Business Days.  If any sum would (but
          for the provisions of this Section 2.6(c)) become due and payable
          on any day which is not a Business Day, then such sum shall
          become due and payable on the next succeeding Business Day, and
          interest payable on such sum shall continue to accrue and shall
          be adjusted by the Agent accordingly.

                    (d)  Computation of Interest.  All computations of
          interest payable under this Agreement, the Notes, or any of the
          other Loan Documents shall be computed by the Agent on the basis
          of the actual principal amount outstanding on each day during the
          payment period, and shall be calculated on the basis of the
          actual number of days elapsed during such period on the basis of
          a year consisting of three hundred and sixty (360) days.  The
          daily interest charge shall be one three-hundred-sixtieth
          (1/360th) of the annual interest amount.  Each determination of
          any interest rate by the Agent shall be conclusive and binding in
          the absence of manifest error. Absent manifest error, a
          certificate or statement signed by an authorized officer of the
          Agent shall be conclusive evidence of the amount of the
          Obligations due and unpaid as of the date of such certificate or
          statement.

                    Section 2.7  Payments to be Free of Deductions.  Each
          sum to be paid by Borrower under this Agreement, any Note, or any
          of the other Loan Documents shall be made in accordance with
          Section 2.6 hereof, without set-off, deduction or counterclaim
          whatsoever, and free and clear of taxes, levies, imposts, duties,
          charges, fees, deductions, withholdings, compulsory loans,
          restrictions or conditions of any nature now or hereafter imposed
          or levied by any governmental or taxing authority, unless
          Borrower is compelled by law to make any such deduction or
          withholding.  In the event that any such obligation to deduct or
          withhold is imposed upon Borrower with respect to any such
          payment: (a) Borrower shall be permitted to make the deduction or
          withholding required by law in respect of such payment, and (b)
          there shall become and be absolutely due and payable by Borrower
          to the Agent or such Bank on the date on which the said payment
          shall become due and payable, and Borrower hereby promises to pay
          to the Agent or such Bank on such date, such additional amount as
          shall be necessary to enable the Agent or such Bank to receive
          the same net amount which the Agent or such Bank would have
          received on such due date had no such obligation been imposed by
          law.  Notwithstanding the foregoing to the contrary, this
          Section 2.7 shall not apply in the case of any deductions or
          withholdings made in respect of taxes charged upon or by
          reference to the overall net income, profits or gains of the
          Agent or any Bank.

                    Section 2.8  Use of Proceeds.

                    (a)  Permitted Uses of Loan Proceeds.  Borrower
          represents, warrants and covenants to the Agent and to each Bank
          that all proceeds of the Loans shall be used by Borrower solely
          for the purpose of:

                    (i)  Acquiring Conventional Apartment Projects located
                    within the United States, which are similar to those
                    currently owned or operated by Borrower;

                    (ii)  Extending advances for the renovation of
                    multi-family apartment projects 100% owned by Borrower
                    or by a direct, wholly-owned subsidiary of Borrower;

                    (iii)  Providing funds for general working capital
                    needs; provided, however, that the aggregate amount of
                    all Loans outstanding at any time for such purpose
                    shall not exceed Fifteen Million Dollars
                    ($15,000,000.00);

                    (iv)  Providing "bridge" or temporary financing to
                    Borrower with respect to existing indebtedness secured
                    by mortgages, deeds of trust, or deeds to secure debt
                    encumbering income-producing multi-family apartment
                    projects 100% owned by Borrower or by a direct,
                    wholly-owned subsidiary of Borrower, provided:
                    (x) that the amount of Loans outstanding at any time
                    for such purpose shall not exceed Thirty Million
                    Dollars ($30,000,000.00); and (y) that each Loan for
                    such purpose shall be repaid within one (1) year after
                    the Draw Date for such Loan; and

                    (v)  Providing funds for the construction of
                    Conventional Apartment Projects which are Assets Under
                    Development; provided, however, that the aggregate
                    amount of all Loans outstanding at any time for such
                    purpose shall not exceed Thirty-Five Million Dollars
                    ($35,000,000).

                    (b)  Permitted Uses of Letters of Credit.  Borrower
          represents, warrants and covenants to the Agent and to each Bank
          that Letters of Credit shall be used solely for the purpose of
          providing credit enhancement for Borrower in connection with
          financings of Conventional Apartment Projects acquired or
          refinanced by Borrower (including but not limited to the
          replacement of existing letters of credit), and for no other
          purpose or purposes.

                    (c)  Recharacterization of Certain Loans.  If Borrower
          shall, in connection with its acquisition of a Conventional
          Apartment Project with the proceeds of a Loan made pursuant to
          Section 2.08(a)(i) of this Agreement, either invest Borrower's
          own funds or incur Indebtedness (other than to the Banks pursuant
          to this Agreement), in either case for the purpose of funding a
          portion of such acquisition, Borrower shall, subject to all of
          the terms and conditions set forth in this Agreement, be entitled
          to borrow an amount equal to the amount so invested or financed.
          If Borrower should request a Loan for the foregoing purpose,
          Borrower shall submit a Request for Advance therefor to the Agent
          in accordance with Section 2.13 of this Agreement within ninety
          (90) days after the date of Borrower's acquisition of such
          Conventional Apartment Project.  Such Request for Advance shall
          include, in addition to all of the information required of
          Borrower under this Agreement, a statement from Borrower to the
          effect that the Loan requested thereby is for the purpose set
          forth in this Section 2.08(c), and a description acceptable to
          the Agent of the sources and uses of the investment or
          Indebtedness for which such Loan is sought.  Any such Request for
          Advance shall be subject, among other things, to all of the
          conditions to funding contained or referred to in Section 3.2,
          below.  Any Loans disbursed for the purposes described in this
          paragraph shall be deemed to be Loans for the purposes of the
          acquisition of Conventional Apartment Projects pursuant to
          Section 2.08(a)(i).  Borrower shall be entitled to request Loans
          for the purposes described in this Section 2.08(c) not more often
          than once per calendar month, and the minimum amount of any Loan
          so requested shall be One Million Dollars ($1,000,000).

                    (d)  Prohibited Uses.  Borrower represents, warrants
          and covenants to the Agent and to each Bank that the proceeds of
          all Loans shall be used only for the permitted uses described in
          the foregoing paragraph, and that no part of the proceeds of any
          Loans will be used (directly or indirectly) so as to result in a
          violation of Regulations G, T, U or X of the Board of Governors
          of the Federal Reserve System or for any other purpose violative
          of any rule or regulation of such Board.

                    Section 2.9  Libor Break Funding Costs.  Borrower shall
          pay to the Agent, for the benefit of the Banks entitled thereto,
          the Libor Break Funding Costs that the Agent determines are
          attributable to:

                    (a)  any payment (including, without limitation, the
          acceleration of the Loans pursuant to this Agreement or any Loan
          Document), repayment, mandatory or optional prepayment, or
          conversion of a Libor Rate Loan for any reason on a date other
          than the last day of the Interest Period for such Libor Rate
          Loan; or

                    (b)  any failure by Borrower for any reason to borrow a
          Libor Rate Loan on the date for such borrowing specified in the
          relevant notice of borrowing or Request for Advance given
          pursuant to this Agreement.

          All Libor Break Funding Costs attributable to Ratable Libor Rate
          Loans shall be for the ratable benefit of the Banks.  All such
          costs in respect of Competitive Bid Loans shall be on account of
          those Banks which have funded such Competitive Bid Loans.

                    Section 2.10  Additional Costs.

                    (a)  Notwithstanding any conflicting provision of this
          Agreement to the contrary, if any applicable law or regulation
          not in effect as of the date hereof shall (i) subject the Agent
          or any Bank to any tax, levy, impost, duty, charge, fee,
          deduction or withholding of any nature with respect to any Loan
          or Letter of Credit, this Agreement, any Note, or any of the
          other Loan Documents or the payment by Borrower of any amounts
          payable to the Agent or any Bank hereunder or thereunder; or
          (ii) materially change, in the reasonable opinion of the party so
          affected, the basis of taxation of payments to the Agent or any
          Bank of the principal of or the interest on any Note or any other
          amounts payable to the Agent or any Bank under this Agreement, or
          any of the other Loan Documents; or (iii) impose or increase or
          render applicable any special or supplementary special deposit or
          reserve or similar requirements (whether or not having the force
          of law) against assets held by, or deposits in or for the account
          of, or any eligible liabilities of, or loans by any office or
          branch of, the Agent or any Bank; or (iv) impose on the Agent or
          any Bank any other condition or requirement with respect to this
          Agreement, any Note, or any of the other Loan Documents, and if
          the result of any of the foregoing is (A) to increase the cost to
          the Agent or any Bank of making, funding or maintaining all or
          any part of the principal of the Loans or of issuing, maintaining
          or making draws or disbursements under the Letters of Credit, or
          (B) to reduce the amount of principal, interest or any other sum
          payable by Borrower to the Agent or any Bank under this
          Agreement, any Note, or any of the other Loan Documents, or
          (C) to require the Agent or any Bank to make any payment or to
          forego any interest or other sum payable by Borrower to the Agent
          or any Bank under this Agreement, any Note, or any of the other
          Loan Documents, the amount of which payment or foregone interest
          or other sum is measured by or calculated by reference to the
          gross amount of any sum receivable or deemed received by the
          Agent or any Bank from Borrower under this Agreement, any Note,
          or any of the other Loan Documents, then, and in each such case,
          Borrower will pay to the Agent for the Agent or the account of a
          Bank, as the case may be, within sixty (60) days of written
          notice by the Agent or such Bank, such additional amounts as will
          (in the reasonable opinion of the Agent or such Bank, as the case
          may be) be sufficient to compensate the Agent or such Bank for
          such additional cost, reduction, payment or foregone interest or
          other sum.  Anything in this paragraph to the contrary
          notwithstanding, the foregoing provisions of this paragraph shall
          not apply in the case of any additional cost, reduction, payment
          or foregone interest or other sum resulting solely from or
          arising solely as a consequence of any taxes charged upon or by
          reference to the overall net income, profits or gains of the
          Agent or any Bank.

                    (b)  If any present or future applicable law shall make
          it unlawful for Borrower to perform any one or more of its
          agreements or obligations under this Agreement, any Note or any
          of the other Loan Documents, then the obligations of the Banks
          under their respective Credit Commitments shall terminate
          immediately. If any present or future applicable law shall make
          it unlawful for Borrower to perform any one or more of its
          agreements or obligations under this Agreement, any Note, or any
          of the other Loan Documents, and the Agent or any Bank shall at
          any time determine (which reasonable determination shall be
          conclusive and binding on Borrower) (i) that, as a consequence of
          the effect or operation (whether direct or indirect) of any such
          applicable law, any one or more of the rights, remedies, powers
          or privileges of the Agent or any Bank under or in respect of
          this Agreement, any Note, or any of the other Loan Documents
          shall be or become invalid, unenforceable or materially
          restricted; and (ii) that all or any one or more of the rights,
          remedies, powers and privileges so affected are of material
          importance to the Agent or any Bank (as determined by the party
          so affected), then the Agent shall, at the direction of the
          Required Banks, by giving notice to Borrower, declare all of the
          Obligations, including, without limitation, the entire unpaid
          principal of the Notes, all of the unpaid interest accrued
          thereon and any and all other sums due and payable by Borrower to
          the Agent or the Banks under this Agreement, any Note, and any of
          the other Loan Documents, to be immediately due and payable, and,
          thereupon, such Obligations shall (if not already due and
          payable) forthwith become and be due and payable without further
          notice or other formalities of any kind, all of which are hereby
          expressly waived.

                    (c)  If the Agent or any Bank shall reasonably
          determine that any law, rule or regulation not in effect as of
          the date hereof regarding capital adequacy, or in the event of
          any change in any existing such law, rule or regulation or in the
          interpretation or administration thereof by any governmental
          authority, central bank or comparable agency charged with the
          interpretation or administration thereof, or compliance by any
          Bank with any request or directive regarding capital adequacy
          (whether or not having the force of law) from any such authority,
          central bank or comparable agency, has or would have the effect
          of reducing the rate of return on such Bank's capital, as a
          consequence of its obligations hereunder, to a level below that
          which such Bank could have achieved but for such adoption, change
          or compliance (taking into consideration such Bank's policies
          with respect to capital adequacy) by any amount deemed by such
          Bank to be material, then Borrower shall pay to such Bank upon
          demand such amount or amounts, in addition to the amounts payable
          under the other provisions of this Agreement or any other Loan
          Document, as will compensate such Bank for such reduction.
          Determinations by any Bank of the additional amount or amounts
          required to compensate such Bank in respect of the foregoing
          shall be conclusive in the absence of manifest error.  In
          determining such amount or amounts, each Bank may use any
          reasonable averaging and attribution methods of general
          application.

                    Section 2.11  Indemnification for Losses. Without
          derogating from any of the other provisions of this Agreement or
          any of the other Loan Documents, Borrower hereby absolutely and
          unconditionally agrees to indemnify the Agent and each Bank, upon
          demand at any time and as often as the occasion therefor may
          require, against any and all claims, demands, suits, actions,
          damages, losses, costs, expenses and all other liabilities
          whatsoever which the Agent or any Bank or any of their respective
          directors, officers, employees or agents may sustain or incur as
          a consequence of, on account of, in relation to or in any way in
          connection with (a) any failure by Borrower to pay, punctually on
          the due date thereof, any amount payable under this Agreement,
          any Note, or any of the other Loan Documents beyond the
          expiration of the period of grace (if any) applicable thereto, or
          (b) the acceleration, in accordance with Section 7.2 hereof, of
          the maturity of any of the Obligations, or (c) any failure by
          Borrower to perform or comply with any of the terms and
          provisions of this Agreement, any Note or any of the other Loan
          Documents.  Such claims, demands, suits, actions, damages,
          losses, costs or expenses shall include, without limitation
          (i) any costs incurred by the Agent or any Bank in carrying funds
          to cover any overdue principal, overdue interest or any other
          overdue sums payable by Borrower under this Agreement, any Note,
          or any of the other Loan Documents; (ii) any interest payable by
          the Agent or any Bank to the lenders of the funds borrowed by the
          Agent or any Bank in order to carry the funds referred to in
          clause (i) of this Section 2.11; and (iii) any losses (but
          excluding losses of anticipated profit) incurred or sustained by
          the Agent or any Bank in liquidating or re-employing funds
          acquired from third parties to make, fund or maintain all or any
          part of the Loans or to issue, maintain or make draws or
          disbursements under the Letters of Credit.

                    Section 2.12  Statements by the Agent or any Bank.  A
          statement signed by an officer of the Agent or any Bank (as the
          case may be) setting forth any additional amount required to be
          paid by Borrower to the Agent or such Bank under Sections 2.10
          and 2.11 hereof shall be submitted by the Agent or such Bank to
          Borrower in connection with each demand made at any time by the
          Agent (with copies thereof delivered to each other Bank) or such
          Bank under either of such Sections.  A claim by the Agent or any
          Bank for all or any part of any additional amounts required to be
          paid by Borrower under Sections 2.10 and 2.11 hereof may be made
          before or after any payment to which such claim relates.  Each
          such statement shall, in the absence of manifest error,
          constitute conclusive evidence of the additional amount required
          to be paid to the Agent or such Bank.

                    Section 2.13  Requests for Advances.  (a) All requests
          for draws, advances, or disbursements of the proceeds of Ratable
          Loans shall be made by Borrower, in writing, on a Request for
          Advance in the form of Exhibit F hereto.  Such Requests for
          Advance may be transmitted to the Agent at its Head Office via
          fax or telecopy, provided that Borrower immediately notify the
          Agent by telephone of such transmission.  All such Requests for
          Advance for Ratable Loans for working capital purposes as
          contemplated by Section 2.8(a)(iii) shall be transmitted to and
          received by the Agent not later than 1:00 p.m. Cleveland Time, on
          the Business Day prior to the Draw Date specified on such Request
          for Advance subject, however, to such longer period as may be
          required pursuant to Section 2.4, above.  All such Requests for
          Advance for Ratable Loans for any other purposes permitted by
          Section 2.8(a) shall be transmitted to and received by the Agent
          not later than 1:00 p.m., Cleveland Time, on a Business Day which
          is not less than five (5) Business Days prior to the Draw Date
          specified on such Request for Advance; all such Requests for
          Advance for such Ratable Loans shall be accompanied by (x) a
          written certification, signed by a duly authorized officer of
          Borrower (or a properly designated delegate of such an officer),
          indicating Borrower's Debt Rating as of the date of such Request
          for Advance, and (y) such documents, reports and other materials
          as may be necessary to enable the Agent (and each Bank) to
          confirm that the conditions precedent to the disbursement of such
          requested Loan have been satisfied.

                    (b)  The Agent shall notify the Banks promptly by
          telephone of Agent's receipt of Borrower's Request for Advance,
          but in no event shall Agent notify the Banks later than 5:00 p.m.
          Cleveland Time, on the day on which the Agent actually receives
          the applicable Request for Advance.  In addition, the Agent shall
          provide each Bank with a copy of each such Request for Advance,
          together with all accompanying materials, promptly upon the
          Agent's receipt thereof, and shall provide each Bank with a
          statement showing the Agent's calculation of its respective
          Participation Percentage of each Ratable Loan so requested.  Each
          Bank will, upon receiving notice from the Agent of Borrower's
          Request for Advance, become and be obligated to place at the
          disposal of the Agent, not later than 12:00 noon Cleveland Time
          on the Draw Date set forth on such Request for Advance, an
          aggregate amount in dollars equal to such Bank's Participation
          Percentage of each Ratable Loan requested. The payment by each
          such Bank of such aggregate amount shall be made to the Agent at
          the Agent's Head Office in immediately available and freely
          transferrable funds.

                    (c)  The Agent shall disburse the proceeds of each Loan
          to Borrower, in immediately available funds, not later than
          1:30 p.m., Cleveland time, on the Draw Date described therefor,
          provided that:  (x) Borrower shall have provided the Agent with a
          Request for Advance for each Ratable Loan as and when provided
          above; (y) all of the conditions precedent applicable to such
          Loan under Article 3, below, shall be satisfied as at the Closing
          Date or such later Draw Date as may be applicable to such Loan;
          and (z) each Bank shall fund the amount equal to its
          Participation Percentage in each Ratable Loan as provided in
          Section 2.13(b), above.  If after Borrower shall have provided
          the Agent with its Request for Advance for any Ratable Loan, and
          provided that all of the conditions precedent for the making of
          such Ratable Loan shall have been satisfied, one or more of the
          Banks shall for any reason not fund its Participation Percentage
          in such Ratable Loan, the Agent shall so notify Borrower.  If in
          such event Borrower shall so request, the Agent shall advance
          that portion of such Ratable Loan equal to the aggregate of the
          funding Banks' Participation Percentages thereof, without thereby
          waiving or releasing any right or claim that the Agent or
          Borrower may have as against any Bank which failed to fund its
          Participation Percentage in such Loan as and when required under
          Section 2.13(b).

                    Section 2.14.  The Letters of Credit.

                    (a)  Issuance of Letters of Credit; Conditions and
          Limitations.  Upon the terms and conditions set forth in this
          Agreement, Borrower may request, in accordance with the
          provisions of this Section 2.14, that the Issuing Bank issue one
          or more Letters of Credit for the account of Borrower from time
          to time prior to the Termination Date.  If Borrower desires the
          issuance of a Letter of Credit, it shall deliver to the Agent a
          Request for Issuance of Letter of Credit in form substantially
          similar to that which is attached hereto as Exhibit G and made a
          part hereof by this reference, no later than 1:00 p.m. (Cleveland
          time) at least five (5) Business Days before the proposed
          Issuance Date therefor.  The Request for Issuance of Letter of
          Credit shall be accompanied by a Letter of Credit Application, on
          the Issuing Bank's then-customary form, and shall contain the
          following information with respect to each requested Letter of
          Credit: (i) its proposed Issuance Date (which shall be a Business
          Day), (ii) its proposed Face Amount, (iii) its proposed
          expiration date, (iv) the name and address of its proposed
          beneficiary, and (v) a summary of its purpose and contemplated
          terms.  Borrower shall, in addition, furnish (x) a certificate,
          signed by a duly authorized officer of Borrower (or a properly
          designated delegate of such an officer), indicating Borrower's
          Debt Rating as of the date of such Request for Issuance of a
          Letter of Credit; and (y) a precise description of any documents
          to be presented under, and any other terms of, the requested
          Letter of Credit, together with the text of any certificate to be
          presented by the beneficiary which, if presented by the
          beneficiary prior to the expiration date of the Letter of Credit,
          would require the Issuing Bank to make payment under the Letter
          of Credit. No Letter of Credit shall require payment against a
          conforming draft to be made thereunder on the same Business Day
          that such draft is presented if such presentation is made after
          10:00 A.M. (Cleveland time) on such Business Day.  The minimum
          Face Amount of any Letter of Credit shall be One Million Dollars
          ($1,000,000).  The issuance of each Letter of Credit shall be
          subject to the satisfaction, on the Issuance Date for each Letter
          of Credit, of all of the conditions precedent set forth in
          Section 3.2, below, and to the following additional limitations:

                         (i)  Borrower shall not request the issuance
                    of a Letter of Credit if, after giving effect to
                    the issuance of such Letter of Credit, the Letter
                    of Credit Usage would equal or exceed Ten Million
                    Dollars ($10,000,000);

                         (ii)  Borrower shall not request the issuance
                    of a Letter of Credit if, after giving effect to
                    the issuance of such Letter of Credit, the
                    Outstanding Amount would exceed the Maximum
                    Commitment; and

                         (iii)  In no event shall the Issuing Bank
                    issue any Letter of Credit having an expiration
                    date later than the first to occur of
                    (x) Termination Date or (y) one (1) year after its
                    Issuance Date; provided that, subject to the
                    foregoing clause (x), this clause (y) shall not
                    prevent the Issuing Bank from agreeing that a
                    Letter of Credit will automatically be renewed for
                    a period not to exceed one (1) year if the Issuing
                    Bank does not cancel such renewal, provided that
                    at any such renewal date all of the conditions to
                    the issuance of a Letter of Credit and set forth
                    or referred to in this Section 2.14(a) shall be
                    satisfied.

                    (b)  Issuance of Letters of Credit; Purchase of
          Participations Therein.  Upon receipt by the Agent of a Request
          for Issuance of Letter of Credit from Borrower, the Agent shall
          promptly so notify each Bank, and shall provide each Bank with a
          copy of such Request for Issuance of Letter of Credit.  Provided
          that all of the conditions precedent to the issuance of the
          requested Letter of Credit have been satisfied, the Issuing Bank
          shall cause each Letter of Credit properly requested hereunder to
          be issued as requested by Borrower in accordance with the terms
          of the respective Request for Issuance for Letter of Credit
          therefor.  Immediately upon the issuance of each Letter of
          Credit, each Bank (other than the Issuing Bank) shall be deemed
          to have irrevocably purchased from the Issuing Bank a
          participation in such Letter of Credit and any and all drawings
          and disbursements thereunder in an amount equal to such Bank's
          Pro Rata Share of the Face Amount of such Letter of Credit, and
          each Bank hereby covenants and agrees to purchase and pay for
          such participation on the terms and subject to the conditions set
          forth in this Section 2.14.

                    (c)  Payment in Certain Circumstances.  Each Letter of
          Credit may provide that the Issuing Bank may (but shall not be
          required to) pay the beneficiary thereof upon the occurrence of
          an Event of Default and the acceleration of the maturity of the
          Loans or, if payment is not then due to the beneficiary, provide
          for the deposit of funds in an account to secure payment to the
          beneficiary, and that any funds so deposited shall be paid to
          such beneficiary provided that all conditions to such payment are
          satisfied, or returned to the Issuing Bank for distribution to
          the Banks (or, if all Obligations then shall have been
          indefeasibly paid in full, to Borrower) if no payment to such
          beneficiary has been made and if the final date available for
          drawings under the Letter of Credit has passed.  Each payment or
          deposit of funds by the Issuing Bank as provided in this
          paragraph shall be treated for all purposes of this Agreement as
          a drawing duly honored by the Issuing Bank under the related
          Letter of Credit.

                    (d)  Termination of Credit Commitments.  If for any
          reason the Credit Commitments shall terminate when any Letter of
          Credit is outstanding, Borrower shall, on or prior to the date of
          such termination:  (i) cause each outstanding Letter of Credit to
          be cancelled, and an amount equal to all amounts previously drawn
          under Letters of Credit and not theretofore reimbursed by
          Borrower or converted into Loans pursuant to Section 2.14(e) to
          be paid immediately to or as directed by the Issuing Bank; or
          (ii) deposit, with the Agent, an amount equal to the Letter of
          Credit Usage to secure all outstanding Letters of Credit which
          are not cancelled as described in the preceding clause.

                    (e)  Payment of Amounts Drawn Under Letters of Credit.
          Upon receipt by the Issuing Bank of any request for drawing under
          its Letter of Credit by the beneficiary thereof, the Issuing Bank
          shall notify Borrower and the Agent promptly after its receipt of
          notice of any such request, and in any event at least two (2)
          Business Days prior to the date on which the Issuing Bank intends
          to honor such drawing (unless under the terms of the Letter of
          Credit the Issuing Bank is required to honor a drawing prior to
          the second Business Day after presentation of a request for
          drawing, in which case the Issuing Bank shall provide Borrower
          and the Agent with such notice of such request as may be
          practicable under the circumstances).  The Agent shall provide
          each Bank with a true and complete copy of such notice within one
          (1) Business Day of the Agent's receipt of the same.  Borrower
          shall, and hereby covenants and agrees to, reimburse the Issuing
          Bank on the day on which such drawing is honored in an amount, in
          immediately available funds, equal to the amount of such drawing;
          provided that (i) unless Borrower shall have notified the Agent
          prior to 11:00 A.M. (Cleveland time) on the Business Day
          immediately prior to the date of such drawing that Borrower
          intends to reimburse the Issuing Bank for the amount of such
          drawing with funds other than the proceeds of Loans, Borrower
          shall be deemed to have given a Request for Advance to the Agent
          requesting a Prime Rate Loan on the date on which such drawing is
          honored, in the amount of such drawing; and (ii) the Banks shall,
          on the date of such drawing, make Loans in the amount of such
          drawing, the proceeds of which shall be applied directly by the
          Agent to reimburse the Issuing Bank for the amount of such
          drawing; and provided further, that if for any reason proceeds of
          such Loans are not received by the Issuing Bank on such date in
          an amount equal to the amount of such drawing, Borrower shall
          reimburse the Issuing Bank, on the next Business Day, in an
          amount equal to the excess of the amount of such drawing over the
          amount of such Loans which are actually received, plus accrued
          interest on such amount at the Default Interest Rate.

                    (f)  Payment by Banks.  If Borrower shall fail to
          reimburse the Issuing Bank as and when required above for the
          amount of any drawing honored by the Issuing Bank under a Letter
          of Credit issued by it, the Issuing Bank shall promptly notify
          each Bank of the unreimbursed amount of such drawing and of such
          Bank's respective Pro Rata Share thereof.  Each Bank shall make
          available to the Issuing Bank an amount equal to its respective
          Pro Rata Share of such unreimbursed drawing, in immediately
          available funds, at the office of the Issuing Bank specified in
          such notice, not later than 12:00 p.m. (Cleveland time) on the
          first Business Day after such Bank's receipt of such notice from
          the Issuing Bank.  If any Bank fails so to make available to the
          Issuing Bank the amount of such Bank's Pro Rata Share of such
          Letter of Credit, the Issuing Bank shall be entitled to recover
          such amount on demand from such Bank, together with interest at
          the customary rate set by the Issuing Bank for the correction of
          errors among banks.  Nothing in this provision shall prejudice
          the right of any Bank to recover from the Issuing Bank any
          amounts made available by such Bank to the Issuing Bank pursuant
          to this provision in the event that it is determined by a court
          of competent jurisdiction that the payment with respect to a
          Letter of Credit by the Issuing Bank in respect of which payment
          was made by the Issuing Bank constituted gross negligence or
          willful misconduct on the part of the Issuing Bank.  The Issuing
          Bank shall, or shall cause the Agent to, distribute to each other
          Bank which has paid all amounts payable by it under this Section
          2.14(f) with respect to any Letter of Credit issued by the
          Issuing Bank such other Bank's Pro Rata Share of all payments
          received by the Issuing Bank from Borrower in reimbursement of
          drawings honored by the Issuing Bank under such Letter of Credit
          when such payments are received.

                    (g)  Compensation.  Borrower agrees to pay the
          following amounts with respect to each Letter of Credit issued
          pursuant to this Agreement:

                         (i)  a Letter of Credit Fee equal to 1/8 of
                    1% of the Face Amount of such Letter of Credit,
                    payable in advance to the Issuing Bank on the
                    Issuance Date of such Letter of Credit; and

                         (ii)  a Letter of Credit Commission in an
                    amount equal to the Libor Margin in effect as of
                    the Issuance Date of such Letter of Credit,
                    multiplied by the Face Amount of such Letter of
                    Credit, payable, in advance, to the Agent for the
                    ratable benefit of the Banks, on the Issuance Date
                    of such Letter of Credit (and, solely in the case
                    of Letters of Credit which are renewed after the
                    expiration of the initial period thereof, on each
                    renewal date for so long as such Letters of Credit
                    remain outstanding); and

                         (iii)  with respect to the issuance, amendment or
                    transfer of each Letter of Credit and each drawing made
                    thereunder, documentary and processing charges in
                    accordance with the Issuing Bank's standard schedule
                    for such charges in effect at the time of such
                    issuance, amendment, transfer or drawing, as the case
                    may be.

          Promptly upon receipt by the Agent of the Letter of Credit
          Commission, the Agent shall distribute to each Bank its Pro Rata
          Share of such amount.

                    (h)  Obligations Absolute.  The obligation of Borrower
          to reimburse the Issuing Bank for drawings made under the Letters
          of Credit and the obligations of the Banks under Section 2.14(f)
          shall be unconditional and irrevocable, and shall be paid
          strictly in accordance with the terms of this Agreement under all
          circumstances including, without limitation, the following:

                         (i)  any lack of validity or enforceability
                    of any Letter of Credit;

                         (ii)  the existence of any claim, set-off,
                    defense or other right which Borrower may have at
                    any time against a beneficiary or any transferee
                    of any Letter of Credit (or any persons or
                    entities for whom any such transferee may be
                    acting), the Issuing Bank, the Agent, any Bank or
                    any other Person, whether in connection with this
                    Agreement, the transactions contemplated herein or
                    any unrelated transaction (including any
                    underlying transaction between Borrower and the
                    beneficiary for which the Letter of Credit was
                    procured);

                         (iii)  any draft, demand, certificate or any
                    other document presented under any Letter of
                    Credit proving to be forged, fraudulent, invalid
                    or insufficient in any respect or any statement
                    therein being untrue or inaccurate in any respect;

                         (iv)  payment by the Issuing Bank under any
                    Letter of Credit against presentation of a demand,
                    draft or certificate or other document which does
                    not comply with the terms of such Letter of
                    Credit, provided that such payment does not
                    constitute gross negligence or willful misconduct
                    of the Issuing Bank;

                         (v)  any other circumstance or occurrence
                    whatsoever, which is similar to any of the
                    foregoing; or

                         (vi)  the fact that a default or an Event of
                    Default shall have occurred and be continuing.

                    (i)  Indemnification; Nature of the Issuing Bank's
          Duties.  In addition to amounts payable as elsewhere provided in
          this Section 2.14, and without limiting any other indemnification
          provided for in this Agreement, Borrower agrees to protect,
          indemnify, pay and save the Issuing Bank harmless from and
          against any and all claims, demands, liabilities, damages,
          losses, costs, charges and expenses (including reasonable
          attorneys' fees) which the Issuing Bank may incur or be subject
          to as a consequence, direct or indirect, of (i) the issuance of
          the Letters of Credit, other than as a result of the gross
          negligence or willful misconduct of the Issuing Bank as
          determined by a court of competent jurisdiction, or (ii) the
          failure of the Issuing Bank to honor a drawing under any Letter
          of Credit as a result of any act or omission, whether rightful or
          wrongful, of any present or future de jure or de facto government
          or governmental authority.  Borrower assumes all risks of the
          acts and omissions of, or misuse of the Letters of Credit issued
          by the Issuing Bank by, the respective beneficiaries of such
          Letters of Credit.  In furtherance and not in limitation of the
          foregoing, the Issuing Bank shall not be responsible for:
          (i) the form, validity, sufficiency, accuracy, genuineness or
          legal effect of any document submitted by any party in connection
          with the application for and issuance of Letters of Credit, even
          if any of the foregoing should in fact prove to be invalid,
          insufficient, inaccurate, fraudulent or forged in any respect;
          (ii) the validity or insufficiency of any instrument transferring
          or assigning or purporting to transfer or assign any Letter of
          Credit or the rights or benefits thereunder or proceeds thereof,
          in whole or in part, which may prove to be invalid or ineffective
          for any reason; (iii) the failure of the beneficiary of any
          Letter of Credit to comply fully with conditions required in
          order to draw upon such Letter of Credit; (iv) the errors,
          omissions, interruptions or delays in transmission or delivery of
          any messages, by mail, cable, telegraph, telecopy, telex or
          otherwise, whether or not they be in cipher; (v) the errors in
          interpretation of technical terms; (vi) any loss or delay in the
          transmission or otherwise of any document required in order to
          make a drawing under any Letter of Credit or any proceeds
          thereof; (vii) the misapplication by the beneficiary of any
          Letter of Credit of the proceeds of any drawing under such Letter
          of Credit; and (viii) for any consequences arising from causes
          beyond the control of the Issuing Bank.  None of the above shall
          affect, impair, or prevent the vesting of any of the Issuing
          Bank's rights or powers hereunder.  In determining whether to pay
          under any Letter of Credit, the Issuing Bank shall be responsible
          only to determine that the documents and certificates required to
          be delivered under that Letter of Credit have been delivered and
          that the same comply on their face with the requirements of that
          Letter of Credit.  Borrower shall have no obligation to indemnify
          the Issuing Bank in respect of any liability incurred by the
          Issuing Bank arising solely out of the gross negligence or
          willful misconduct of the Issuing Bank, as determined by a court
          of competent jurisdiction, or out of the wrongful dishonor by the
          Issuing Bank of a proper demand for payment made under the
          Letters of Credit issued by it.

                    (j)  Amendments.  Borrower may request that the Issuing
          Bank enter into one or more amendments of its Letter of Credit by
          delivering to the Agent and the Issuing Bank a Notice of Issuance
          of Letter of Credit specifying (i) the Issuing Bank, (ii) the
          proposed date of the proposed amendment and (iii) the nature of
          the requested amendment.  The Issuing Bank shall be entitled to
          enter into amendments with respect to its Letters of Credit,
          provided, that any amendment extending the expiry date or
          increasing the stated amount of any Letter of Credit shall be
          permitted only if the Issuing Bank would, at the time of the
          proposed be permitted to issue a new Letter of Credit having such
          an expiry date or stated amount under this Section 2.14 on the
          date of the amendment.

                    Section 2.15  Voluntary Termination of the Credit
          Commitments.  Borrower may cause the Banks to terminate this
          Agreement and to terminate the Credit Commitments upon the
          following conditions and requirements:  (a) Borrower shall
          provide the Agent and each Bank with not less than thirty (30)
          days prior, written notice of its election to do so, which notice
          shall specify the date on which Borrower would propose to effect
          such termination (which date may be extended for a period not to
          exceed thirty (30) days, by written notice from Borrower to the
          Agent and the Banks prior to the date first specified for such
          termination); (b) Borrower shall, on or before such effective
          date, prepay all Loans in full in accordance with Section 2.5(b)
          of this Agreement; (c) there shall be no Letters of Credit
          outstanding as of the effective date of such termination;
          (d) Borrower shall pay to the Agent, for the ratable benefit of
          all of the Banks, a sum equal to the amount of the Commitment Fee
          which would have been payable for the period commencing upon the
          effective date of such termination and concluding on the final
          day of Borrower's then-current fiscal quarter, determined
          (notwithstanding such voluntary termination) on the basis of the
          actual Outstanding Amount during such period and the amount of
          the Maximum Commitment; and (e) Borrower shall pay, or shall
          reimburse the Agent and each Bank, for all out-of-pocket costs
          and expenses (including reasonable attorneys' fees) incurred by
          them in connection with or as the result of Borrower's election
          to cause the Credit Commitments to be terminated as provided in
          this Section 2.15.  From and after the effective date of any
          termination affected in accordance with this Section 2.15, and
          provided that Borrower shall have complied with the requirements
          set forth above, none of the parties to this Agreement shall have
          any further duties or obligations hereunder.

                                      ARTICLE 3.

                        CONDITIONS PRECEDENT TO DISBURSEMENTS


                    Section 3.1  Conditions Precedent to Initial Closing.
          On or prior to the Closing Date, each of the following conditions
          precedent shall have been satisfied:

                    (a)  Certified Copies of Charter Documents and Bylaws.
          The Agent shall have received from Borrower (i) a copy, certified
          by a duly authorized officer of Borrower to be true and complete
          on and as of the Closing Date, of Borrower's Articles of
          Incorporation, and by-laws or code of regulations as in effect on
          the Closing Date (together with any an all amendments thereto);
          (ii) the charter or other organizational documents of Borrower,
          certified by the Ohio Secretary of State; and (iii) a Certificate
          of Good Standing and Certificate of Continued Existence for
          Borrower, each issued by the Ohio Secretary of State as of a date
          not more than five (5) days before the Closing Date.

                    (b)  Proof of Corporate Authority.  The Agent shall
          have received from Borrower copies, certified by a duly
          authorized officer of Borrower to be true and complete on and as
          of the Closing Date, of records of all corporate action taken by
          Borrower to authorize (i) the execution and delivery of this
          Agreement and the other Loan Documents and to which it is or is
          to become a party as contemplated or required by this Agreement;
          (ii) its performance of all of its obligations under each of such
          documents; and (iii) the making by Borrower of the borrowings
          contemplated hereby.

                    (c)  Incumbency Certificate.  The Agent shall have
          received from Borrower an incumbency certificate, dated as of the
          Closing Date, signed by a duly authorized officer and giving the
          name and bearing a specimen signature of each individual who
          shall be authorized (i) to sign, in the name and on behalf of
          Borrower, each of the Loan Documents to which Borrower is or is
          to become a party on the Closing Date; and (ii) to give notices
          and to take other action on behalf of Borrower under the Loan
          Documents.

                    (d)  Officers' Certificates.  The Agent shall have
          received from Borrower a certificate dated as of the Closing Date
          signed by a duly authorized officer of Borrower and certifying,
          on terms acceptable to the Agent, that each of the
          representations and warranties of Borrower in this Agreement and
          in the other Loan Documents was true and correct when made, and
          is true and correct on and as of the Closing Date.

                    (e)  Loan Documents.  (i) Each of the Loan Documents
          shall have been duly and properly authorized, executed and
          delivered by Borrower, and all such documents shall be in full
          force and effect on and as of the Closing Date; and (ii) executed
          originals of each of the Notes shall have been delivered to each
          Bank in accordance with their respective Credit Commitments.
          Executed originals or (as the case may be) executed counterparts
          of each of the other Loan Documents shall have been delivered to
          the Agent and each Bank.

                    (f)  Legality of Transactions.  No change in applicable
          law shall have occurred as a consequence of which it shall have
          become and continue to be unlawful (i) for the Agent or any Bank
          to perform any of its agreements or obligations under any of the
          Loan Documents to which it is a party on the Closing Date; or
          (ii) for Borrower to perform any of its agreements or obligations
          under any of the Loan Documents to which it is a party on the
          Closing Date.

                    (g)  Performance, Etc.  Borrower shall have duly and
          properly performed, complied with and observed, in all material
          respects, each of its covenants, agreements and obligations
          contained in each of the Loan Documents to which Borrower is a
          party or by which Borrower is bound on the Closing Date.  No
          event shall have occurred on or prior to the Closing Date, and no
          condition shall exist on the Closing Date, which constitutes or
          would constitute a Default or an Event of Default.

                    (h)  Compliance with Laws. The borrowing made, and
          other financial accommodations provided, under this Agreement are
          and shall be in compliance with the requirements of all
          applicable laws, regulations, rules and orders, including without
          limitation the Environmental Laws and the requirements imposed by
          the SEC or by the Board of Governors of the Federal Reserve
          System under Regulations U, G and X.

                    (i)  Legal Opinion.  The Agent and each Bank shall have
          received a written legal opinion, addressed to the Agent and each
          Bank and dated as of the Closing Date, from legal counsel for
          Borrower, which shall be substantially in the form of attached
          Exhibit I and which legal opinion shall otherwise be acceptable
          to the Agent and each Bank.

                    (j)  Expenses.  Borrower shall have reimbursed the
          Agent for all reasonable out-of-pocket costs and expenses,
          including without limitation, all fees and disbursements of legal
          counsel to the Agent which shall have been incurred by Agent.
          Each Bank agrees that it shall be responsible for any legal fees
          incurred by it in connection with the negotiation, review,
          execution and delivery of the Loan Documents.

                    (k)  Payment of Certain Fees.  Borrower shall have
          paid:  (i) to the Agent, the Agency Fee for the initial Loan
          Year; and (ii) to the Agent, for the benefit of the respective
          Banks, any Closing Fee payable to each Bank.

                    (l)  Purpose Certificate.  The Agent shall have
          received from Borrower on the Closing Date a certificate, in form
          and substance satisfactory to the Agent and each Bank and signed
          by an officer of Borrower, stating the purpose to which the
          proceeds of the Loan or Loans to be made on the Closing Date are
          to be applied, and certifying that such purpose is a permitted
          purpose pursuant to Section 2.8 of this Agreement.

                    (m)  Borrowing Purpose.  Borrower shall have provided
          the Agent with a single report identifying each Real Estate
          Project for which the Proceeds of such Loan or Loans shall be
          used for acquisition, renovation or for "bridge" financing as
          described in Section 2.8(a), above, and describing, in detail
          reasonably acceptable to the Agent:  (i) the proposed use of such
          Loan; (ii) historical operating results and occupancy levels of
          each such Real Estate Project; and (iii) providing such other
          information as the Agent may reasonably request.

                    (n)  Changes: None Adverse.  From the date of the most
          recent balance sheets referred to in Section 4.5 of this
          Agreement to the Closing Date, no changes shall have occurred in
          the assets, liabilities, financial condition, business,
          operations or prospects of Borrower or Borrower's Consolidated
          Subsidiaries which, individually or in the aggregate, are
          materially adverse to Borrower and its Consolidated Subsidiaries.

                    (o)  Compliance Certificate.  The Agent shall have
          received a Compliance Certificate, the required calculations
          under which shall be modified so as to demonstrate the compliance
          by Borrower with the covenants of this Agreement required to be
          measured in such Certificate, giving effect for the purpose of
          such calculations the disbursement to Borrower of the Loan (or
          Loans) on the Closing Date.

                    (p)  Financial Statements.  The Agent and each Bank
          shall have received the financial statements referred to in
          Section 4.5, certified by an officer of Borrower, and the Agent
          and each Bank shall have been satisfied that such financial
          statements accurately reflect the financial status and condition
          of Borrower and its Consolidated Subsidiaries.

                    (q)  American with Disabilities Act ("ADA")
          Requirements.  Borrower shall adopt and take commercially
          reasonable efforts to implement a compliance program in order to
          cause each real estate project owned by Borrower or any of its
          Consolidated Subsidiaries which is not in compliance with Title
          III of the Americans with Disabilities Act, as such act may be
          amended, modified or replaced from time to time hereafter (the
          "ADA") to be brought into such compliance, to the extent that
          such action is required by law, at Borrower's sole cost and
          expense, and shall not cause or permit any future improvements to
          all or any part of any such property to be made which are not in
          compliance with the ADA.

                    (r)  Other Approvals.  The Agent shall have received
          such other approvals, opinions, certificates, instruments and
          documents with respect to the transactions described herein as it
          may reasonably request.

                    (s)  Representations and Warranties.  Each of the
          representations and warranties made by or on behalf of Borrower
          in this Agreement or in any other Loan Document shall be true,
          correct and complete in all material respects.

                    (t)  Evidence of Insurance.  Borrower shall have
          provided the Agent with original counterparts of Borrower's
          insurance policies required by the terms of this Agreement; such
          policies shall comply with the requirements therefor set forth
          herein.

                    Section 3.2  Conditions Precedent to Subsequent Loans
          and Letters of Credit.  The obligation of the Banks to make or
          disburse any one or more Loans and to issue any Letters of Credit
          from time to time after the Closing Date shall be subject to the
          satisfaction, prior thereto or concurrently therewith, of each of
          the following conditions precedent:

                    (a)  Legality of Transactions.  It shall not be
          unlawful (a) for any Bank or the Agent to perform any of its
          agreements or obligations under any of the Loan Documents to
          which such Person is a party on the Draw Date of such Loan or the
          Issuance Date of such Letter of Credit; or (b) for Borrower to
          perform any of its agreements or obligations under any of the
          Loan Documents.

                    (b)  Representations and Warranties.  Each of the
          representations and warranties made by or on behalf of Borrower
          to the Banks or the Agent in this Agreement or any other Loan
          Document (a) shall be true and correct when made and (b) shall,
          for all purposes of this Agreement, be deemed to be repeated on
          and as of the date of the Borrower's Request for Advance for such
          Loan, or Request for Issuance of Letter of Credit as the case may
          be, and shall be true and correct in all material respects as of
          such date.

                    (c)  Performance, etc.  Borrower shall have duly and
          properly performed, complied with and observed, in all material
          respects, each of its covenants, agreements and obligations
          contained in this Agreement and/or in all of the other Loan
          Documents.

                    (d)  No Default.  No event shall have occurred on or
          prior to such date and be continuing on such date, and no
          condition shall exist on such date which constitutes a Default or
          Event of Default, and the making of such Loan or the issuance of
          such Letter of Credit shall not result in a Default or an Event
          of Default.

                    (e)  Proceedings and Documents.  All corporate,
          governmental and other proceedings in connection with the
          transactions contemplated hereby and by the other Loan Documents,
          and all instruments and documents incidental thereto shall be
          completed and in place (and, to the extent required by the Agent,
          duly recorded) in form and substance satisfactory to the Agent,
          and the Agent shall have received all such counterpart originals
          or certified or other copies of all such instruments and
          documents as the Agent shall have reasonably requested.

                    (f)  Borrowing Purpose.  Borrower shall have provided
          the Agent with a report describing in detail reasonably
          acceptable to the Agent the proposed use of such Loan, and
          providing such other information as the Agent may reasonably
          request.

                    (g)  Maximum Credit.  The making of such Loan or the
          issuance of such Letter of Credit shall not result in the
          Outstanding Amount exceeding the Maximum Commitment.

                    (h)  Other Approvals.  The Agent shall have received
          such other approvals, opinions, certificates, instruments and
          documents as it may reasonably request.

                                      ARTICLE 4.

                        GENERAL REPRESENTATIONS AND WARRANTIES

                    Borrower represents and warrants to the Agent and to
          each Bank as follows:

                    Section 4.1  Corporate Existence, Etc.

                    (a)  Borrower:  (i) is duly organized, validly existing
          and in good standing as a corporation under the laws of the State
          of Ohio; (ii) has full corporate power and authority and full
          legal right to own or to hold under lease its Property and to
          carry on its businesses; and (iii) has timely filed all tax
          returns and duly made all elections necessary or appropriate for
          Borrower to be taxed as a REIT under Sections 856 through 860 of
          the Code for each fiscal year of Borrower since 1994, and is a
          self-administered REIT.  Borrower is qualified and licensed,
          admitted or approved to do business in each jurisdiction wherein
          the character of its Property or the nature of its business make
          such qualification necessary or advisable and where the failure
          to so qualify would have a materially adverse effect on Borrower.

                    (b)  Borrower has appropriate corporate power and
          authority, and full legal right, to enter into this Agreement and
          each of the other Loan Documents, and to perform, observe and
          comply with all of its agreements and obligations under each and
          all of such documents.

                    (c)  Except as set forth on Schedule 4.1(c), Borrower
          does not own or hold of record (whether directly or indirectly)
          any shares of any class in the capital of any corporation, nor
          does Borrower own or hold (whether directly or indirectly) any
          legal and/or beneficial equity interest in any partnership,
          business trust or joint venture or in any other unincorporated
          trade or business enterprise.

                    (d)  Upon the filing of its tax return for the 1995
          fiscal year and its election to be taxed as a REIT under Sections
          856 through 860 of the Code, Borrower will qualify for the 1995
          fiscal year as a REIT under the Code.  Borrower has not incurred
          any liability for excise taxes pursuant to Section 4981 of the
          Code.

                    Section 4.2  Due Authorization, Etc.

                    (a)  The execution and delivery by Borrower of this
          Agreement and each of the other Loan Documents, the performance
          by Borrower of all of its agreements and obligations under such
          documents, and the making by Borrower of the borrowings
          contemplated by this Agreement have been duly authorized by all
          necessary corporate action on the part of Borrower and do not and
          will not (i) contravene any provision of its charter documents or
          by-laws or code of regulations (each as in effect from time to
          time); (ii) conflict with, or result in a breach of the terms,
          conditions or provisions of, or constitute a default under, or
          (except as expressly contemplated by the terms of this Agreement)
          result in the creation of any Lien upon any of the Property of
          Borrower under any agreement, trust deed, indenture, mortgage or
          other instrument to which Borrower is a party or by which
          Borrower or any other Property of Borrower is bound or affected;
          (iii) violate or contravene any provision of any law, rule or
          regulation (including, without limitation, Regulations G, T, U or
          X of the Board of Governors of the Federal Reserve System) or any
          order, ruling or interpretation thereunder or any decree, order
          or judgment of any court or governmental or regulatory authority,
          bureau, agency or official (all as from time to time in effect
          and applicable to Borrower); or (iv) require any waivers,
          consents or approvals by any of the creditors or trustees for
          creditors of Borrower or any other Person.

                    (b)  Except as to matters which Borrower has procured,
          obtained or performed prior to or concurrently with its execution
          and delivery of this Agreement, no approval, consent, order,
          authorization or license by, or giving notice to, or taking any
          other action with respect to, any governmental or regulatory
          authority or agency is required under any provision of any
          applicable law:

                    (i)  for the execution and delivery by Borrower of this
                    Agreement, each Note, and the other Loan Documents, for
                    the performance by Borrower of any of the agreements
                    and obligations hereunder or thereunder or for the
                    making by Borrower of the borrowing contemplated by
                    this Agreement, or for the conduct by Borrower of its
                    business; or

                    (ii) to ensure the continuing legality, validity,
                    binding effect, enforceability or admissibility in
                    evidence of this Agreement, the Notes and the other
                    Loan Documents.

                    Section 4.3  Enforceability of Documents, Etc.

                    (a)  On or before the Closing Date, Borrower will have
          duly executed and delivered each of the Loan Documents required
          of it by this Agreement, and each such Loan Document will be in
          full force and effect.  Each Loan Document shall constitute the
          legal, valid and binding obligation of Borrower, enforceable
          against Borrower in accordance with its respective terms.

                    (b)  The representations and warranties made by
          Borrower in this Section 4.3 are subject to the following
          qualifications:

                    (i)  the enforceability of any rights and remedies
                    provided in any of the Loan Documents or against any
                    particular party thereto is subject to applicable
                    bankruptcy, reorganization, moratorium or other similar
                    laws affecting generally the enforcement of creditors'
                    rights; and

                    (ii)  the availability of equitable remedies for the
                    enforcement of any provision of any of the Loan
                    Documents may be subject to the discretion of the court
                    before which any proceeding for the enforcement of any
                    provision may be brought.

                    Section 4.4  No Default.

                    (a)  No event has occurred and is continuing, and no
          condition exists, which constitutes a Default or an Event of
          Default.

                    (b)  No default by Borrower and no accrued right of
          rescission, cancellation or termination on the part of Borrower,
          exists under this Agreement or any of the other Loan Documents.

                    Section 4.5  Financial Statements.  Borrower has
          furnished the Agent with copies of its annual financial
          statements dated December 31, 1996, as audited by Borrower's
          Accountants and certified by Borrowers' chief financial officer,
          together with Borrower's unaudited quarterly financial statements
          for the quarter ended as of June 30, 1997, certified by
          Borrower's chief financial officer, all of which have been
          prepared in accordance with GAAP.  Such balance sheets and other
          financial statements present fairly the financial condition of
          Borrower and its Consolidated Subsidiaries as of the respective
          dates thereof. Such statements of income present fairly the
          results of operations of Borrower and its Consolidated
          Subsidiaries for the fiscal period then ended.  There are no
          material liabilities or obligations, secured or unsecured
          (whether accrued, absolute or actual, contingent or otherwise),
          which were not reflected in the balance sheets of Borrower as at
          such date or in the footnotes thereto, and which should, in
          accordance with GAAP, have been reflected in such balance sheets.

                    Section 4.6  No Adverse Changes.  No changes have
          occurred in the assets, liabilities or financial condition of
          Borrower or its Consolidated Subsidiaries from those reflected in
          the most recent balance sheets referred to in Section 4.5 hereof
          which, individually or in the aggregate, have been materially
          adverse.  Since the date of the most recent balance sheet, there
          has been no materially adverse development in the business or in
          the operations or prospects of Borrower.

                    Section 4.7  Title to Assets.  Except as set forth in
          Schedule 4.7, Borrower or a Consolidated Subsidiary has good,
          sufficient and legal title to, or leasehold interest in, all the
          Property and assets reflected in the most recent balance sheet
          referred to in Section 4.5, other than assets disposed of since
          the date of such balance sheet in the ordinary course of
          business.

                    Section 4.8  Indebtedness for Borrowed Money.  Except
          as permitted under Section 6.7, no Indebtedness of Borrower is
          secured by or otherwise benefits from any Lien on or with respect
          to the whole or any part of Borrower's properties or assets,
          present or future.  There exists no default or event or condition
          which, with the giving of notice or passage of time, or both,
          would constitute a default under the provisions of any instrument
          evidencing or securing any Indebtedness of Borrower or of any
          agreement relating thereto.

                    Section 4.9  Litigation.  Except as disclosed in
          Schedule 4.9, there is no pending action, suit, proceeding or
          investigation pending, or, to Borrower's knowledge, threatened,
          before any court, governmental or regulatory authority, agency,
          commission or official, board of arbitration or arbitrator
          against Borrower or in which Borrower is a participant
          ("Litigation").  None of the Litigation could, if determined
          adversely to Borrower, reasonably be expected to affect, in any
          material and adverse way, the financial position, assets,
          business, operations or prospects of Borrower.  There are no
          proceedings pending or threatened against Borrower which call
          into question the validity or enforceability of any of the Loan
          Documents.

                    Section 4.10  No Materially Adverse Contracts.
          Borrower is not a party to or bound by any contracts, agreements
          or instruments (whether written or oral) which, either
          individually or in the aggregate, materially adversely affect the
          financial position, business, operations or prospects of
          Borrower.

                    Section 4.11  Tax Returns.  Borrower has filed all
          federal, state and other tax returns required to be filed by it
          and has made reasonable provisions, in accordance with GAAP, for
          the payment of all taxes (if any) which have or may become due
          and payable pursuant to any of the said returns or pursuant to
          any matters raised by audits or for other reasons.  In addition,
          Borrower has paid or caused to be paid all real and personal
          property taxes and assessments and other governmental charges
          lawfully levied or imposed on or against it or its Property,
          other than those presently payable without payment of interest or
          penalty and those which are subject to contests initiated by
          Borrower in good faith and diligently prosecuted, in each case as
          permitted by and subject to the requirements of Section 5.8,
          below.

                    Section 4.12  Contracts with Affiliates or
          Subsidiaries.  (a) Except as permitted by Section 6.9 hereof and
          as otherwise set forth on Schedule 4.1(c) hereto, Borrower is not
          a party to or otherwise bound by any material agreements,
          instruments or contracts (whether written or oral) with any
          Affiliate or Subsidiary.

                    (b)  Except as set forth on Schedule 4.1(c) hereto,
          there is no Indebtedness for Borrowed Money owing by Borrower to
          any Affiliate nor is there Indebtedness for Borrowed Money owing
          by any Affiliate to Borrower.

                    Section 4.13  Employee Benefit Plans.  Borrower does
          not maintain any Employee Benefit Plans or Guaranteed Pension
          Plans, except for those which are described on Schedule 4.13,
          attached hereto and made a part hereof by this reference.

                    Section 4.14  Governmental Regulation.  Borrower is not
          a "public utility company", a "holding company" or a "subsidiary"
          or an "affiliate" of a "holding company," as such terms are
          defined in the federal Public Utility Holding Company Act of
          1935, as amended. Borrower is not an "investment company" or a
          company "controlled" by an "investment company," as such terms
          are defined in the federal Investment Company Act of 1940, as
          amended.  Borrower is not subject to regulation under the Public
          Utility Holding Company Act of 1935, the Federal Power Act, the
          Interstate Commerce Act or the Investment Company Act of 1940 or
          under any federal or state statute or regulation limiting its
          ability to incur Indebtedness for Borrowed Money.

                    Section 4.15  Securities Activities. Borrower is not
          engaged in the business of extending credit for the purpose of
          purchasing or carrying any "margin security" or "margin stock" as
          such terms are used in Regulation U and X of the Board of
          Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and
          224.

                    Section 4.16  Disclosure.  Neither this Agreement nor
          any other Loan Document, or any other document, certificate or
          written statement furnished to the Agent or any Bank by or on
          behalf of Borrower for use in connection with the transactions
          contemplated by this Agreement contains any untrue statement of a
          material fact or omits to state a material fact necessary in
          order to make the statements contained therein not misleading as
          of the date of such document, certificate or other statement.

                    Section 4.17  No Material Default.  Borrower is not in
          default under any order, writ, judgment, injunction, decree,
          statute or governmental rule, indenture, agreement, contract,
          lease or other instrument or contract applicable to it, which
          default would have a material adverse effect on the business,
          assets, Properties or conditions, financial or otherwise, of
          Borrower or in the performance of any covenants or conditions
          respecting any of its Indebtedness, and no holder of any
          Indebtedness of Borrower has given notice of any asserted default
          thereunder, and no liquidation or dissolution of Borrower and no
          receivership, insolvency, bankruptcy, reorganization or other
          similar proceedings relative to Borrower or its Property is
          pending threatened.

                    Section 4.18  Environmental Conditions.  (a) Borrower
          has obtained all necessary permits, licenses, variances,
          satisfactory clearances and all other necessary approvals
          (collectively the "EPA Permits") for the operation and conduct of
          its business from all applicable federal, state, and local
          governmental authorities, utility companies or
          development-related entities including, but not limited to, any
          and all appropriate Federal or State environmental protection
          agencies and other County or City departments, public water works
          and public utilities.  All EPA Permits are in full force and
          effect; no such EPA Permit has expired or been suspended, denied
          or revoked, or is under challenge by any Person.  Borrower is in
          compliance with each EPA Permit, and Borrower has no knowledge or
          information concerning any condition or fact which might or could
          cause a suspension, denial or revocation of any of Borrower's EPA
          Permits.

                    (b)  Neither Borrower nor any Property owned by
          Borrower is (i) subject to any material private or governmental
          litigation, threatened litigation, Lien or judicial or
          administrative notice, order or action relating to Hazardous
          Substances or environmental problems, impairments or liabilities;
          or (ii) with any applicable notice or lapse of time (or both),
          and/or failure to take certain curative or remedial actions, in
          direct or indirect violation of any Environmental Laws.

                    (c)  To the best of Borrower's knowledge, there has
          been no Release (as defined in CERCLA) into, on or from any
          Property and no Hazardous Substances (except for (x) "Household
          Waste" as that term is defined at 40 C.F.R. 261.4(b)(l) (1990),
          and (y) de minimis amounts of Hazardous Substances which neither
          violate any Environmental Laws nor require any affirmative
          remediation or corrective action) are located on or have been
          treated, stored, processed, disposed of, handled, transported to
          or from, disposed of upon the or into, upon or from any of
          Borrower's Property.  Borrower shall not allow any Hazardous
          Substance to exist or be treated, stored, disposed, Released,
          located, discharged, possessed, managed, processed, or otherwise
          handled on any Property or in the operation or conduct of its
          business in violation of Environmental Laws, and shall comply
          with all Environmental Laws affecting Borrower's Property.

                    (d)  Borrower and its Affiliates do not and shall not
          transport or engage in the business of transporting, in any
          manner, any Hazardous Substances.

                    (e)  Borrower is not aware of any circumstances which
          would result in any material obligation under any Environmental
          Law to remediate any Hazardous Substances in, on or under any of
          Borrower's Property.

                    Section 4.19  Licenses and Permits.   Borrower owns or
          possesses all material Licenses and Permits and rights with
          respect thereto necessary for the lawful and proper conduct of
          its business as presently conducted and proposed to be conducted,
          without any known conflict with the rights of others, free of any
          Lien not permitted by Section 6.7 of this Agreement.  All such
          Licenses and Permits are in full force and effect, and Borrower
          is in compliance with the requirements imposed by, or in respect
          of, all such Licenses and Permits without any known conflict with
          the valid rights of others which could affect or impair in any
          material manner the business, assets or condition, financial or
          otherwise, of Borrower.  No event has occurred and is continuing
          which permits, or after notice or lapse of time or both would
          permit, the revocation or termination of any such License or
          Permit, or affect the rights of Borrower thereunder.  There is no
          litigation or other proceeding or dispute with respect to any
          such Licenses and Permits which has, or is reasonably likely to
          have, any material adverse effect on the validity or continued
          availability of any such Licenses and Permits.

                                      ARTICLE 5.

                          AFFIRMATIVE COVENANTS OF BORROWER

                    Borrower covenants with and warrants to the Agent and
          to each Bank that, from and after the Closing Date and until all
          of the Obligations are paid and satisfied in full, Borrower shall
          comply with, observe, perform or fulfill all of the covenants set
          forth in this Article 5.

                    Section 5.1  Reports and Other Information.
          (a) Borrower shall provide to the Agent as soon as available, and
          in any event within fifty (50) days after the close of each of
          the first three quarters of each fiscal year of Borrower, balance
          sheets of Borrower as of the end of such quarter and statements
          of income and statements of cash flow of Borrower and its
          Consolidated Subsidiaries for the period commencing at the end of
          the previous fiscal year and ending with the end of such quarter,
          certified by the chief financial officer, principal accounting
          officer or chief executive officer of Borrower, together with a
          certificate of such officer stating that of the date of such
          certificate and to the best of his knowledge, after reasonable
          inquiry, no event has occurred which constitutes an Event of
          Default or would constitute an Event of Default with the giving
          of notice or the lapse of time or both, or, if an Event of
          Default or such an event has occurred and is continuing, a
          statement as to the nature thereof and the action which Borrower
          has taken or proposes to take with respect thereto, and further
          setting out in such detail as is reasonably required by the Banks
          (i) Borrower's compliance with the requirements of Sections 5.19,
          6.7 and 6.8 hereof, (ii) a borrowing report, certified by a duly
          authorized officer of Borrower, on behalf of Borrower, and
          (iii) such other information as may reasonably be requested by
          Banks through the Agent with respect to Borrower or Borrower's
          business or Property.

                    (b)  Borrower shall provide to the Agent as soon as
          available and in any event within ninety (90) days after the end
          of each fiscal year of Borrower a copy of the annual financial
          statements of Borrower and its Consolidated Subsidiaries for such
          year, including therein a copy of the balance sheets of Borrower
          and its Consolidated Subsidiaries as of the end of such fiscal
          year and statements of income and statements of cash flow and
          statements of Shareholders' Equity of Borrower and its
          Consolidated Subsidiaries, certified without qualification by
          Borrower's Accountants, together with a certificate of the chief
          financial officer, principal accounting officer or chief
          executive officer of Borrower stating that, as of the date of
          such certificate, to the best of his knowledge and after
          reasonable inquiry, no event has occurred which constitutes an
          Event of Default or would constitute an Event of Default with the
          giving of notice or the lapse of time or both, or, if an Event of
          Default or such an event has occurred and is continuing, a
          statement as to the nature thereof and the action which Borrower
          has taken or proposes to take with respect thereto and further
          setting out in such detail as is reasonably required by the Banks
          (i) Borrower's compliance with the requirements of Sections 5.23,
          6.7 and 6.8 hereof, (ii) setting forth the Borrowing Report,
          certified by a duly authorized officer of Borrower, and (iii)
          such other information as may be reasonably requested by the
          Banks through the Agent with respect to Borrower or Borrower's
          Business or Property.

                    (c)  Borrower shall provide to the Agent, promptly
          after sending or filing thereof, copies of all reports which
          Borrower sends to its shareholders, and copies of all reports and
          registration statements which Borrower files with the Securities
          and Exchange Commission.

                    (d)  Borrower shall provide to the Agent as soon as
          possible, and in any event within five (5) days after the
          occurrence thereof, any information as to the occurrence of an
          Event of Default, or an event which with notice or lapse of time
          or both would constitute an Event of Default, continuing on the
          date of such statement, together with a statement of the chief
          financial officer or treasurer of Borrower setting forth the
          details of such Event of Default or event, and the action which
          Borrower proposes to take with respect thereto.

                    (e)  Borrower shall provide to the Agent, immediately
          upon Borrower's receipt thereof, copies of all notices and other
          written communications received by Borrower from Moody's or S&P
          relating to any change, or proposed change, in Borrower's Debt
          Rating (including, without limitation, any notice that either
          Moody's or S&P has changed, or is changing, the basis on which
          its ratings are established or reported).

                    (f)  Borrower shall also provide the Agent with such
          other information relating to Borrower (including, without
          limitation, any business plan of Borrower) as the Agent may from
          time to time reasonably request.

                    Section 5.2  Maintenance of Property; Insurance.
          (a) Borrower covenants and agrees to keep and maintain all of its
          Property in good repair, working order and condition, reasonable
          wear and tear excepted, and from time to time to make, or use all
          reasonable legal remedies to cause to be made, all proper
          repairs, renewals or replacements, betterments and improvements
          thereto so that the business carried on in connection therewith
          may be properly and advantageously conducted at all times.

                    (b)  Borrower covenants and agrees to keep all of its
          Properties insured against loss or damage by theft, fire, smoke,
          sprinklers, riot and explosion, such insurance (the "Insurance")
          to be in such form, in such amounts and against such other risks
          and hazards as are customarily maintained by other Persons
          operating similar businesses and having similar properties in the
          same general areas, including but not limited to liability
          coverage, with an insurer which is financially sound and
          reputable and which has been accorded a rating by A.M. Best
          Company, Inc. (or any successor rating agency) of A-/X (or any
          replacement rating of equivalent stature) or better (a "Qualified
          Insurer").  In the event that an insurer ceases to be a Qualified
          Insurer during the term of any Insurance policy, Borrower shall
          replace such coverage, at the end of the then-current policy
          term, by a policy issued by a Qualified Insurer.  Borrower
          further shall, in addition, require that the insurer with respect
          to each such Insurance policy provide for at least thirty (30)
          days' advance written notice to Borrower of any cancellation or
          termination of, or other change of any nature whatsoever in, the
          coverage provided under any such policy.

                    Section 5.3  REIT Status; Corporate Existence; Listing.
          (a)  Borrower shall make all filings under the Code necessary to
          preserve and maintain (i) its qualifications as a REIT under the
          Code and (ii) the applicability to Borrower and its shareholders
          of the method of taxation provided for in Section 857(b) of the
          Code (and any successor provision thereto).

                    (b)  Borrower shall preserve and maintain its existence
          and all of its rights, franchises and privileges as an Ohio
          corporation.

                    (c)  Borrower shall preserve and maintain the listing
          of its common stock on the New York Stock Exchange.

                    Section 5.4  Compliance with Laws.  (a) Borrower shall,
          and hereby covenants and agrees to, comply with all acts, rules,
          regulations, orders, directions and ordinances of any
          legislative, administrative or judicial body or official,
          applicable to the operation of Borrower's business.

                    (b)  Borrower will promptly notify the Agent in the
          event that Borrower receives any notice, claim or demand from any
          governmental agency which alleges that Borrower is in violation
          of any of the terms of, or has failed to comply with any
          applicable order issued pursuant to any Federal, state or local
          statute regulating its operation and business, including, but not
          limited to, the Occupational Safety and Health Act, the ADA and
          all Environmental Laws.

                    Section 5.5  Notice of Litigation; Judgments.  Borrower
          shall furnish or cause to be furnished to the Agent, promptly
          (and, in any event, within five (5) Business Days) after Borrower
          shall have first become aware of the same, a written notice
          setting forth full particulars of and what action Borrower is
          taking or proposes to take with respect to (a) any final judgment
          in an amount exceeding Five Hundred Thousand Dollars
          ($500,000.00) rendered against Borrower or any Affiliate of
          Borrower; (b) the commencement or institution of any legal or
          administrative action, suit, proceeding or investigation by or
          against Borrower in or before any court, governmental or
          regulatory body, agency, commission or official, board of
          arbitration or arbitrator, the outcome of which could materially
          and adversely affect Borrower's current or future financial
          position, assets, business, operations or prospects, or could
          prevent or impede the implementation or completion, observance or
          performance of any of the arrangements or transactions
          contemplated by any of the Loan Documents; or (c) the occurrence
          of any adverse development, not previously disclosed by Borrower
          to the Agent in writing, in any such action, suit, proceeding or
          investigation.

                    Section 5.6  Notice of Other Events.  (a) If (and on
          each occasion that) any event shall occur or any condition shall
          develop which constitutes a Default or an Event of Default, then,
          promptly (and, in any event, within five (5) Business Days) after
          Borrower shall have first become aware of the same, Borrower will
          furnish or cause to be furnished to the Agent a written notice
          specifying the nature and the date of the occurrence of such
          event or (as the case may be), the nature and the period of
          existence of such condition and what action Borrower is taking or
          proposes to take with respect thereto.

                    (b)  Immediately upon Borrower's first becoming aware
          of any of the following occurrences, Borrower will furnish or
          cause to be furnished to the Agent (for further distribution to
          Banks) written notice with full particulars of (i) the business
          failure, insolvency or bankruptcy of Borrower; (ii) the
          rescission, cancellation or termination, or the creation or
          adoption, of any material agreement or contract to which Borrower
          is a party; (iii) any material labor dispute, any attempt by any
          labor union or organization representatives to organize or
          represent employees of Borrower, or any unfair labor practices or
          proceedings of the National Labor Relations Board with respect to
          Borrower; or any defaults or events of default under any material
          agreement of Borrower or any material violations of any laws,
          regulations, rules or ordinances of any governmental or
          regulatory body by Borrower or with respect to any of Borrower's
          Property.

                    Section 5.7  Inspections.  Borrower shall permit any
          officer, employee, consultant or other representative or agent of
          the Agent or of any Bank to visit and inspect, from time to time
          and at any reasonable time, after prior notice to Borrower, any
          of the assets or Property owned or held under lease by Borrower,
          to examine the books of account, records, reports and the papers
          (and to make copies thereof and to take extracts therefrom) of
          Borrower and to discuss the affairs, finances and accounts of
          Borrower with the directors and executive officers, as the case
          may be, of Borrower.  All of such activities shall be coordinated
          by and through the Agent.

                    Section 5.8  Payment of Taxes and Other Claims.
          Borrower shall pay and discharge promptly all taxes, assessments
          and other governmental charges or levies at any time imposed upon
          it or upon its income, revenues or Property, as well as all
          claims of any kind (including claims for labor, material or
          supplies) which, if unpaid, might by law become a Lien or charge
          upon all or any part of its income, revenues or Property.
          Notwithstanding the foregoing to the contrary, Borrower may,
          provided that there is not then an Event of Default hereunder,
          contest the propriety or amount of any such taxes, assessments or
          governmental charges, or of any such claims, if (a) such contest
          is instituted in good faith and prosecuted with reasonable
          diligence; (b) such contest shall preclude the sale or forfeiture
          of the affected Property (or Borrower shall provide the Agent
          with such reasonable security or other assurances as may be
          requested by the Agent in connection with such contest); and
          (c) Borrower shall indemnify the Agent and all of the Banks of
          and from any and all liability, loss, cost or expense incurred by
          or asserted against any such party in connection with, or in
          consequence of, any such contest.

                    Section 5.9  Payment of Indebtedness.  Borrower will
          duly and punctually pay or cause to be paid the principal and
          interest on the Loans, all draws and disbursements under the
          Letters of Credit and all fees and other amounts payable
          hereunder or under the Loan Documents, as and when required by
          this Agreement and/or the other Loan Documents.  Borrower shall
          pay all other Indebtedness (whether existing on the date hereof
          or arising at any time thereafter) as and when the same is due
          and payable.

                    Section 5.10  Payment of Fees.  Borrower shall, and
          hereby covenants and agrees to, pay the following fees as and
          when described below:

                    (a)  A Commitment Fee, to be determined and paid
          quarterly, in arrears, on the final day of each calendar quarter
          during the pendency of this Agreement and on the Termination
          Date.  The amount of each installment of the Commitment Fee shall
          be determined by multiplying the Unused Component by (x) 0.15%,
          if the average daily Outstanding Amount (exclusive of Competitive
          Bid Loans) during such period shall exceed Fifty Million Dollars
          ($50,000,000), or (y) 0.20%, if the average daily Outstanding
          Amount (exclusive of Competitive Bid Loans) during such period
          shall be Fifty Million Dollars ($50,000,000) or less, and by
          dividing the product of such multiplication by four (4) (in the
          case of quarterly installments) or, in the case of the
          installment payable on the Termination Date, by the appropriate
          annualizing factor;

                    (b)  The Agency Fee, payable semi-annually in advance
          to the Agent in the amount calculated as described in
          Section 1.2, above; the Agency Fee for the period through
          September 30, 1997 has been paid in full; the Agency Fee for
          periods after September 30, 1997 shall be payable in advance
          beginning on October 1, 1997 and thereafter on each April 1 and
          October 1 throughout the pendency of this Agreement;

                    (c)  The Letter of Credit Fee in accordance with
          Section 2.14;

                    (d)  The Letter of Credit Commission in accordance with
          Section 2.14; and

                    (e)  The Competitive Bid Fee in accordance with
          Section 2.3, above.

                    Section 5.11  Performance of Obligations Under the Loan
          Documents.  Borrower will duly and properly perform, observe and
          comply with all of its agreements, covenants and obligations
          under this Agreement and each of the other Loan Documents.

                    Section 5.12  Governmental Consents and Approvals.
          (a) Borrower will obtain or cause to be obtained all such
          approvals, consents, orders, authorizations and licenses from,
          give all such notices promptly to, register, enroll or file all
          such agreements, instruments or documents promptly with, and
          promptly take all such other action with respect to, any
          governmental or regulatory authority, agency or official, or any
          central bank or other fiscal or monetary authority, agency or
          official, as may be required from time to time under any
          provision of any applicable law:

                    (i)  for the performance by Borrower of any of its
                    agreements or obligations under the Notes, this
                    Agreement or any of the other Loan Documents or for the
                    payment by Borrower to the Agent at its Head Office of
                    any sums which shall become due and payable by Borrower
                    to the Agent or any Bank thereunder;

                    (ii)  to ensure the continuing legality, validity,
                    binding effect or enforceability of the Notes or any of
                    the other Loan Documents or of any of the agreements or
                    obligations thereunder of Borrower; or

                    (iii)  to continue the proper operation of the business
                    and operations of Borrower.

                    (b)  Borrower shall duly perform and comply with the
          terms and conditions of all such approvals, consents, orders,
          authorizations and Licenses and Permits from time to time granted
          to or made upon Borrower.

                    Section 5.13  Notice as to Certain Documents.  If (and
          on each occasion that) any of the following events shall occur:

                    (i)  the charter or other organizational documents of
                    Borrower shall at any time be modified or amended in
                    any respect whatever; or

                    (ii) the by-laws or code of regulations of Borrower
                    shall at any time be modified or amended in any respect
                    whatever;

          then promptly (and, in any event, within one (1) Business Day)
          after the occurrence of any such event, Borrower shall furnish
          the Agent with a true and complete copy of each such
          modification, amendment or supplement.

                    Section 5.14  Notice of Termination of Certain
          Documents.  (a)  If (and on each occasion that) any of the
          following events shall occur:

                    (i)  any Loan Document shall at any time be terminated,
                    cancelled or rescinded for any reason whatever; or

                    (ii)  any action at law, suit in equity or other legal
                    proceeding shall at any time be commenced or threatened
                    in writing by any person (A) to terminate, cancel or
                    rescind any Loan Document, or (B) to enforce any other
                    Person's performance or observance of or compliance
                    with any covenants, agreements or obligations under any
                    Loan Document; or

                    (iii)  any Person which is a party to or otherwise
                    bound by any Loan Document shall fail or refuse to
                    perform, comply with or observe or shall otherwise
                    breach any one or more of its covenants, agreements or
                    obligations under such Loan Document;

          then Borrower will promptly (and, in any event, within one (1)
          Business Day) after Borrower shall have first become aware of the
          occurrence of any such event, furnish to the Agent written notice
          setting forth the particulars thereof.

                    (b)  Borrower will take or cause to be taken, promptly
          and without any expense to the Agent or any Bank, all such action
          as may be required to prevent, and will refrain from taking any
          action that might cause, the termination, cancellation, amendment
          or rescission of this Agreement or any of the other Loan
          Documents.

                    Section 5.15  Employee Benefit Plans and Guaranteed
          Pension Plans.  (a) Borrower will not establish any Guaranteed
          Pension Plans or Employee Benefit Plans without the Agent's prior
          written consent (which will not be unreasonably withheld or
          delayed), (b) Borrower will make full payment when due of all
          amounts which, under the provisions of Employee Benefit Plans or
          under applicable law, are required to be paid as contributions
          thereto, (c) Borrower will not permit to exist any accumulated
          funding deficiency, whether or not waived, (d) Borrower will file
          on a timely basis all reports, notices and other filings required
          by any governmental agency with respect to any of its Employee
          Benefit Plans, (e) Borrower will make any payments to
          Multiemployer Plans required to be made under any agreement
          relating to such Multiemployer Plans, or under any law pertaining
          thereto, (f) Borrower will cause the actuarial present value of
          all benefit commitments under each Guaranteed Pension Plan to be
          less than the current value of the assets of such Guaranteed
          Pension Plan allocable to such benefit commitments, (g) Borrower
          will furnish to all participants, beneficiaries and employees
          under any of the Employee Benefit Plans, within the periods
          prescribed by law, all reports, notices and other information to
          which they are entitled under applicable law, and (h) Borrower
          will take no action which would cause any of the Employee Benefit
          Plans to fail to meet any qualification requirement imposed by
          the Code, as amended.  As used herein, the term "accumulated
          funding deficiency" has the meaning specified in Section 302 of
          ERISA and Section 412 of the Code, and the terms "actuarial
          present value", "benefit commitments" and "current value" have
          the meaning specified in Section 4001 of ERISA.

                    Section 5.16  Further Assurances.  Borrower will
          execute, acknowledge and deliver, or cause to be executed,
          acknowledged and delivered, any and all such further assurances
          and other agreements or instruments, and take or cause to be
          taken all such other action, as shall be reasonably requested by
          the Agent from time to time in order to give full effect to any
          of the Loan Documents.

                    Section 5.17  Borrower's Depository Accounts.  Borrower
          shall maintain a primary depository relationship with NCB,
          including without limitation demand deposit, time deposit,
          concentration, cash management and zero balance accounts.

                    Section 5.18  Use of Proceeds.  Borrower shall use all
          Loan proceeds for the purposes permitted by Section 2.8 of this
          Agreement.

                    Section 5.19  Financial Covenants.

                    (a)  Indebtedness to Market Value Ratio.  The aggregate
          outstanding principal balance of all Indebtedness of Borrower and
          its Consolidated Subsidiaries shall not, at any time, exceed
          fifty percent (50%) of Market Value.

                    (b)  Secured Debt to Market Value.  The aggregate
          outstanding principal balance of all Secured Debt of Borrower and
          its Consolidated Subsidiaries shall not, at any time, exceed
          twenty-five percent (25%) of Market Value.

                    (c)  Floating Rate Debt.  The aggregate outstanding
          principal balance of all Floating Rate Debt of Borrower and its
          Consolidated Subsidiaries shall not exceed fifty percent (50%) of
          the aggregate outstanding principal balance of all Indebtedness
          for Borrowed Money of Borrower and its Consolidated Subsidiaries.

                    (d)  Leverage Ratio.  Borrower shall at all times
          maintain a ratio of Liabilities to EBITDA, on an annualized basis
          (determined by multiplying the quarterly EBITDA by a factor of
          four, and subject to the adjustment described in the following
          sentence), of not more than five and three-quarters (5.75) to one
          (1).  For the purposes of this provision, Borrower's EBITDA shall
          be adjusted to reflect any acquisitions made by Borrower during
          the quarter on a pro forma basis acceptable to the Agent,
          assuming the lesser of 90% or actual occupancy.

                    (e)  Debt Service Coverage Ratio.  Borrower shall at
          all times maintain a ratio of EBITDA to all required payments of
          debt service as described in this Section 5.19(e), on an
          annualized basis (determined by multiplying the quarterly EBITDA
          by a factor of four, and subject to the adjustments described in
          the following sentence), of not less than two (2.00) to one (1).
          For the purposes of this provision:  (i) Borrower's EBITDA shall
          be subject to adjustment to reflect any acquisitions made by
          Borrower during the applicable fiscal period on a pro forma basis
          acceptable to the Agent, assuming the lesser of 90% or actual
          occupancy, to exclude Service EBITDA in excess of $1,500,000 with
          respect to any annual period and to reflect, in a manner
          acceptable to the Agent, the proper treatment of such items of
          expense as payment of real property ad valorem taxes (which,
          while paid in a specific quarter, pertain to a semi-annual or
          annual period), as well as extraordinary items of income or
          expense, to the extent that the foregoing are not accrued or
          annualized in accordance with GAAP on Borrower's financial
          statements; and (ii) "debt service" shall include actual payments
          of principal and/or interest on Indebtedness for Borrowed Money,
          together with projected principal payments on all of Borrower's
          non-amortizing Indebtedness for Borrowed Money (excluding any
          construction loans); such projected principal payments shall be
          calculated on the basis of the rate of interest then applicable
          to such Indebtedness and a twenty-five (25) year mortgage
          amortization schedule for such Indebtedness.

                    (f)  Unencumbered Debt Service Coverage Ratio.
          Borrower shall at all times maintain a ratio of Unencumbered
          EBITDA to all required payments of debt service as described in
          this Section 5.19(f) on Indebtedness for Borrowed Money which is
          Unencumbered Debt, on an annualized basis (determined by
          multiplying the quarterly Unencumbered EBITDA by a factor of
          four, and subject to the adjustments described in the following
          sentence) of not less than two (2.0) to one (1).  For the
          purposes of this provision:  (i) Unencumbered EBITDA shall be
          subject to adjustment to reflect any acquisition of an
          Unencumbered Real Estate Asset (other than Raw Land or Assets
          Under Development) made by Borrower during the applicable period,
          on a pro forma basis acceptable to Agent, assuming the lesser of
          90% or actual occupancy, and to reflect, in a manner acceptable
          to the Agent, the proper treatment of such items of expense as
          payment of real property ad valorem taxes (which, while paid in a
          specific quarter, pertain to an annual or semi-annual period);
          and (ii) "debt service" shall include actual payments of
          principal and/or interest on Indebtedness for Borrowed Money,
          together with projected principal payments on all of Borrower's
          non-amortizing Indebtedness for Borrowed Money (excluding any
          construction loans) which is Unencumbered Debt; such projected
          principal payments shall be calculated on the basis of the rate
          of interest then applicable to such indebtedness and a twenty-
          five (25) year mortgage amortization schedule for such
          indebtedness.

                    (g)  Unencumbered Real Estate Assets to Unencumbered
          Debt Ratio.  The ratio of the aggregate value of Borrower's
          Unencumbered Real Estate Assets to the aggregate outstanding
          principal balance of Borrower's Unencumbered Debt shall at all
          times equal or exceed two (2.0) to one (1).  The aggregate value
          of Borrower's Unencumbered Real Estate Assets for the purposes of
          this Section 5.19(g) shall be determined (x) by including therein
          fifty percent (50%) of the book value of the Assets Under
          Development and of the Raw Land comprised within Borrower's
          Unencumbered Real Estate Assets, and (y) with respect to
          Unencumbered Real Estate Assets other than Assets Under
          Development or Raw Land, determined by reference to the
          Capitalization Factor.

                    (h)  Dividend Ratio.  The amount of all Dividends paid
          or declared by Borrower in any fiscal period shall not exceed
          ninety percent (90%) of Borrower's Distributable Cash Flow for
          such period (except as may be necessary to preserve Borrower's
          status as a REIT).

                    (i)  Assets Under Development and Raw Land.  The
          aggregate value of Borrower's Assets Under Development and Raw
          Land shall not, at any time, exceed twenty percent (20%) of
          Borrower's Market Value at such time.

                    (j)  Minimum Net Worth.  Borrower's Net Worth shall, at
          all times during the pendency of this Agreement, equal or exceed
          One Hundred Seventy Million Dollars ($170,000,000).  In the event
          that Borrower shall make any equity offerings (including, without
          limitation, any public offering, however characterized, which
          would be treated as an equity offering for the purposes of GAAP)
          during the pendency of this Agreement, the minimum Net Worth
          required to be maintained by Borrower hereunder shall be not less
          than the sum of $170,000,000 plus ninety percent (90%) of the net
          proceeds to Borrower of such offering.

                    (k)  Concentration of Stock.  Jeffrey I. Friedman and
          Susan Friedman shall at all times own, beneficially and of
          record, an aggregate of not less than five hundred thousand
          shares of Borrower's capital stock on an undiluted basis.

                    (l)  Conventional Apartments Ratio.  The aggregate
          number of Conventional Apartment units owned by Borrower and its
          Consolidated Subsidiaries shall, at all times, exceed seventy-
          five percent (75%) of the number of all Apartment Suites owned by
          Borrower and its Consolidated Subsidiaries.

                    (m)  Geographic Distribution of Apartment Suites.  All
          Apartment Suites owned by Borrower and its Consolidated
          Subsidiaries shall be located within the United States of
          America.

                    (n)  Refurbishment Expenditures.  Borrower shall not
          materially diminish its annual expenditures for the refurbishment
          of Apartment Suites and common areas from historical levels
          customarily maintained by Borrower.

                                      ARTICLE 6.

                            NEGATIVE COVENANTS OF BORROWER

                    Borrower covenants with and represents and warrants to
          the Agent and to each Bank that from and after the Closing Date
          and until all of the Obligations are paid and satisfied in full:

                    Section 6.1  Limitation on Nature of Business.
          Borrower will not at any time make any material alterations in
          the nature or character of its business as carried on at the date
          hereof, or undertake, conduct or transact any business in a
          manner prohibited by applicable law.

                    Section 6.2  Limitation on Consolidation and Merger.
          Borrower shall not at any time consolidate with or merge into or
          with any Person or Persons or enter into or undertake any plan or
          agreement of consolidation or merger with any Person.  This
          Section 6.2 shall not prohibit Borrower from (a) merging any one
          or more of Borrower's subsidiaries identified on Schedule 4.1(c)
          with or into Borrower; or (b) effecting the MIGRA Transactions.

                    Section 6.3  Limitation on Distributions, Dividends and
          Return of Capital.  (a)  Borrower shall not (i) declare or pay
          any Distribution or cash dividends of any kind on any shares of
          any class in its capital; (ii) make any payments on account of
          the purchase or other acquisition or redemption or other
          retirement of any shares of any class in its capital, or any
          warrants or options to purchase any such shares; or (iii) make
          any other Distributions of any kind in respect of any shares of
          any class in its capital, if, at the time of such payment or
          Distribution, there shall have occurred and be continuing any
          Event of Default hereunder or under any Loan Document.

                    (b)  Borrower shall make such Distributions as may be
          necessary to permit Borrower to preserve its status as a REIT,
          provided, however, that the making of any Distribution for such
          purpose which would be prohibited or would, if made, constitute a
          Default or Event of Default under any provision of this Agreement
          shall nevertheless be prohibited, or shall constitute a Default
          or an Event of Default, as the case may be.

                    (c)  Borrower shall not at any time make (whether
          directly or indirectly) any payment of any kind on any
          Indebtedness (other than the Obligations) to any other Person
          while any Default or Event of Default exists hereunder.

                    (d)  Borrower shall not at any time make (whether
          directly or indirectly) any payments or other distributions of
          any kind to any Affiliate or transfer or assign (whether directly
          or indirectly) any Property or assets of any kind to any
          Affiliate; excluding, however, from the operation of the
          foregoing provisions of this paragraph:

                    (i)  payments on transactions or contracts which are
                    permissible under Section 6.9;

                    (ii)  remuneration payable by Borrower to its
                    employees, directors, or officers in amounts approved
                    by its board of directors or officers;

                    (iii)  reimbursements by Borrower of the business
                    expenses of employees, directors and officers incurred
                    in the ordinary course of business;

                    (iv)  payments, distributions or transfers which are
                    consolidated on Borrower's financial statements; and

                    (v)  payments, distributions, or transfers to or
                    contributions to the capital of subsidiaries or
                    Affiliates of Borrower, other than Borrower's
                    Consolidated Subsidiaries, provided that (1) Borrower
                    shall have given prior written notice of the terms and
                    conditions of such transaction to the Agent,
                    (2) Borrower shall provide to the Agent such
                    documentation, and execute such agreements, as the
                    Agent deems reasonably necessary to assure that the
                    Agent and the Banks shall have the rights of an
                    unsecured creditor of Borrower with respect to the net
                    equity and excess cash flow of such subsidiary or
                    Affiliate as an unsecured creditor of Borrower after
                    payment of the senior indebtedness of such subsidiary
                    or Affiliate, to the extent such net equity and excess
                    cash flow are assets of Borrower, (3) all net equity
                    and excess cash flow of such subsidiary or Affiliate
                    shall be made available to Borrower, (4) such
                    subsidiary or Affiliate shall be a special purpose
                    corporation or affiliate structured in such a manner as
                    to assure that the only debt of such subsidiary or
                    Affiliate is acquisition or refinancing debt secured by
                    property of such subsidiary or Affiliate, and (5) no
                    proceeds of the Loans shall be used to fund such
                    subsidiary or Affiliate or shall, directly or
                    indirectly, be transferred to such subsidiary or
                    Affiliate.

          Notwithstanding any provision of this Section 6.3 to the
          contrary, Borrower shall not be permitted to make any
          Distribution which would vitiate or jeopardize in any material
          way Borrower's status or qualification as a REIT or would violate
          any other provision of this Agreement.

                    Section 6.4  Limitation on Disposition of Assets.
          During the term of this Agreement, Borrower shall not at any time
          engage in any sale, lease (as lessor), liquidation or other
          transfer, distribution or disposition of all or any material part
          of its Property or assets (either by or through a single
          transaction or by or through a series of separate but related
          transactions).

                    Section 6.5  Limitation on Investments.  Borrower shall
          not at any time make any Investments of any kind whatever in any
          Person or Persons; excluding, however, the following Investments:

                    (a)  Property to be used in the ordinary course of
          business of Borrower as multi-family apartment projects;

                    (b)  Acquisition of undeveloped land for development
          purposes;

                    (c)  Assets arising from the sale of goods and services
          in the ordinary course of business of Borrower;

                    (d)  Investments in a subsidiary or Affiliate permitted
          pursuant to Section 6.3(d)(iv) or (v);

                    (e)  Investments in direct obligations of the United
          States of America, or any agency thereof or obligations
          guaranteed by the United States of America, provided that such
          obligations mature within two (2) years from the date of
          acquisition thereof;

                    (f)  Investments in certificates of deposit maturing
          within two (2) years from the date of acquisition issued by any
          bank or trust company organized under the laws of the United
          States or any state thereof having capital surplus and undivided
          profits aggregating at least One Hundred Million and 00/100
          Dollars ($100,000,000.00); or

                    (g)  Investments in commercial paper given the highest
          rating by a national credit rating agency and maturing not more
          than two (2) years from the date of creation thereof.

          Notwithstanding any restriction set forth in this Section 6.5 to
          the contrary, Borrower shall be permitted (x) to make such
          Investments in the ordinary course of Borrower's business as
          shall not vitiate or jeopardize in any material way Borrower's
          status or qualification as a REIT and shall not, singly or
          cumulatively violate any other provisions of this Agreement
          (including without limitation those which are set forth in
          Sections 6.1, 6.6, or 6.10 hereof), and (y) to complete the MIGRA
          Transactions.

                    Section 6.6  Acquisition of Margin Securities.
          Borrower shall not own, purchase or acquire (or enter into any
          contract to purchase or acquire) any "margin security" as defined
          by any regulation of the Federal Reserve Board as now in effect
          or as the same may hereafter be in effect unless, prior to any
          such purchase or acquisition or entering into any such contract,
          the Agent, for its benefit and that of each Bank, shall have
          received an opinion of counsel satisfactory to the Agent and each
          Bank to the effect that such purchase or acquisition will not
          cause this Agreement or the Notes to be in violation of
          Regulation G, T, U, X or any other regulation of the Federal
          Reserve Board then in effect.

                    Section 6.7  Limitation on Mortgages, Liens and
          Encumbrances.  Borrower shall not at any time create, assume or
          incur any mortgage, Lien or other encumbrance in respect of any
          of its Property, assets, income or revenues of any character if,
          as a result of the creation, assumption or existence of the same,
          Borrower shall (x) breach any of Borrower's warranties or
          representations under this Agreement, or (y) violate any covenant
          contained in this Agreement.  Notwithstanding the foregoing,
          Borrower will not create, assume, incur or permit to exist any
          involuntary Lien on any of its Property, assets, income or
          revenues other than:  (i)  Liens for taxes, assessments or
          governmental charges or claims the payment of which is not at the
          time required by Section 5.8 of this Agreement; (ii) statutory
          Liens of landlords and Liens of carriers, warehousemen,
          mechanics, materialmen and other Liens imposed by law incurred in
          the ordinary course of business for sums not yet delinquent or
          being contested in good faith, if such reserve or other
          appropriate provision, if any, as shall be required by GAAP,
          shall have been made in respect thereof; and (iii) Liens (other
          than any Lien imposed by ERISA) incurred or deposits made in the
          ordinary course of business in connection with workers'
          compensation, unemployment insurance and other types of social
          security, or to secure the performance of tenders, statutory
          obligations, surety and appeal bonds, bids, leases, government
          contracts, performance and return-of-money bonds and other
          similar obligations (exclusive of Indebtedness for Borrowed
          Money).

                    Section 6.8  Limitation on Sales and Leasebacks.
          Borrower shall not at any time, directly or indirectly, sell and
          thereafter lease back any of its assets or Property.

                    Section 6.9  Transactions with Affiliates.  Except as
          set forth on Schedule 4.1(c), Borrower shall not at any time
          enter into or participate in any agreements or transactions of
          any kind with any Affiliates of Borrower, except (i) agreements
          or transactions that individually produce annual payments of less
          than Fifty Thousand and 00/100 Dollars ($50,000.00);
          (ii) agreements or transactions entered into in the ordinary
          course of business on an arms-length basis; or (iii) agreements
          permitted pursuant to Section 6.3(d)(iv); provided that any such
          agreements or transactions permitted by clause (i) above are not
          otherwise prohibited by this Agreement or any of the other Loan
          Documents and no Event of Default shall have occurred and be
          continuing or would result as a consequence thereof.

                    Section 6.10  Limitation on Certain Transactions.
          Borrower shall not acquire or purchase any equity interest in any
          other entity, or acquire or purchase any assets or obligation of
          any other entity or incur any Indebtedness for Borrowed Money if
          any such acquisition, purchase or financing (whether in any
          specific transaction or in a series of transactions or
          undertakings) would result in a violation of any one or more (or
          all) of the covenants set forth in Section 5.19 above.

                                      ARTICLE 7.

                             EVENTS OF DEFAULT; REMEDIES

                    Section 7.1  Events of Default.  The occurrence of any
          one or more of the following events shall constitute an "Event of
          Default":

                    (a)  Principal and Interest. Any principal, interest or
          any other sum payable under this Agreement or the Notes (or any
          Note) shall not be paid within five (5) days of the date on which
          the same first became due and payable hereunder, or Borrower
          shall fail to reimburse the Issuing Bank for any draws or
          disbursements made under any Letters of Credit as and when
          required by the terms of Section 2.14, above;

                    (b)  Representations and Warranties. Any representation
          or warranty at any time made by or on behalf of Borrower in this
          Agreement, any Loan Document or in any certificate, written
          report or statement furnished to the Agent or to any Bank in
          connection therewith shall prove to have been untrue, incorrect
          or breached in any material respect on or as of the date on which
          the same was made or was deemed to have been made or repeated;

                    (c)  Certain Covenants.  Borrower shall fail to comply
          with the covenants set forth in Sections 5.2(b), 5.5(a), 5.19 or
          Article 6, or shall fail to maintain the insurance required to be
          maintained pursuant to Section 5.2(b);

                    (d)  Other Covenants.  Borrower shall fail to perform,
          comply with or observe any other covenant or agreement contained
          in this Agreement and such failure or breach shall continue for
          more than twenty (20) days after the earlier of the date on which
          Borrower shall have first become aware of such failure or breach
          or the date on which the Agent or any Bank shall have first
          notified Borrower of such failure or breach (provided, however,
          that solely with respect to defaults of the nature described in
          this Section 7.1(d) which cannot be cured by the payment of money
          and cannot using appropriate diligence be cured within such 20-
          day period, Borrower shall not be deemed to have defaulted
          hereunder provided that Borrower shall commence reasonable
          curative action with respect to such matter within such 20-day
          period and shall thereafter diligently and continuously prosecute
          the same to a timely completion);

                    (e)  Loan Documents.  Borrower shall fail to observe or
          perform in any material fashion any of its obligations or
          undertakings under any Loan Document other than this Agreement,
          and such failure shall continue beyond the applicable period of
          grace (if any) provided therein, or any Loan Document shall cease
          to be legal, valid, binding or enforceable in accordance with its
          terms;

                    (f)  Litigation.  Any action at law, suit in equity or
          other legal or administrative proceeding to amend, cancel, revoke
          or rescind any Loan Document shall be commenced by or on behalf
          of Borrower or by any court or any other governmental authority
          or any court or any other governmental authority shall make a
          determination, or issue a judgment, order, decree or ruling to
          the effect that, any one or more of the covenants, agreements or
          obligations of Borrower hereunder or under any one or more of the
          other Loan Documents are illegal, invalid or unenforceable in
          accordance with the terms thereof;

                    (g)  Acceleration of Other Agreements.  Borrower shall
          default under any agreement, instrument or contract to which
          Borrower is a party or by which any of its assets or Property is
          bound, and such default shall result in all or any material part
          of the Indebtedness of Borrower becoming or being declared due
          and payable prior to the date on which such Indebtedness or any
          part thereof would otherwise have become due and payable;

                    (h)  Insolvency-Voluntary.  (i) If Borrower shall:
          (1) take any action for the termination, winding up, liquidation
          or dissolution of Borrower; (2) make a general assignment for the
          benefit of creditors, become insolvent or be unable to pay its
          debts as they mature; (3) file a petition in voluntary
          liquidation or bankruptcy; (4) file a petition or answer or
          consent seeking the reorganization of Borrower, or the
          readjustment of any of the Indebtedness of Borrower; (5) commence
          any case or proceeding under applicable insolvency or bankruptcy
          laws now or hereafter existing; (6) consent to the appointment of
          any receiver, administrator, custodian, liquidator or trustee of
          all or any part of its assets or property; (7) take any corporate
          action for the purpose of effecting any of the foregoing; or
          (8) be adjudicated as bankrupt or insolvent;

                    (i)  Insolvency-Involuntary.  If any petition for any
          proceedings in bankruptcy or liquidation or for the
          reorganization or readjustment of Indebtedness of Borrower shall
          be filed, or any case or proceeding shall be commenced, under any
          applicable bankruptcy or insolvency laws now or hereafter
          existing, against Borrower, or any receiver, administrator,
          custodian, liquidator or trustee shall be appointed for Borrower
          or for all or any part of Borrower's assets or Property, or any
          order for relief shall be entered in a proceeding with respect to
          the Borrower under the provisions of the United States Bankruptcy
          Code, as amended and such proceeding or such appointment shall
          not be dismissed or discharged, as the case may be, within
          forty-five (45) days after the filing or appointment thereof;

                    (j)  Judgment.  Any final and non-appealable judgment,
          order or decree for the payment of money in excess of Five
          Hundred Thousand and 00/100 Dollars ($500,000.00) shall be
          rendered against Borrower, and shall not be discharged within
          thirty (30) days after the date of the entry thereof;

                    (k)  ERISA.  (i) Any Termination Event shall occur and,
          as of the date thereof or any subsequent date, the sum of the
          various liabilities of Borrower and its ERISA Affiliates
          including, without limitation, any liability to the Pension
          Benefit Guaranty Corporation or its successor or to any other
          party under Sections 4062, 4063, or 4064 of ERISA or any other
          provision of law resulting from or otherwise associated with such
          event exceeds Fifty Thousand Dollars ($50,000.00); or Borrower or
          any of its ERISA Affiliates as an employer under any
          Multiemployer Plan shall have made a complete or partial
          withdrawal from such Multiemployer Plans and the plan sponsors of
          such Multiemployer Plans shall have notified such withdrawing
          employer that such employer has incurred a withdrawal liability
          requiring a payment in an amount exceeding Fifty Thousand and
          00/100 Dollars ($50,000.00);

                    (l)  Material Adverse Change.  Any material adverse
          change shall occur in the financial condition or operation of
          Borrower; or

                    (m)  Loss of Licenses or Permits.  Any of the Licenses
          and Permits now held or hereafter acquired by Borrower, shall be
          revoked or terminated and not renewed and the absence of any such
          Licenses and Permits would have a material adverse impact on the
          business, Property, prospects, profits or condition (financial or
          otherwise) of Borrower.

                    Section 7.2  Termination of Commitments and
          Acceleration of Obligations.  If any one or more of the Events of
          Default shall at any time occur and be continuing:

                    (a)  The Agent, upon the request of the Required Banks,
          shall, by giving notice to Borrower, immediately terminate the
          Credit Commitments of all of the Banks in full, and each Bank
          shall thereupon be relieved of all of its obligations to make any
          Loans and to issue (or participate as hereinabove provided in the
          issuance of) any Letters of Credit hereunder; except that if
          there shall be a Default under Section 7.1(i) or (h) hereof, the
          Credit Commitments of all of the Banks shall automatically
          terminate in full concurrently with the occurrence of such
          Default, and each Bank shall thereupon be relieved of all of its
          obligations to make any Loans hereunder.

                    (b)  The Agent, upon the request of all the Banks,
          shall, by giving notice to Borrower (a "Notice of Acceleration"),
          declare all of the Obligations, including the entire unpaid
          principal of the Notes, all of the unpaid interest accrued
          thereon, and any and all other sums payable by Borrower under
          this Agreement, the Notes, or any of the other Loan Documents, to
          be immediately due and payable; except that if there shall be an
          Event of Default under Section 7.1(i) or (h), all of the
          Obligations, including the entire unpaid balance of all of the
          Notes, all of the unpaid interest accrued thereon and all (if
          any) other sums payable by Borrower under this Agreement, the
          Notes or any of the other Loan Documents shall automatically and
          immediately be due and payable without notice to Borrower; and
          except further that if there shall be an Event of Default under
          Section 7.1(h) or (i), and if the Agent, in accordance with the
          terms of this Agreement, shall give a Notice of Acceleration to
          Borrower, Borrower shall not be required to pay any prepayment
          penalties in connection with the acceleration of any of the
          Obligations of Borrower. Thereupon, all of such Obligations which
          are not already due and payable shall forthwith become and be
          absolutely and unconditionally due and payable, without
          presentment, demand, protest or any further notice or any other
          formalities of any kind, all of which are hereby expressly and
          irrevocably waived.

                    (c)  Subject always to the provisions of Section 8.8
          hereof, the Agent may proceed to protect and enforce all or any
          of its or the Banks' rights, remedies, powers and privileges
          under this Agreement, the Notes or any of the other Loan
          Documents by action at law, suit in equity or other appropriate
          proceedings, whether for specific performance of any covenant
          contained in this Agreement, any Note or any of the other Loan
          Documents, or in aid of the exercise of any power granted to the
          Agent herein or therein. If the Agent shall fail or refuse to so
          proceed, the Banks shall be entitled to take such action as they
          shall deem appropriate to enforce their rights hereunder and
          under the other Loan Documents.

                    Section 7.3  No Implied Waiver; Rights Cumulative. No
          delay on the part of the Agent or any Bank in exercising any
          right, remedy, power or privilege hereunder or under any of the
          other Loan Documents or provided by statute or at law or in
          equity or otherwise shall impair, prejudice or constitute a
          waiver of any such right, remedy, power or privilege or be
          construed as a waiver of any Default or Event of Default or as an
          acquiescence therein.  No right, remedy, power or privilege
          conferred on or reserved to the Agent or any Bank under any of
          the Loan Documents or otherwise is intended to be exclusive of
          any other right, remedy, power or privilege.  Each and every
          right, remedy, power and privilege conferred on or reserved to
          the Agent or any Bank under any of the Loan Documents or
          otherwise shall be cumulative and in addition to each and every
          other right, remedy, power or privilege so conferred on or
          reserved to Agent or any such Bank, and may be exercised at such
          time or times and in such order and manner as the Agent or any
          such Bank shall (in its sole and complete discretion) deem
          expedient.

                                      ARTICLE 8.

                          CONCERNING THE AGENT AND THE BANKS

                    Section 8.1  Appointment of the Agent.  Each of the
          Banks hereby appoints NCB to serve as its Agent under this
          Agreement and the other Loan Documents, and in such capacity, to
          administer this Agreement and the other Loan Documents.

                    Section 8.2  Authority.  Each of the Banks hereby
          irrevocably authorizes the Agent (i) to take such action on its
          behalf under this Agreement and the other Loan Documents and to
          exercise such powers and to perform such duties hereunder and
          thereunder as are delegated to or required of the Agent by the
          terms hereof or thereof, together with such powers as are
          reasonably incidental thereto; and (ii) to take such action on
          such Bank's behalf as the Agent shall consider reasonably
          necessary or advisable for the protection, collection or
          enforcement of any of the Obligations.

                    Section 8.3  Acceptance of Appointment.  The Agent
          hereby accepts its appointment as Agent for each of the Banks
          under this Agreement and the other Loan Documents, on the terms
          set forth in this Agreement, including the following:

                    (a)  The Agent makes no representation as to the value,
          validity or enforceability of this Agreement or of any of the
          other Loan Documents or as to the correctness of any statement
          contained in this Agreement or in any of the other Loan
          Documents;

                    (b)  The Agent may exercise its powers and perform its
          duties under this Agreement and the other Loan Documents either
          directly or through its agents or attorneys;

                    (c)  The Agent shall be entitled to obtain from counsel
          selected by it advice with respect to legal matters pertaining to
          this Agreement or any of the other Loan Documents, and shall not
          be liable for any action taken, omitted to be taken or suffered
          in good faith in accordance with the advice of such counsel,
          except for losses due to the Agent's gross negligence or willful
          misconduct;

                    (d)  The Agent shall not be required to use its own
          funds in the performance of any of its duties or in the exercise
          of any of its rights or powers, and shall not be obligated to
          take any action which, in its reasonable judgment, would involve
          it in any expense or liability unless it shall have been
          furnished security or indemnity in an amount and in form and
          substance satisfactory to it;

                    (e)  The Agent, in performing its duties and functions
          under this Agreement and the other Loan Documents on behalf of
          the Banks, will exercise the same care which it normally
          exercises in making and handling loans in which it alone is
          interested, but the Agent does not assume further responsibility;
          and

                    (f)  The Agent shall not be removed, replaced or
          succeeded without its consent except for its gross negligence or
          willful misconduct.

                    Section 8.4  Agency Fee.  Agent shall collect for its
          sole benefit the Agency Fee which shall be payable as hereinabove
          provided.

                    Section 8.5  Application of Moneys.  All moneys
          realized by the Agent under the Loan Documents shall be held by
          the Agent for application in accordance with Section 2.6(b)
          hereof.

                    Section 8.6  Reliance by the Agent and Banks.  The
          Agent and each Bank shall be entitled to rely on any notice,
          consent, certificate, affidavit, letter, telegram, telecopy,
          facsimile or teletype message, statement, order, instrument or
          other document believed by it to be genuine and correct and to
          have been signed or sent by the proper person or persons.  The
          Agent shall deem and treat the payee of any Note as the absolute
          owner thereof for all purposes hereof until such time as it
          receives written notice of an assignment permitted hereunder of
          such payee's interest, together with the written agreement of the
          assignee in form and substance reasonably satisfactory to Agent
          that such assignee is bound by this Agreement as a "Bank"
          hereunder.

                    Section 8.7  Exculpatory Provisions.  (a) Neither the
          Agent nor any of its shareholders, directors, officers, employees
          or agents shall be liable in any manner to any Bank for any
          action taken, omitted to be taken or suffered in good faith by it
          or them under any of the Loan Documents or in connection
          therewith, or be responsible for the consequences of any
          oversight or error of judgment, except for losses due to gross
          negligence or willful misconduct of the Agent or any such
          shareholder, director, officer, employee or agent.  Without
          limiting the generality of the foregoing, under no circumstances
          shall the Agent be subject to any liability to any Bank on
          account of any action taken or omitted to be taken by the Agent
          in compliance with the direction of the Required Banks or all
          Banks, as the case may be as provided for hereunder.

                    (b)  The Agent shall not be responsible in any manner
          to any Bank for the due execution, effectiveness, genuineness,
          validity, enforceability, perfection or recording of this
          Agreement, any of the Notes, any of the other Loan Documents or
          for any certificate, report or other document used under or in
          connection with this Agreement or any of the other Loan
          Documents, or for the truth or accuracy of any recitals,
          statements, warranties or representations contained herein or in
          any certificate, report or other document at any time hereafter
          furnished or purporting to have been furnished to it by or on
          behalf of Borrower, or any other Person, or be under any
          obligation to any Bank to ascertain or inquire as to the
          performance or observance of any of the covenants, agreements or
          conditions set forth in this Agreement, the Notes or any of the
          other Loan Documents or as to the use of any moneys lent
          hereunder or thereunder, except for losses due to the Agent's
          gross negligence or willful misconduct.

                    (c)  The Agent shall not be obligated to take any
          action or refrain from taking any action hereunder or under any
          Loan Document that might, in its judgment, involve it in any
          expense or liability until it shall have been indemnified to its
          satisfaction by, or received an agreement to indemnify from, each
          Bank.  If a court of competent jurisdiction shall determine that
          any amount received and distributed by the Agent is to be repaid,
          each Person to whom any such distribution shall have been made
          shall either repay to the Agent such Person's proportionate share
          of the amount so determined to be repaid or shall pay over the
          same in such manner and to such Persons as shall be determined by
          such court.

                    Section 8.8  Action by the Agent.  Except as otherwise
          expressly provided in this Agreement or in any other Loan
          Document, the Agent will take such action, assert such rights and
          pursue such remedies under this Agreement and the other Loan
          Documents as the Required Banks or all of the Banks, as the case
          may be as provided for hereunder, shall direct.  Except as
          otherwise expressly provided in any of the Loan Documents, the
          Agent will not (and will not be obligated to) take any action,
          assert any rights or pursue any remedies under this Agreement or
          any of the other Loan Documents in violation or contravention of
          any express direction or instruction of the Required Banks or all
          of the Banks, as the case may be as provided for hereunder.  The
          Agent may refuse (and will not be obligated) to take any action,
          assert any rights or pursue any remedies under this Agreement or
          any of the other Loan Documents without the express written
          direction and instruction of the Required Banks or all of the
          Banks, as the case may be as provided for hereunder.  If the
          Agent fails, within a commercially reasonable time, to take such
          action as may properly be directed by the Required Banks or all
          of the Banks, as the case may be as provided for hereunder, such
          parties may take such action in the Agent's place and stead, on
          behalf of all Banks.  All notices, Loan Documents, supporting
          documentation, appraisals, surveys, environmental site
          assessments, and other material information required to be
          delivered by Borrower to the Agent hereunder, including without
          limitation those notices and reports furnished to the Agent by
          Borrower as more particularly described in Sections 2.4 and/or
          5.1, above, shall be delivered to each Bank within a reasonable
          time after the Agent's receipt of same by the Agent.  No Bank
          (other than the Agent, acting in its capacity as the Agent) shall
          be entitled to take any enforcement action of any kind under any
          of the Loan Documents, except as expressly provided in this
          Agreement. Action that may be taken by Required Banks or all of
          the Banks, as the case may be as provided for hereunder, may be
          taken pursuant to a vote at a meeting (which may be held by
          telephone conference call) of all Banks, or pursuant to the
          written consent or direction of such Banks.  Each Bank shall be
          entitled to request such reasonable information about Borrower
          from the Agent as such Bank may determine to be appropriate.

                    Section 8.9  Defaults.  The Agent will promptly notify
          each Bank of any Default or Event of Default or any failure by
          Borrower to make any payment in respect of any of the Notes,
          provided, however, that the Agent shall not be deemed to have
          knowledge of any item until such time as the Agent's officers
          responsible for administration of the Loans shall receive written
          notice thereof or have actual knowledge of such event.  If any
          Bank becomes aware of any Default or Event of Default by
          Borrower, it shall promptly notify the Agent and each Bank
          thereof, provided, however, that no Bank shall be deemed to have
          knowledge of any item until such time as its officers responsible
          for administration of the Loans shall receive written notice
          thereof, or have actual knowledge of such event.

                    Section 8.10  Amendments, Waivers and Consents.  Any
          provision of this Agreement, the Notes or the other Loan
          Documents may be amended or waived upon the consent of the
          Required Banks; and after such consent the Agent, on behalf of
          all Banks, may execute and deliver to Borrower a written
          instrument waiving or amending such provision; provided, however,
          that neither this Agreement, the Notes, nor any of the other Loan
          Documents may be amended, waived or a variation therefrom
          consented to without the written consent of the Agent and all of
          Banks which effect (i) a change in the Maximum Commitment; (ii) a
          change in any Bank's Credit Commitment; (iii) a reduction in the
          interest rates or reduction of the principal set forth in the
          Notes; (iv) the extension of the maturity date on the Notes
          beyond the Termination Date; (v) a change in the payment
          schedule; (vi) any acceleration of Borrower's Obligations under
          any of the Loan Documents or any amendment to Section 7.2; (vii)
          any waiver of any Event of Default under Section 7.1(a); (viii) a
          change in this paragraph, the definition of Required Bank or any
          provision of this Agreement which requires consent or action of
          all Banks for action thereunder; (ix) a change in the obligations
          and liabilities of the Agent; (x) a change which increases the
          obligations of any Bank; or (xi) a reduction in any fees or
          charges hereunder or in Sections 2.10, 2.11, 5.10(a) or 9.5
          hereof.

                    Section 8.11  Indemnification.  Each Bank agrees to
          indemnify the Agent (to the extent that the Agent is not promptly
          reimbursed by Borrower), in accordance with (and limited to) such
          Bank's respective Participation Percentage, from and against any
          and all liabilities, obligations, losses, damages, penalties,
          interests, actions, judgments and suits of any kind or nature
          whatsoever which may be imposed on, incurred by or asserted
          against the Agent (solely in its capacity as Agent hereunder)
          relating to or arising out of this Agreement or any of the other
          Loan Documents or relating to any action taken or omitted by the
          Agent under this Agreement or any of the other Loan Documents,
          provided that no Bank shall be liable under this Section 8.11 for
          any portion of such liabilities, obligations, losses, damages,
          penalties, interest, actions, judgments or suits resulting from
          the Agent's gross negligence or willful misconduct.

                    Section 8.12  Reimbursement of the Agent.  Upon the
          occurrence of an Event of Default which Borrower has not cured
          within a reasonable period of time and subject to the consent of
          the Required Banks (or all Banks, as appropriate) to the taking
          by the Agent of any action under the Loan Documents, each Bank
          further agrees to reimburse the Agent, in accordance with (and
          limited to) such Bank's respective Participation Percentage, for
          any reasonable out-of-pocket costs or expenses incurred by the
          Agent in connection with its duties under this Agreement
          (including, but not limited to, reasonable fees and disbursements
          of counsel, travel and living expenses away from home of
          employees or agents of the Agent and compensation of agents or of
          experts employed by the Agent to render services for the Banks
          hereunder), but only to the extent such fees, disbursements,
          expenses and compensation have not been promptly reimbursed to
          the Agent by Borrower.  If any such sums are reimbursed to the
          Agent by Borrower after one or more Banks have reimbursed the
          Agent for such sums, the Agent will refund such sums ratably to
          the Banks which contributed such sums.

                    Section 8.13  Dealing with the Banks.  The Agent may at
          all times deal solely with the several Banks for all purposes of
          this Agreement and the protection, enforcement and collection of
          the Notes, including without limitation the acceptance and
          reliance upon any certificate, consent or other document executed
          on behalf of one or more of the Banks and the division of
          payments pursuant to Sections 2.4, 2.5, 2.6 or 8.5 hereof.  The
          Agent shall not have a fiduciary relationship in respect of any
          Bank by reason of this Agreement.  The Agent shall have no
          implied duties to the Banks, or any obligation to the Banks to
          take any action hereunder except for those actions which are
          specifically provided by this Agreement to be taken by the Agent.
          No Bank shall have a fiduciary relationship in respect of the
          Agent by reason of this Agreement.  No Bank shall have any
          implied duties to the Agent, or any obligation to the Agent to
          take any action hereunder except any action specifically provided
          by this Agreement to be taken by the Banks.

                    Section 8.14  The Agent as Bank.  NCB shall, in its
          capacity as a Bank under the Loan Documents, have the same
          obligations, rights, remedies, powers and privileges under the
          Loan Documents as it would have were it not also the Agent.

                    Section 8.15  Duties Not to be Increased.  The duties
          and liabilities of the Agent under this Agreement and the other
          Loan Documents shall not be increased or otherwise changed
          without its express prior written consent.  The Agent shall have
          no duty to provide information to the Banks except as expressly
          set forth herein.

                    Section 8.16  Bank Credit Decisions.  Each Bank
          acknowledges that it has, independently of and without reliance
          upon the Agent or any of the other Banks, made its own credit
          analysis and decision to enter into this Agreement and the other
          Loan Documents to which it is a party.  Each Bank also
          acknowledges that it will, independently of and without reliance
          upon the Agent or any of the other Banks, continue to make its
          own credit decisions in taking or not taking action under this
          Agreement or any of the other Loan Documents and in determining
          the compliance or lack thereof by Borrower and any other Person
          with any provision of any Loan Document or other document or
          agreement.

                    Section 8.17  Resignation of the Agent.  NCB and any
          successor Agent may resign as such at any time by giving at least
          ninety (90) days' prior written notice of resignation to each
          Bank and to Borrower.  Such resignation will be effective on the
          date which is specified in such notice.  Upon any such
          resignation by NCB as Agent, or in the event the office of Agent
          shall thereafter become vacant for any other reason, the Required
          Banks shall appoint a successor Agent, by an instrument in
          writing signed by the Required Banks and delivered to such
          successor Agent and Borrower, whereupon such successor Agent
          shall succeed to all of the rights and obligations of the
          resigning Agent as if originally named.  The resigning Agent
          shall duly assign, transfer and deliver to such successor Agent
          all moneys at the time held by it hereunder, after deducting
          therefrom its expenses for which it is entitled to be reimbursed.
          Upon such succession of any such successor Agent, the prior Agent
          shall thereafter be discharged from its duties and obligations
          hereunder.  After the resignation of an Agent, the provisions of
          this Section 8.17 shall continue in effect for its benefit in
          respect of any actions taken or omitted to be taken by it while
          it was acting as Agent.

                    Section 8.18  Assignment of Notes: Participation.
          (a) Each Bank may, with concurrent notice to the Agent and
          Borrower, but without the consent of Borrower or any other Bank,
          assign to one or more banks or other financial institutions all
          or a portion of its rights and obligations under this Agreement,
          the Notes and the other Loan Documents; provided that (i) for
          each such assignment, the parties thereto shall execute and
          deliver an assignment and assumption agreement, in form and
          substance acceptable to the Agent, together with any Notes
          subject to such assignment, and (ii) no such assignment shall be
          for less than Five Million and 00/100 Dollars ($5,000,000.00) of
          the aggregate of the assigning Bank's Credit Commitment, unless
          such assignment is to a then-current holder of a Note.  Upon the
          delivery of an executed assignment and assumption agreement as
          described in the preceding sentence to the Agent, from and after
          the date specified as the effective date therein (the "Acceptance
          Date"), (x) the assignee thereunder shall be a party hereto, and,
          to the extent that rights and obligations hereunder have been
          assigned to it pursuant to such agreement, such assignee shall
          have the rights and obligations of a Bank hereunder; and (y) the
          assignor thereunder shall, to the extent that rights and
          obligations hereunder have been assigned by it pursuant to such
          agreement, relinquish its rights (other than any rights it may
          have pursuant to Section 9.5 which will survive) and be released
          from its obligations under this Agreement (and, in the case of an
          assignment covering all or the remaining portion of an assigning
          Bank's rights and obligations under this Agreement, such Bank
          shall cease to be a party hereto).

                    (b)  Each Bank may sell participations of up to fifty
          percent (50%) of its rights and obligations under the Loan
          Documents to one or more banks or other financial institutions;
          provided, however, that (i) any selling Banks' obligations under
          the Loan Documents shall remain unchanged by any such
          participation, (ii) such Bank shall remain solely responsible to
          the other parties hereto for the performance of such obligations,
          (iii) such Bank shall remain the holder of its Note for all
          purposes of the Loan Documents, (iv) the participating banks or
          other entities shall be entitled to the cost protection
          provisions of Sections 2.10 and 9.5 hereof, but a participant
          shall not be entitled to receive pursuant to such provisions an
          amount larger than its share of the amount to which the Bank
          granting such participation would have been entitled,
          (v) Borrower, the Agent and the other Banks shall continue to
          deal solely and directly with the selling Bank in connection with
          such Bank's rights and obligations under the Loan Documents, and
          (vi) no such transfer shall include the transfer of any of such
          Bank's rights to grant consents or approve amendments or
          modifications to the Loan Documents except with respect to those
          items requiring the action of or consent by all Banks or
          affecting the rights and obligations of Agent.  Each Bank may
          share any and all information received by it from or on behalf of
          the Borrower pursuant to this Agreement or any of the other Loan
          Documents with any participant or prospective participant of such
          Bank.

                    (c)  Notwithstanding any other provision of this
          Section 8.18 to the contrary, NCB hereby agrees that so long as
          NCB shall be the Agent hereunder, NCB's Credit Commitment shall
          be equal to or greater than the largest Credit Commitment of any
          other Bank.  To that end, NCB covenants and agrees that so long
          as NCB shall be the Agent hereunder, it shall not sell, assign,
          dispose of or participate any portion of or interest (whether
          legal or beneficial) in its Credit Commitment if the result
          thereof would be to reduce NCB's Credit Commitment or interest in
          or to the Loan Documents (or any of them) below the level
          required by the preceding sentence.

                                      ARTICLE 9.

                          PROVISIONS OF GENERAL APPLICATION

                    Section 9.1  Duration.  This Agreement shall continue
          in full force and effect and the duties, covenants, and
          liabilities of Borrower hereunder and all the terms, conditions,
          and provisions hereof relating thereto shall continue to be fully
          operative until all Obligations to the Agent and each Bank have
          been satisfied in full, provided, however that notwithstanding
          the provisions of this Section 9.1 the Commitments shall expire
          and all Obligations shall be due and payable on the Termination
          Date.

                    Section 9.2  Notices.  (a)  All notices and other
          communications pursuant to this Agreement shall be in writing,
          either delivered in hand or sent by first-class mail, postage
          prepaid, or sent by telex, telecopier, facsimile transmission or
          telegraph, addressed as follows:

                    (i)  If to Borrower, to:

                         Associated Estates Realty Corporation
                         5025 Swetland Court
                         Cleveland, Ohio  44143
                         Telecopier:  (216) 289-9600
                         Attn:  Jeffrey I. Friedman, President


                         with a copy to:

                         Associates Estates Realty Corporation
                         5025 Swetland Court
                         Cleveland, Ohio  44143
                         Telecopier:  (216) 289-9600
                         Attn:  Martin A. Fishman, Esq.,
                                General Counsel

                    (ii) If to Agent, to:

                         National City Bank
                         1900 East Ninth Street
                         Cleveland, Ohio   44101
                         Telecopier:  (216) 575-3160
                         Attn:  Gary L. Wimer, Vice President

                         with a copy to:

                         Taft, Stettinius & Hollister
                         Bond Court Building, Suite 600
                         1300 East Ninth Street
                         Cleveland, Ohio  44114
                         Telecopier:  (216) 241-2837
                         Attn:  William K. Smith, Esq.

                   (iii) If to a Bank, to such Bank's address set forth
                         on Schedule 1;

          or to such other addresses or by way of such telex and other
          numbers as any party hereto shall have designated in a written
          notice to the other parties hereto.

                    (b)  Except as otherwise expressly provided herein, any
          notice or other communication given under this Agreement or any
          other Loan Document shall be deemed to have been duly given or





          made and to have become effective when delivered in hand to the
          party to which it is directed, or, if sent by first-class mail,
          postage prepaid, or by telex, telecopier, facsimile transmission
          or telegraph, and properly addressed in accordance with
          Section 9.2(a): (i) when received by the addressee; or (ii) if
          sent by first class mail, postage prepaid, on the third (3rd)
          Business Day following the day of the dispatch thereof, whichever
          of (i) or (ii) shall be the earlier; provided, however, that any
          notice sent by telex, telecopier or facsimile transmission or
          telegraph shall be confirmed by a counterpart thereof sent by
          overnight courier or hand-delivery.

                    Section 9.3  Survival of Representations.  All
          representations and warranties made by or on behalf of Borrower
          in this Agreement or any of the other Loan Documents shall be
          deemed to have been relied upon by the Agent and each Bank
          notwithstanding any investigation made by Agent or any Bank.  All
          such representations and warranties shall survive the making of
          each of the Loans and the issuance of the Letters of Credit until
          all of the Obligations shall have been paid in full.

                    Section 9.4  Amendments.  Each of the Loan Documents
          may be modified, amended or supplemented in any respect whatever,
          only by a written instrument signed by Borrower and the Agent
          with the prior written consent or approval of the Required Banks
          or all of the Banks (as the case may be), all in accordance with
          the terms of Section 8.10 hereof.

                    Section 9.5  Costs, Expenses, Taxes and
          Indemnification.  (a)  Borrower absolutely and unconditionally
          agrees to pay to the Agent, and to reimburse the Agent for, all
          reasonable out-of-pocket costs and expenses (including legal fees
          and expenses) which shall at any time be incurred or sustained by
          the Agent or any of its directors, officers, employees or agents
          as a consequence of or any way in connection with:  (a) the
          preparation, negotiation, execution and delivery of the Loan
          Documents; (b) the perfection and continuation of the rights of
          the Banks and the Agent in connection with the Loans;
          (c) preparation, negotiation, execution, or delivery of any
          amendment or modification of any of the Loan Documents; or (d) in
          the granting by the Agent or any Bank of any consents, approvals
          or waivers under any of the Loan Documents.

                    (b)  Borrower absolutely and unconditionally agrees to
          pay to the Agent, for the account of Agent and each Bank and upon
          demand by the Agent or any Bank at any time and as often as the
          occasion therefor may require, all reasonable out-of-pocket costs
          and expenses which shall be incurred or sustained by the Agent,
          any Bank or their respective directors, officers, employees or
          agents as a consequence of, on account of, in relation to or any
          way in connection with the exercise, protection or enforcement
          any of its rights, remedies, powers or privileges hereunder or
          under any of the Loan Documents or in connection with any
          litigation, proceeding or dispute arising from or related to any
          of the Loan Documents (including, but not limited to, all of the
          reasonable fees and disbursements of consultants, legal advisers,
          accountants, experts and agents for the Agent or any Bank, the
          reasonable travel and living expenses away from home of
          employees, consultants, experts or agents of the Agent or any
          Bank, and the reasonable fees of agents, consultants and experts
          of the Agent or any Bank for services rendered on its behalf).

                    (c)  Borrower shall absolutely and unconditionally
          indemnify and hold harmless the Agent and each Bank against any
          and all claims, demands, suits, actions, causes of action,
          damages, losses, settlement payments, obligations, costs,
          expenses and all other liabilities whatsoever which shall at any
          time or times be incurred or sustained by the Agent or any Bank
          or by any of their respective shareholders, directors, officers,
          employees, subsidiaries, Affiliates or agents on account of, or
          in relation to, or in any way in connection with, any of the
          arrangements or transactions contemplated by, associated with or
          ancillary to this Agreement or any of the other Loan Documents,
          without regard to whether all or any of the transactions
          contemplated by, associated with or ancillary to this Agreement,
          or any of such Loan Documents shall ultimately be consummated.

                    (d)  Borrower hereby covenants and agrees that any sums
          expended by the Agent or any Bank for which Agent or any Bank is
          entitled to reimbursement under this Section 9.5 shall be
          immediately due and payable upon demand by the Agent or any Bank,
          and shall bear interest at the Default Interest Rate from the
          date on which the Agent or such Bank incurred such expense until
          the date such payment is made in full.

                    (e)  Borrower's indemnity obligations under this
          Section 9.5 shall not extend to any losses, costs, expenses or
          damages proximately caused by the gross negligence or willful
          misconduct of any party which, absent this Section 9.5(e), would
          be entitled to indemnification hereunder.

                    Section 9.6  Set-Off; Sharing of Set-Off Proceeds.  (a)
          Borrower hereby confirms to the Agent and to each Bank the
          continuing and immediate rights of set-off of the Agent and each
          Bank with respect to all deposits, balances and other sums
          credited by or due from Agent or such Bank or any of their
          respective offices or branches to Borrower, which rights are in
          addition to any other rights which the  Agent or such Bank may
          have under applicable law.  If any principal, interest or other
          sum payable by Borrower to the Agent or any Bank under the Notes
          or any of the Loan Documents is not paid punctually as and when
          the same shall first become due and payable, or if any Event of
          Default shall at any time occur and be continuing, any deposits,
          balances or other sums credited by or due from Agent or such Bank
          or any of their respective offices or branches to Borrower, may,
          without any prior notice of any kind to Borrower, and without any
          other conditions precedent now or hereafter imposed by statute,
          rule or law or otherwise (all of which are hereby expressly and
          irrevocably waived by Borrower), be immediately set off,
          appropriated and applied by the Agent or such Bank toward the
          payment and satisfaction of the Obligations in accordance with
          the provisions of paragraph (b) below.

                    (b)  Each Bank and the Agent agrees that if it shall
          receive (whether by payment received otherwise than in accordance
          with the terms of the Loan Documents, exercise of the right of
          set-off, counterclaim, cross-claim, enforcement of any claim, or
          proceedings against Borrower or any other Person or Persons,
          proof of claim in bankruptcy, reorganization, liquidation,
          receivership or other similar proceedings, or otherwise), and
          shall retain and apply to the payment of any of the Obligations
          owing to it any amount in excess of its Funded Percentage of the
          aggregate of all payments received by all of the Banks and the
          Agent in respect of all of the Obligations, such Bank will
          promptly make such dispositions and arrangements with the other
          Banks and the Agent with respect to such excess, either by way of
          distribution, pro tanto assignment of claim, subrogation or
          otherwise, as shall result in each of the Banks receiving its
          Funded Percentage of such payments.

                    Section 9.7  Binding Effect; Assignment.  This
          Agreement shall be binding upon and inure to the benefit of the
          parties hereto and their respective successors and permitted
          assigns; provided, however, that (i) Borrower may not assign or
          delegate any of its rights or obligations hereunder without the
          express prior written consent of the Agent and all Banks; and
          (ii) no Bank may assign or delegate its rights or obligations
          hereunder except in accordance with Section 8.18 hereof.

                    Section 9.8  Governing Law; Jurisdiction and Venue.
          (a) This instrument and the rights and obligations of all parties
          hereunder shall be governed by and construed under the
          substantive laws of the State of Ohio, without reference to the
          conflict of laws principles of such state.

                    (b) The Agent, each Bank and Borrower hereby designate
          all state and federal courts of record sitting in Cleveland, Ohio
          as forums where any action, suit or proceeding in respect of or
          arising out of this Agreement, the Notes, Loan Documents, or the
          transactions contemplated by this Agreement may be prosecuted as
          to all parties, their successors and assigns, and each hereby
          consents to the jurisdiction and venue of such courts.  Borrower
          waives any and all personal rights under the laws of any other
          state to object to jurisdiction within the State of Ohio for the
          purposes of litigation to enforce the Obligations of Borrower.
          In the event any such litigation shall be commenced, Borrower
          agrees that service of process may be made, and personal
          jurisdiction over Borrower obtained, by service of a copy of the
          summons, complaint and other pleadings required to commence such
          litigation upon Borrower's appointed Agent for Service of Process
          in the State of Ohio, which the undersigned hereof designates to
          be:  Martin A. Fishman, Esq., 5025 Swetland Court, Cleveland,
          Ohio 44143.  Borrower recognizes and agrees that such designation
          agency has been created for the benefit of the Borrower, and the
          parties agree that this designation shall not be revoked,
          withdrawn, or modified without the prior written consent of the
          Agent.

                    Section 9.9  WAIVER OF JURY TRIAL.  AS A MATERIAL
          INDUCEMENT FOR THE BANKS TO EXTEND CREDIT TO BORROWER, AND AFTER
          HAVING THE OPPORTUNITY TO CONSULT COUNSEL, BORROWER HEREBY
          EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR
          PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
          DOCUMENTS OR ARISING IN ANY WAY FROM THE OBLIGATIONS.

                    Section 9.10 Waivers.  Borrower waives notice of
          nonpayment, demand, notice of demand, presentment, protest and
          notice of protest with respect to the Obligations, or notice of
          acceptance hereof, notice of the Loans made, credit extended, or
          any other action taken in reliance hereon, and all other demands
          and notices of any description, except for those notices which
          are expressly provided for herein.

                    Section 9.11  Integration of Schedules and Exhibits.
          The Exhibits and Schedules annexed to this Agreement are part of
          this Agreement and are incorporated herein by reference.

                    Section 9.12  Headings.  The table of contents,
          headings of the Articles, Sections and paragraphs of this
          Agreement have been inserted for convenience of reference only
          and shall not be deemed to alter, limit or affect the scope,
          meaning or interpretation of any provision of this Agreement.

                    Section 9.13  Counterparts.  This Agreement may be
          executed in any number of counterparts, and signature pages but
          all of such counterparts shall together constitute a single
          agreement.  In making proof of this Agreement, it shall not be
          necessary to produce or account for more than one counterpart
          hereof signed by each of the parties hereto.

                    Section 9.14  Severability.  If any provision of this
          Agreement, or the application thereof to any person or
          circumstance shall be invalid or unenforceable to any extent, the
          balance of this Agreement and the application of all provisions
          of this Agreement to all other persons and circumstances shall
          not be affected thereby; each provision of this Agreement shall
          remain valid and enforceable to the fullest extent permitted by
          law.

                    Section 9.15  Miscellaneous.  All of the rights of the
          Agent and each Bank contained in this Agreement shall likewise
          apply insofar as applicable to any modification of or supplement
          to this Agreement. No officers, directors, shareholders or
          employees of Borrower shall have any personal liability for any
          obligations under this Agreement or as a result of any documents
          or certificates delivered pursuant to this Agreement, except in
          cases of actual fraud or willful misconduct; provided, however,
          that nothing in this sentence shall be deemed in any way to limit
          the absolute and unconditional liability of Borrower for the full
          and timely payment, observance and performance of all of its
          obligations hereunder.

                    Section 9.16  Confidentiality.  (a)  Borrower
          acknowledges that from time to time financial advisory,
          investment banking and other services may be offered or provided
          to Borrower or one or more of its Affiliates by the Agent or any
          Bank, or by their respective Affiliates, and Borrower hereby
          authorizes the Agent and each Bank to share any information
          delivered to it by Borrower or its Affiliates pursuant to this
          Agreement, or in connection with their respective decisions to
          enter into this Agreement, with any such Affiliate, it being
          understood that any such Affiliate receiving such information
          shall be bound by the provisions of clause (b) below as if it
          were a Bank hereunder.

                    (b)  Each Bank and the Agent agrees to keep
          confidential, in accordance with their customary procedures for
          handling confidential information, any non-public information
          supplied to it by Borrower pursuant to this Agreement which is
          identified by Borrower as being confidential at the time the same
          is delivered to Agent or any Bank.  Notwithstanding the foregoing
          to the contrary, the Agent and any Bank may disclose any such
          information: (i) to the extent required by statute, rule,
          regulation or judicial process, (ii) to its counsel, (iii) to
          regulatory personnel, auditors or accountants, (iv) to the Agent
          or any other Bank, (v) in connection with any litigation to which
          any one or more of the Banks or the Agent is a party, (vi) to an
          Affiliate of Agent or any Bank as provided in clause (a) above,
          or (vii) to any assignee or participant (or prospective assignee
          or participant) so long as such assignee or participant (or
          prospective assignee or participant) agrees to be bound by the
          provisions hereof."

                    IN WITNESS WHEREOF, the parties have caused this
          Amended and Restated Credit Agreement to be signed by their
          respective officers as of the day first above written.

                                             BORROWER:

                                             ASSOCIATED ESTATES REALTY
                                             CORPORATION


                                             By:  /S/ Martin A. Fishman
                                                  Name: Martin A. Fishman
                                                  Title:Vice President


                                             AGENT:





                                             NATIONAL CITY BANK


                                             By:  /s/ Gary L. Wimer
                                                  Gary L. Wimer
                                                  Vice President


                                             THE BANKS:

                                             NATIONAL CITY BANK


                                             By:  /s/ Gary L. Wimer
                                                  Gary L. Wimer
                                                  Vice President


                                             BANK ONE, CLEVELAND, N.A.


                                             By:  /s/Douglas D. Lyons
                                                  Name: Douglas D. Lyons
                                                  Title:Vice President


                                             MANUFACTURERS AND TRADERS
                                             TRUST COMPANY


                                             By:  /s/Kevin B. Quinn
                                                  Name: Kevin B. Quinn
                                                  Title:Banking Officer


                                             THE FIRST NATIONAL BANK
                                             OF CHICAGO


                                             By:  /s/Gregory A. Gilbert
                                                  Name: Gregory A. Gilbert
                                                  Title:Vice President



                                             COMERICA BANK


                                             By:  /s/ David J. Campbell
                                                  Name: David J. Campbell
                                                  Title:Vice President


                                             HARRIS TRUST & SAVINGS BANK


                                             By:  /s/ Gregory M. Bins
                                                  Name: Gregory M. Bins
                                                  Title:Vice President

                                             HUNTINGTON BANK-CLEVELAND,
                                                  N.A.

                                             By:  /s/ Gerald A. Buck
                                                  Name: Gerald A. Buck
                                                  Title:

                                      SCHEDULE 1

                                          to

                       Third Amended Restated Credit Agreement

<TABLE>
<CAPTION>
                                           Participation     Credit
                       Bank                  Percentage    Commitment

          <S>                                   <C>      <C>
          National City Bank                    20%      $ 20,000,000

          Bank One, Cleveland, N.A.             14%        14,000,000

          Manufacturers and
             Traders Trust Company              14%        14,000,000

          First National Bank                   16%        16,000,000
             of Chicago

          Comerica Bank                         11%        11,000,000

          Harris Trust & Savings Bank           16%        16,000,000

          Huntington Bank-Cleveland,N.A.         9%         9,000,000

                                               100%      $100,000,000
</TABLE>