SUPERTEL HOSPITALITY INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10_1.txt
<TEXT>

                                 FIXED RATE NOTE

$14,830,000                                     Effective as of November 7, 2005
                                                         Funded November 9, 2005

         FOR VALUE RECEIVED, SPPR-HOTELS, LLC, a Delaware limited liability
company ("Maker"), having its principal place of business at 309 N. 5th Street,
Norfolk, NE 68701, promises to pay to the order of CITIGROUP GLOBAL MARKETS
REALTY CORP., a New York corporation, its successors or assigns ("Payee") at the
office of Payee or its agent, designee or assignee at 388 Greenwich Street, 19th
Floor, New York, NY 10013, or at such place as the holder hereof may from time
to time designate in writing, the principal sum of FOURTEEN MILLION EIGHT
HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($14,830,000) in lawful money of the
United States of America with interest thereon to be computed on the unpaid
principal balance from time to time outstanding from the date of this Note
(herein so called) at the Interest Rate (hereinafter defined), and to be paid in
installments as follows:

     1.   Payment Terms

                  (a) A payment of interest only on the date hereof for the
period from the date hereof through November 10, 2005, both inclusive;

                  (b) A constant payment of $95,278.12 (the "Constant Payment"),
on the eleventh day of each month (each a "Payment Date") beginning December 11,
2005 (the "First Payment Date") and on the eleventh day of each calendar month
thereafter up to and including the eleventh day of November, 2015; each of such
payments to be applied to the payment of interest computed at the Interest Rate
(as defined below); and the balance applied toward the reduction of the
principal sum; and

                  (c) The balance of said principal sum and all interest thereon
shall be due and payable on the eleventh day of November, 2015 (the "Maturity
Date"). Interest on the principal sum of this Note shall be calculated by
multiplying the actual number of days elapsed in each accrual period by a daily
rate based on a three hundred sixty (360) day year. In computing the number of
days during which such interest accrues, the day on which funds are initially
advanced shall be included regardless of the time of day such advance is made,
and the day on which funds are repaid shall be included unless repayment is
credited prior to close of business. The Constant Payment required hereunder is
based on an amortization schedule of three hundred (300) months.

         In the absence of a specific determination by Payee to the contrary,
all payments paid by Maker to Payee in connection with the obligations of Maker
under this Note and under the other Loan Documents shall be applied in the
following order of priority: (a) to amounts, other than principal and interest,
due to Payee pursuant to this Note or the other Loan Documents; (b) to the
portion of accrued but unpaid interest accruing on this Note; and (c) to the
unpaid principal balance of this Note. Maker irrevocably waives the right to
direct the application of any and all payments at any time hereafter received by
Payee from or on behalf of Maker, and Maker irrevocably agrees that Payee shall
have the continuing exclusive right to apply any and all such payments against
the then due and owing obligations of Maker in such order of priority as Payee
may deem advisable.

         2. Interest Rate. The term "Interest Rate" as used in this Note shall
mean a rate of five and ninety-seven hundredths percent (5.97%) per annum. Each
monthly "Interest Period" hereunder shall mean the period beginning and
including the eleventh (11th) day of a calendar month and ending on (and
including) the tenth (10th) day of the subsequent calendar month.

         3. Default and Acceleration. The whole of the principal sum of this
Note, together with all interest accrued and unpaid thereon, and all other sums
due under the Mortgage (hereinafter defined), the Loan Documents (hereinafter
defined) and this Note (all such sums hereinafter collectively referred to as
the "Debt") shall without notice become immediately due and payable at the
option of Payee if any payment due on the Maturity Date is not paid on such date
or if any other payment required in this Note is not paid on or before the date
when due, or if any Event of Default (as defined in the Mortgage) occurs, in
each case, after the expiration of any applicable notice and grace periods,
herein or under the terms of the Mortgage or other Loan Documents (hereinafter
collectively an "Event of Default"), and further provided that the Debt shall
automatically become immediately due and payable, without notice or any exercise
of any option on the part of Payee, if an Event of Default of the type set forth
in Section 22(g) of the Mortgage occurs with respect to Maker. All of the terms,
covenants and conditions contained in the Mortgage and the other Loan Documents
are hereby made part of this Note to the same extent and with the same force as
if they were fully set forth herein. In the event that it should become
necessary to employ counsel to collect the Debt or to protect or foreclose the
security hereof, Maker also agrees to pay reasonable attorneys' fees for the
services of such counsel whether or not suit be brought.

         4. Default Interest. Maker does hereby agree that upon the occurrence
of an Event of Default or upon the failure of Maker to pay the Debt in full on
the Maturity Date, Payee shall be entitled to receive and Maker shall pay
interest on the entire unpaid principal sum at the rate of the greater of 5%
above the Interest Rate or 5% above the Base Rate (hereinafter defined), in
effect at the time of the occurrence of the Event of Default (the "Default
Rate"). The term "Base Rate" shall mean the annual rate announced by Citibank,
N.A., in New York City, New York as its base rate in effect at the time of the
occurrence of the Event of Default. The Default Rate shall be computed from the
occurrence of the Event of Default until the actual receipt and collection of
the Debt. This charge shall be added to the Debt, and shall be deemed secured by
the Mortgage. This section, however, shall not be construed as an agreement or
privilege to extend the date of the payment of the Debt, nor as a waiver of any
other right or remedy accruing to Payee by reason of the occurrence of any Event
of Default. In the event the Default Rate is above the maximum rate permitted by
applicable law, the Default Rate shall be the maximum rate permitted by
applicable law.

         5. Prepayment; Defeasance.

                  (a) The principal balance of this Note may not be prepaid in
whole or in part prior to the date which is the second (2nd) Payment Date prior
to the Maturity Date (the "First Open Prepayment Date").

                  (b) After the date which is the earlier to occur of (i) the
second (2nd) anniversary of the "start-up day" (within the meaning of Section
860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time,
or any successor statute (the "Code")), of the "real estate investment conduit"
("REMIC") that then holds this Note or (ii) the fourth (4th) anniversary of the
date of this Note, and prior to the First Open Prepayment Date, Maker may
voluntarily defease the Debt in whole, but not in part (such event, a
"Defeasance"), by providing Payee with the Defeasance Collateral (as defined
below) producing payments which replicate the Scheduled Defeasance Payments (as
defined below), provided that any Defeasance by Maker shall be subject to the
satisfaction of the following conditions precedent and other provisions below:

                           (i) Maker shall provide not less than thirty (30)
                  days prior written notice to Payee specifying a regularly
                  scheduled Payment Date (the "Defeasance Date") on which the
                  Defeasance is to occur. Such notice shall indicate the
                  principal amount of this Note to be defeased;

                           (ii) Maker shall pay to Payee all accrued and unpaid
                  interest on the principal balance of this Note to, but not
                  including, the Defeasance Date. If for any reason the
                  Defeasance Date is not a regularly scheduled Payment Date,
                  Maker shall also pay interest that would have accrued on this
                  Note through the next regularly scheduled Payment Date;

                           (iii) Maker shall pay to Payee all other sums, not
                  including scheduled interest or principal payments, due under
                  this Note, the Mortgage, and the other Loan Documents;

                           (iv) Maker shall pay to Payee an amount equal to the
                  full principal amount of this Note together with an additional
                  amount such that the aggregate amount (the "Defeasance
                  Deposit") is at least sufficient to purchase direct,
                  non-callable obligations of the United States of America (the
                  "Defeasance Collateral") that provide payments on or prior to,
                  but as close as possible to, all successive scheduled Payment
                  Dates after the Defeasance Date upon which interest and/or
                  principal payments are due under this Note through and
                  including the Maturity Date and in amounts equal to the
                  scheduled payments due on such dates, including, on the
                  Maturity Date, the outstanding principal balance of this Note,
                  together with all interest accrued thereon and all other sums
                  then due and owing upon this Note and under the Loan Documents
                  (the "Scheduled Defeasance Payments");

                           (v) Maker shall deliver to Payee on or prior to the
                  Defeasance Date the following: (a) an executed security
                  agreement, in form and substance satisfactory to Payee,
                  creating a first priority lien on the Defeasance Deposit and
                  the Defeasance Collateral (the "Defeasance Security
                  Agreement"); (b) an opinion of counsel for Maker in form and
                  substance satisfactory to Payee in its sole discretion
                  stating, among other things, that Maker has legally and
                  validly transferred and assigned the Defeasance Collateral and
                  all obligations, rights and duties under and to this Note to
                  the Successor Borrower (as defined below); that Payee has a
                  perfected first priority security interest in the Defeasance
                  Deposit and the Defeasance Collateral delivered by Maker, and
                  that any REMIC trust formed pursuant to Section 860D of the
                  Code that holds this Note will not fail to maintain its status
                  as a REMIC within the meaning of Section 860D of the Code as a
                  result of such Defeasance; (c) a certificate of Maker
                  certifying that all requirements relating to defeasance set
                  forth in this Note and any other Loan Documents have been
                  satisfied; (d) evidence in writing from each of the Rating
                  Agencies (as defined below) to the effect that the Defeasance
                  will not result in a qualification, downgrade or withdrawal of
                  any rating in effect immediately prior to the Defeasance Date
                  for any securities or "Pass-Through Certificates" issued
                  pursuant to the terms of a trust and servicing agreement in
                  the event that this Note or any interest therein is included
                  in a REMIC or other securitization vehicle; (e) a certificate
                  from an independent certified public accounting firm selected
                  by Payee certifying that the Defeasance Collateral is
                  sufficient to satisfy the payments required under this Note as
                  described above; and (f) such other certificates or
                  instruments as Payee may reasonably request;

                           (vi) Intentionally Deleted;

                           (vii) Maker shall deliver such other certificates,
                  documents and instruments as Payee may reasonably request; and

                           (viii) Maker shall pay all costs and expenses to
                  Payee incurred in connection with the Defeasance, including
                  any costs and expenses associated with a release of the lien
                  of the Mortgage as provided below as well as reasonable
                  accountants' and attorneys' fees and expenses and all Rating
                  Agency fees.

                  (c) For purposes hereof, "Rating Agencies" shall mean,
collectively, (i) Standard and Poor's Rating Services, (ii) Moody's Investors
Service, Inc., (iii) Fitch, Inc. (or its affiliates), and (iv) any other rating
agency designated by Payee, and the respective successors and assigns of each.

                  (d) In connection with each Defeasance, Maker hereby appoints
Payee as its agent and attorney-in-fact for the purpose of using the Defeasance
Deposit to purchase the Defeasance Collateral. Maker, pursuant to the Defeasance
Security Agreement or other appropriate document, shall authorize and direct
that the payments received from the Defeasance Collateral may be made directly
to the account maintained by, or for the benefit of, Payee (unless otherwise
directed by Payee) and applied to satisfy the obligations of Maker or Successor
Borrower under this Note. If the entire Note has been defeased and the
conditions precedent listed above and all other terms and conditions set forth
herein have been satisfied, the Mortgaged Property shall be released from the
lien of the Mortgage and the Defeasance Collateral, pledged pursuant to the
Defeasance Security Agreement, shall be the sole source of collateral securing
this Note. In connection with the release of the lien, Maker shall submit to
Payee, not less than thirty (30) days prior to the Defeasance Date, a release of
lien for the Mortgage and related Loan Documents (including any guaranty) for
execution by Payee. Such release shall be in form appropriate in the
jurisdiction in which the Mortgaged Property is located and satisfactory to
Payee in its sole discretion. In addition, Maker shall pay all recording costs,
fees and expenses associated with recording the release of lien. Maker shall
provide all other documentation Payee reasonably requires to be delivered by
Maker in connection with such release, together with a certificate certifying
that such documentation (i) is in compliance with all applicable laws, and (ii)
will effect such release in accordance with the terms of this Note.

                  (e) Payee, at Maker's expense, may form or, at Payee's
request, Maker shall form a special-purpose bankruptcy remote entity (the
"Successor Borrower") to be the obligor under this Note. Maker shall, at Payee's
request, assign all of its obligations and rights under this Note to the
Successor Borrower. In connection therewith, the Successor Borrower shall
execute an assumption agreement in form and substance satisfactory to Payee in
its sole discretion pursuant to which it shall assume Maker's obligations under
this Note and the Defeasance Security Agreement, and Maker and any guarantors
shall be released from their obligations with respect to such assumed documents.
The sole assets of the Successor Borrower shall be the Defeasance Collateral. In
connection with such assignment and assumption, Maker shall:

                           (i) deliver to Payee an opinion of counsel in form
                  and substance and delivered by counsel satisfactory to Payee
                  in its sole discretion stating, among other things, that such
                  assumption agreement is enforceable against Maker and the
                  Successor Borrower in accordance with its terms, subject to
                  standard execeptions, that the Note, the Defeasance Security
                  Agreement and any other documents executed in connection with
                  such Defeasance are enforceable against the Successor Borrower
                  in accordance with their respective terms, subject to standard
                  exceptions, and that the delivery of the Defeasance Deposit
                  and transfer of the Defeasance Collateral to Successor
                  Borrower does not constitute a fraudulent conveyance or a
                  preference payment under applicable bankruptcy law;

                           (ii) pay all costs and expenses incurred by Payee or
                  its agents in connection with such assignment and assumption
                  (including, without limitation, any reasonable fees and
                  disbursements of legal counsel); and

                           (iii) pay $1,000 to Successor Borrower as
                  consideration for assuming the obligations under the Note and
                  the Defeasance Security Agreement and a defeasance processing
                  fee to the servicer of the Note; provided, notwithstanding
                  anything to the contrary herein or in the Loan Documents, no
                  other assumption fee shall be payable by Maker in connection
                  with such assumption.

                  (f) If, prior to the First Open Prepayment Date, and following
the occurrence of any Event of Default, Maker shall tender payment of an amount
sufficient to satisfy all or any portion of the Debt, or if the balance of the
Debt shall otherwise become due and owing, as a result of acceleration upon the
occurrence of an Event of Default or otherwise, Maker shall immediately pay, in
addition to the Debt and any other amounts due under the terms of this Note and
the other Loan Documents, an amount equal to the Yield Maintenance Premium (as
defined below); provided that if a complete or partial prepayment results from
the application to the Debt of the casualty or condemnation proceeds from the
property, no Yield Maintenance Premium will be imposed. Partial prepayments of
principal resulting from the application of casualty or insurance proceeds to
the Debt shall not change the amounts of subsequent monthly installments nor
change the dates on which such installments are due, unless Payee shall
otherwise agree in writing.

                  (g) For purposes hereof, "Yield Maintenance Premium" shall
mean an amount equal to the greater of (i) 1% of the unpaid principal balance of
this Note at the time of prepayment (or on the earlier date upon which the
balance of this Note shall become due and payable, whether due to maturity,
acceleration or otherwise) or (ii) the aggregate sum (without duplication) of:

                   (A) the product obtained by multiplying (1) the entire unpaid
principal balance of this Note at the time of prepayment (or at the time of the
earlier date upon which the balance of this Note shall become due and payable,
whether due to maturity, acceleration or otherwise), times (2) the difference
(if a positive number) obtained by subtracting from the Interest Rate the yield
rate (the "Yield Rate") on the 4.250% U.S. Treasury Security due August 15, 2015
(the "Specified U.S. Treasury Security"), as the Yield Rate is reported in the
Wall Street Journal on the fifth Business Day (as hereinafter defined) preceding
(x) the date of prepayment where prepayment is voluntary, or (y) the date upon
which the balance of the Debt shall become due and payable, whether due to
maturity, acceleration or otherwise, times (3) the present value factor
calculated using the following formula:

                  1-(1 + r)-n
                  ---------
                          r
                                    r=      Yield Rate
                                    n=      the number of years, and any
                                            fraction thereof, remaining between
                                            the prepayment date (or such earlier
                                            date upon which the balance of the
                                            Debt shall have been accelerated or
                                            otherwise become due and payable)
                                            and the Maturity Date.

In the event that no Yield Rate is published for the Specified U.S. Treasury
Security, then the nearest equivalent U.S. Treasury Security shall be selected
at Payee's sole discretion. If the publication of such Yield Rates in the Wall
Street Journal is discontinued, Payee shall determine such Yield Rates from
another source selected by Payee. As used herein, the term "Business Day" means
any day other than a Saturday, a Sunday, or any other day on which the Payee is
not open for business; and

                  (B) an amount equal to the interest which would have accrued
on the principal balance of this Note during the remaining days of the Interest
Period within which such prepayment is made or the Debt shall been accelerated
or otherwise become due and payable.

                  (h) Maker acknowledges and agrees that Yield Maintenance
Premium is not a penalty or additional interest, but is Payee's cost of
liquidating its investments in the event of any prepayment of this Note. Maker
hereby covenants and agrees to indemnify Payee and hold it harmless from any
costs, fees, expenses (including attorney's fees) resulting from any action,
litigation or judicial decision alleging, claiming or holding that the Yield
Maintenance Premium is a penalty or additional interest, and from any damages
(whether compensatory or punitive) ordered by a court, judge or administrative
law judge which may determine that the Yield Maintenance Premium is a penalty or
additional interest.

                  (i) In the event of prepayment of this Note (in whole but not
in part) on or after the First Open Prepayment Date, Maker shall pay, together
with the amount of such prepayment, an amount equal to (i) the interest which
would have been accrued on the amount of such prepayment during the remaining
days of the Interest Period within which such prepayment is made, (ii) all
accrued and unpaid interest and (iii) any other sums due under this Note or any
other Loan Document.

                  (j) Notwithstanding anything to the contrary contained herein,
in connection with, and as a condition to, the sale of a part of the Mortgaged
Property, as contemplated by Section 64 of the applicable Mortgage, Maker shall
be required to partially defease this Note (a "Partial Defeasance") which shall
require the satisfaction of each of the following conditions:

                           (1) Maker shall pay to Payee all accrued and unpaid
         interest on the principal balance of this Note to, but not including,
         the effective date of such partial defeasance (such date is herein
         referred to as the "Partial Defeasance Date"). If for any reason the
         Partial Defeasance Date is not a regularly scheduled payment date,
         Maker shall also pay interest that would have accrued on this Note
         through the next regularly scheduled payment date;

                           (2) Maker shall pay to Payee all other sums, not
         including scheduled interest or principal payments, due under this
         Note, the Mortgage, and the other Loan Documents;

                           (3) this Note will be defeased in an amount equal to
         one hundred twenty-five percent (125%) of the Allocated Amount (as such
         term is set forth on Schedule I attached hereto; such amount is herein
         referred to as the "Partial Defeasance Amount");

                           (4) Maker shall prepare all necessary documents to
         amend and restate this Note and issue two substitute notes, one note
         having a principal balance equal to the Partial Defeasance Amount (the
         "Defeased Note") and the other note having a principal balance equal to
         the unpaid balance of the original principal amount of this Note less
         the Partial Defeasance Amount (the "Undefeased Note");

                           (5) the Defeased Note and the Undefeased Note shall
         have the same maturity date and otherwise have identical terms to this
         Note except for the principal balance and the Constant Payment (after a
         Partial Defeasance, all references under the Loan Documents to the
         "Note" shall be deemed to refer to the Undefeased Note unless expressly
         provided to the contrary; the "Maturity Date" of the Defeased Note is
         hereinafter referred to as the "Defeased Note Maturity Date");

                           (6) the Defeased Note may not be the subject of any
         further defeasance;

                           (7) Maker shall pay to Payee an amount equal to the
         full principal amount of the Defeased Note together with an additional
         amount such that the aggregate amount (the "Partial Defeasance
         Deposit") is at least sufficient to purchase United States Government
         Securities within the meaning of United States Treasury regulations
         section 1.860G-2(a)(8)(i) (the "Partial Defeasance Collateral") that
         provide payments on or prior to, but as close as possible to, all
         successive scheduled payment dates after the Partial Defeasance Date
         upon which interest and/or principal payments are due under the
         Defeased Note through and including the Defeased Note Maturity Date and
         in amounts equal to the scheduled payments due on such dates,
         including, on the Defeased Note Maturity Date, the outstanding
         principal balance of the Defeased Note, together with all interest
         accrued thereon and all other sums then due and owing upon the Defeased
         Note;

                           (8) Maker shall deliver to Payee on or prior to the
         Partial Defeasance Date the following: (i) an executed security
         agreement, in form and substance satisfactory to Payee, creating a
         first priority lien on the Partial Defeasance Deposit and the Partial
         Defeasance Collateral (the "Partial Defeasance Security Agreement");
         (ii) an opinion of counsel for Maker in form and substance satisfactory
         to Payee in its sole discretion stating, among other things, that Maker
         has legally and validly transferred and assigned the Partial Defeasance
         Collateral and all obligations, rights and duties under and to the
         Defeased Note to the Defeased Note Successor Borrower (as defined
         below); that Payee has a perfected first priority security interest in
         the Partial Defeasance Deposit and the Partial Defeasance Collateral
         delivered by Maker, and that any REMIC trust formed pursuant to Section
         860D of the Code that holds this Note will not fail to maintain its
         status as a REMIC within the meaning of Section 860D of the Code as a
         result of such Partial Defeasance; (iii) a certificate of Maker
         certifying that all requirements relating to defeasance set forth in
         this Note and any other Loan Documents have been satisfied; (iv)
         evidence in writing from each of the Rating Agencies to the effect that
         the Partial Defeasance will not result in a qualification, downgrade or
         withdrawal of any rating in effect immediately prior to the Partial
         Defeasance Date for any securities or "Pass-Through Certificates"
         issued pursuant to the terms of a trust and servicing agreement in the
         event that this Note or any interest therein is included in a REMIC or
         other securitization vehicle; (v) a certificate from an independent
         certified public accounting firm selected by Payee certifying that the
         Partial Defeasance Collateral is sufficient to satisfy the payments
         required under the Defeased Note as described above; and (vi) such
         other certificates or instruments as Payee may reasonably request;

                           (9) Maker shall deliver such other certificates,
         documents and instruments as Payee may reasonably request;

                           (10) Maker shall pay all out of pocket costs and
         expenses to Payee incurred in connection with the Partial Defeasance,
         including reasonable accountants' and attorneys' fees and expenses and
         rating agency fees and costs.

                           (11) In connection with the Partial Defeasance, Maker
         hereby appoints Payee as its agent and attorney-in-fact for the purpose
         of using the Partial Defeasance Deposit to purchase the Partial
         Defeasance Collateral. Maker, pursuant to the Partial Defeasance
         Security Agreement or other appropriate document, shall authorize and
         direct that the payments received from the Partial Defeasance
         Collateral may be made directly to the account maintained by, or for
         the benefit of, Payee (unless otherwise directed by Payee) and applied
         to satisfy the obligations of Maker or Defeased Note Successor Borrower
         under the Defeased Note; and

                           (12) Payee, at Maker's expense, may form or, at
         Payee's request, Maker shall form a special-purpose bankruptcy remote
         entity (the "Defeased Note Successor Borrower") to be the obligor under
         the Defeased Note. Maker shall, at Payee's request, assign all of its
         obligations and rights under the Defeased Note to the Defeased Note
         Successor Borrower. In connection therewith, the Defeased Note
         Successor Borrower shall execute an assumption agreement in form and
         substance satisfactory to Payee in its sole discretion pursuant to
         which it shall assume Maker's obligations under the Defeased Note and
         the Partial Defeasance Security Agreement, and Maker and any guarantors
         shall be released from their obligations with respect to such assumed
         documents. The sole assets of the Defeased Note Successor Borrower
         shall be the Partial Defeasance Collateral. In connection with such
         assignment and assumption, Maker shall:

                                    (i) deliver to Payee an opinion of counsel
                           in form and substance and delivered by counsel
                           satisfactory to Payee in its sole discretion stating,
                           among other things, that such assumption agreement is
                           enforceable against Maker and Defeased Note Successor
                           Borrower in accordance with its terms, subject to
                           standard exceptions, that the Defeased Note, the
                           Partial Defeasance Security Agreement and any other
                           documents executed in connection with such Partial
                           Defeasance are enforceable against Defeased Note
                           Successor Borrower in accordance with their
                           respective terms, subject to standard exceptions, and
                           that the delivery of the Partial Defeasance Deposit
                           and transfer of the Partial Defeasance Collateral to
                           Defeased Note Successor Borrower does not constitute
                           a fraudulent conveyance or a preference payment under
                           applicable bankruptcy law;

                                    (ii) pay all out of pocket costs and
                           expenses incurred by Payee or its agents in
                           connection with such assignment and assumption
                           (including, without limitation, any reasonable fees
                           and disbursements of accountants or legal counsel and
                           rating agency fees and costs); and

                                    (iii) pay $1,000 to Defeased Note Successor
                           Borrower as consideration for assuming the
                           obligations under the Defeased Note and the Partial
                           Defeasance Security Agreement and a defeasance
                           processing fee to the servicer of the Defeased Note;
                           provided, notwithstanding anything to the contrary
                           herein or in the Loan Documents, no other assumption
                           fee shall be payable by Maker in connection with such
                           assumption.

         6. Security. This Note is evidence of that certain loan made by Payee
to Maker contemporaneously herewith (the "Loan"). This Note is secured by (a)
those certain mortgages or deeds of trust encumbering the real property legally
described on Exhibit A attached hereto and made a part hereof (the "Mortgaged
Property") (as the same may be amended, restated, extended, supplemented, or
otherwise modified from time to time, collectively, the "Mortgage"), (b) an
Assignment of Leases and Rents of even date herewith executed by Maker in favor
of Payee (as the same may be amended, restated, extended, supplemented or
otherwise modified from time to time, the "Assignment of Leases"), recorded
against the Mortgaged Property, and (c) the other Loan Documents (as hereinafter
defined). The term "Loan Documents" as used in this Note relates collectively to
this Note, the Mortgage, the Assignment of Leases and any and all other
documents securing, evidencing, or guaranteeing all or any portion of the Loan
or otherwise executed and/or delivered in connection with this Note and the
Loan, provided, however, that such term shall in no event be deemed to include
that certain Environmental Liabilities Agreement dated as of the date hereof in
favor of Payee.

         7. Maximum Legal Interest. It is expressly stipulated and agreed to be
the intent of Maker and Payee at all times to comply with applicable state law
or applicable United States federal law (to the extent that it permits Payee to
contract for, charge, take, reserve, or receive a greater amount of interest
than under state law) and that this section shall control every other covenant
and agreement in this Note. If the applicable law (state or federal) is ever
judicially interpreted so as to render usurious any amount called for under this
Note, or contracted for, charged, taken, reserved, or received with respect to
the Debt, or if Payee's exercise of the option to accelerate the Maturity Date,
or if any prepayment by Maker results in Maker having paid any interest in
excess of that permitted by applicable law, then it is Payee's express intent
that all excess amounts theretofore collected by Payee shall be credited on the
principal balance of this Note and all other Debt and the provisions of this
Note immediately be deemed reformed and the amounts thereafter collectible
hereunder and thereunder reduced, without the necessity of the execution of any
new documents, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid or agreed to be paid to Payee for the use, forbearance, or detention
of the Debt shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full stated term of the Note
until payment in full of the Debt so that the rate or amount of interest on
account of the Debt does not exceed the maximum lawful rate from time to time in
effect and applicable to the Debt for so long as the Debt is outstanding.
Notwithstanding anything to the contrary contained herein, it is not the
intention of Payee to accelerate the maturity of any interest that has not
accrued at the time of such acceleration or to collect unearned interest at the
time of such acceleration.

         8. Late Charges. Notwithstanding any longer period granted under
Section 3 hereof in connection with the occurrence of an Event of Default and
Payee's acceleration remedies, if any sum payable under this Note is not paid on
or before the date on which it is due, Maker shall pay to Payee upon demand an
amount equal to the lesser of five percent (5%) of such unpaid sum or the
maximum amount permitted by applicable law to defray the expenses incurred by
Payee in handling and processing such delinquent payment and to compensate Payee
for the loss of the use of such delinquent payment and such amount shall be
secured by the Mortgage and other Loan Documents.

         9. No Oral Changes. This Note may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act or failure to
act on the part of Maker or Payee, but only by an agreement in writing signed by
the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

         10. Joint and Several Liability. If Maker consists of more than one
person or party, the obligations and liabilities of each such person or party
shall be joint and several.

         11. Waivers. Except as specifically provided in the Loan Documents,
Maker and all others who may become liable for the payment of all or any part of
the Debt do hereby severally waive presentment and demand for payment, notice of
dishonor, protest, notice of protest, and non-payment, notice of intent to
accelerate the maturity hereof and notice of such acceleration. No release of
any security for the Debt or extension of time for payment of this Note or any
installment hereof, and no alteration, amendment or waiver of any provision of
this Note, the Mortgage or the other Loan Documents made by agreement between
Payee and any other person or party shall release, modify, amend, waive, extend,
change, discharge, terminate or affect the liability of Maker, and any other who
may become liable for the payment of all or any part of the Debt, under this
Note, the Mortgage or the other Loan Documents.

         12. Limitations on Recourse. Notwithstanding anything in the Loan
Documents to the contrary, but subject to the qualifications and other
provisions in clauses (a), (b) and (c) of this Section 12 below, Payee and Maker
agree that: (i) Maker shall be liable upon the Debt and for the other
obligations arising under the Loan Documents to the full extent (but only to the
extent) of the security therefor, the same being all properties (whether real or
personal), rights, estates and interests now or at any time hereafter securing
the payment of the Debt and/or the other obligations of Maker under the Loan
Documents; (ii) if a default occurs in the timely and proper payment of all or
any part of the Debt, any judicial proceedings brought by Payee against Maker
shall be limited to the preservation, enforcement and foreclosure, or any
thereof, of the liens, security titles, estates, assignments, rights and
security interests now or at any time hereafter securing the payment of the Debt
and/or the other obligations of Maker under the Loan Documents, and no
attachment, execution or other writ of process shall be sought, issued or levied
upon any assets, properties or funds of Maker other than the Mortgaged Property;
and (iii) in the event of a foreclosure of such liens, security titles, estates,
assignments, rights or security interests securing the payment of the Debt, no
judgment for any deficiency upon the Debt shall be sought or obtained by Payee
against Maker.

                  (a) Nothing contained in this Section 12 shall (1) be deemed
to be a release or impairment of the Debt or the lien of the Loan Documents upon
the Mortgaged Property, or (2) preclude Payee from foreclosing under the Loan
Documents in case of any default or from enforcing any of the other rights of
Payee, including naming Maker as a party defendant in any action or suit for
foreclosure and sale under the Mortgage, or obtaining the appointment of a
receiver or prohibit Payee from obtaining a personal judgment against Maker on
the Debt to the extent (but only to the extent) such judgment may be required in
order to enforce the liens, security titles, estates, assignments, rights and
security interests securing payment of the Debt, or (3) limit or impair in any
way whatsoever the Non-Recourse Carve-Out Guaranty (the "NRCO Guaranty") of even
date executed and delivered in connection with the indebtedness evidenced by
this Note or release, relieve, reduce, waive or impair in any way whatsoever,
any obligation of any party to the NRCO Guaranty or (4) release, relieve,
reduce, waive or impair in any way whatsoever any obligations of any person
other than Maker which is a party to any of the other Loan Documents.

                  (b) In the event of fraud or material misrepresentation by
Maker or any non-recourse carve-out guarantor in connection with the Loan
Documents or the documents delivered by Maker, or the first full monthly payment
on this Note due on the First Payment Date is not paid when due, or if any
petition or proceeding for bankruptcy, reorganization or arrangement pursuant to
federal bankruptcy law, or any similar federal or state law, shall be filed by
Maker (or if any such petition or proceeding was not so filed by Maker, but
Maker or non-recourse carve-out guarantor or their respective agents,
affiliates, officers or employees consented to, acquiesced in arranged or
otherwise participated in bringing about the institution of such petition or
proceeding), or if there shall occur any material breach or default under the
provisions of Section 9 of the Mortgage (entitled "Single Purpose
Entity/Separateness"), the limitations on recourse set forth in this Section 12,
including the provisions of clauses (i), (ii) and (iii) of this Section 12
above, will be null and void and completely inapplicable, and this Note shall be
full recourse to Maker. In addition, no limitation on recourse set forth in this
Section 12 shall apply, and this Note shall be full recourse to Maker in the
event that Choice Hotels International, Inc. terminates any of those certain
Comfort Suites Franchise Agreements, each dated on or about the date hereof, and
this Note shall remain full recourse until such time as the applicable franchise
agreement is renewed on the same terms as the applicable terminated agreement
(or upon terms as are approved by Payee in its sole discretion), or until such
time as Maker enters into a replacement franchise agreement acceptable to Payee
in its sole discretion.

                  (c) Nothing contained herein shall in any manner or way
release, affect or impair the right of Payee to recover, and Maker shall be
fully and personally liable and subject to legal action, for any loss, cost,
expense, damage, claim or other obligation (including without limitation
reasonable attorneys' fees and court costs) incurred or suffered by Payee
arising out of or in connection with the following:

                                    (A) any breach of the Environmental
                  Liabilities Agreement executed by Maker for the benefit of
                  Payee, dated of even date herewith, including the
                  indemnification provisions contained therein;

                                    (B) Maker's failure to obtain Payee's prior
                  written consent to any subordinate financing or any other
                  encumbrance on the Mortgaged Property, or any transfer of the
                  Mortgaged Property or majority ownership in Maker in violation
                  of the Mortgage;

                                    (C) the misapplication by Maker, its agents,
                  affiliates, officers or employees of any funds derived from
                  the Mortgaged Property, including security deposits, insurance
                  proceeds and condemnation awards, in violation of the Loan
                  Documents;

                                    (D) after the occurrence of an Event of
                  Default or otherwise to the extent the Loan Documents require
                  such application, Maker's failure to apply proceeds of rents
                  (including rents collected in advance) or any other payments
                  in respect of the leases and other income from the Mortgaged
                  Property or any other collateral when received to the costs of
                  maintenance and operation of the Mortgaged Property and to the
                  payment of taxes, lien claims, insurance premiums, monthly
                  payments of principal and interest or escrow payments or other
                  payments due under the Loan Documents;

                                    (E) any litigation or other legal proceeding
                  related to the Debt filed by Maker or any non-recourse
                  carve-out guarantor or indemnitor that delays or impairs
                  Payee's ability to preserve, enforce or foreclose its lien on
                  the Mortgaged Property, including, but not limited to, the
                  filing of a voluntary petition concerning Maker under the U.S.
                  Bankruptcy Code, in which action a claim, counterclaim, or
                  defense is asserted against Payee, other than any litigation
                  or other legal proceeding in which a final, non-appealable
                  judgment for money damages or injunctive relief is entered
                  against Payee;

                                    (F) the gross negligence or willful
                  misconduct of Maker, its agents, affiliates, officers or
                  employees which causes or results in a material diminution, or
                  material loss of value, of the Mortgaged Property that is not
                  reimbursed by insurance or which gross negligence or willful
                  misconduct exposes Payee to claims, liability or costs of
                  defense in any litigation or other legal proceeding;

                                    (G) the seizure or forfeiture of the
                  Mortgaged Property, or any portion thereof, or Payee's
                  interest therein, resulting from criminal wrongdoing by Maker,
                  its agents, affiliates, officers or employees; and

                                    (H) waste to the Mortgaged Property caused
                  by the acts or omissions of Maker, its agents, affiliates,
                  officers, employees or contractors; or the removal or disposal
                  of any portion of the Mortgaged Property after an Event of
                  Default to the extent such Mortgaged Property is not replaced
                  by Maker with like property of equivalent value, function and
                  design.

         13. Notices. All notices or other communications required or permitted
to be given pursuant hereto shall be given in the manner and be effective as
specified in the Mortgage, directed to the parties at their respective addresses
as provided therein.

         14. Transfers of Note and Loan. Payee shall have the unrestricted right
at any time or from time to time to sell this Note and the Loan or participation
interests therein. Maker shall execute, acknowledge and deliver any and all
instruments requested by Payee to satisfy such purchasers or participants that
the unpaid indebtedness evidenced by this Note is outstanding upon the terms and
provisions set out in this Note and the other Loan Documents. To the extent, if
any specified in such assignment or participation, such assignee(s) or
participant(s) shall have the rights and benefits with respect to this Note and
the other Loan Documents as such assignee(s) or participant(s) would have if
they were the Payee hereunder.

         15. Waiver of Trial By Jury; Waiver of Certain Claims. MAKER HEREBY
AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE OR THE OTHER LOAN DOCUMENTS, OR
ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH
INCLUDING, BUT NOT LIMITED TO THOSE RELATING TO (A) ALLEGATIONS THAT A
PARTNERSHIP EXISTS BETWEEN PAYEE AND MAKER; (B) USURY OR PENALTIES OR DAMAGES
THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE TRADE PRACTICE, LACK
OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL REASONABLENESS, OR SPECIAL
RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR CONFIDENTIAL RELATIONSHIP); (D)
ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO, INSTRUMENTALITY, FRAUD, REAL ESTATE
FRAUD, MISREPRESENTATION, DURESS, COERCION, UNDUE INFLUENCE, INTERFERENCE OR
NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS INTERFERENCE WITH PRESENT OR PROSPECTIVE
BUSINESS RELATIONSHIPS OR OF ANTITRUST; OR (F) SLANDER, LIBEL OR DAMAGE TO
REPUTATION. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY MAKER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.
PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY MAKER.

         16. Authority. Maker (and the other undersigned representative of
Maker, if any) represents that Maker has full power, authority and legal right
to execute, deliver and perform its obligations pursuant to this Note, the
Mortgage and the other Loan Documents and that this Note, the Mortgage and the
other Loan Documents constitute valid and binding obligations of Maker.

         17. Governing Law; Consent to Jurisdiction. This Note shall be governed
and construed in accordance with the laws of the state where the Mortgaged
Property is located and the applicable laws of the United States of America.
Maker hereby irrevocably submits to the jurisdiction of any court of competent
jurisdiction located in the state in which the Mortgaged Property is located in
connection with any proceeding relating to this Note.

          [SIGNATURE PAGE FOLLOWS]



<PAGE>


         IN WITNESS WHEREOF, Maker has duly executed this Note the day and year
first above written.



                                         MAKER:

                                         SPPR-HOTELS, LLC,
                                           a Delaware limited liability company

                                         By:  SPPR Holdings, Inc., a Delaware
                                                corporation, its Manager

                                         By:   /s/ Donavon A. Heimes
                                         Name:    Donavon A. Heimes
                                         Title:   Vice President/Treasurer



<PAGE>





                         MORTGAGE, ASSIGNMENT OF LEASES

                               AND RENTS, SECURITY

                          AGREEMENT AND FIXTURE FILING

         THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FIXTURE FILING (as the same may be amended, restated, extended, supplemented or
otherwise modified from time to time, the "Mortgage"), is made the as of the 7th
day of November, 2005, by SPPR-HOTELS, LLC, a Delaware limited liability
company, having its principal place of business at 309 N. 5th Street, Norfolk,
NE 68701 ("Mortgagor"), and SPPR TRS SUBSIDIARY, LLC, a Delaware limited
liability company, with an address at 309 N. 5th Street, Norfolk, NE 68701
("Master Tenant"), to and for the benefit of CITIGROUP GLOBAL MARKETS REALTY
CORP., a New York corporation, having its place of business at 388 Greenwich
Street, 19th Floor, New York, NY 10013 ("Mortgagee"), the mortgagee hereunder to
the extent that this Mortgage operates as a mortgage, the beneficiary hereunder
to the extent that this Mortgage operates as a deed of trust, and the grantee
hereunder to the extent that this Mortgage operates as a deed to secure debt.


                              W I T N E S S E T H:

         To secure the payment of an indebtedness in the principal sum of
FOURTEEN MILLION EIGHT HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS
($14,830,000.00), lawful money of the United States of America, to be paid with
interest, with the balance of the indebtedness, if not sooner paid, due and
payable on November 11, 2015 (the "Maturity Date") according to that certain
promissory note dated of even date hereof made by Mortgagor to Mortgagee (the
note



<PAGE>


together with all extensions, renewals or modifications thereof being
hereinafter collectively called the "Note") and all other sums due hereunder, or
otherwise due under the Loan Documents (as defined in the Note) (said
indebtedness, interest and all sums due hereunder and under the Note and any
other Loan Documents being collectively called the "Debt"), and all of the
agreements, covenants, conditions, warranties, representations and other
obligations (other than to repay the Debt) made or undertaken by Mortgagor or
any other person or entity to Mortgagee or others as set forth in the Loan
Documents (the "Obligations"), Mortgagor and Master Tenant have mortgaged,
given, granted, bargained, sold, alienated, infeft, conveyed, confirmed,
pledged, assigned, and hypothecated and by these presents do hereby mortgage and
warrant, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge,
assign and hypothecate unto Mortgagee the real property described in Exhibit A
attached hereto (the "Premises"), and the buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs, replacements and
improvements now or hereafter located thereon (the "Improvements"), including,
without limitation, (i) all right, title and interest of Mortgagor, as landlord
and otherwise, in, to and under that certain Master Lease Agreement dated of
even date herewith, by and between Mortgagor and Master Tenant (as may be
hereafter modified or amended from time to time, the "Master Lease"), pursuant
to which the Mortgagor has leased the Premises to Master Tenant, and (ii) all
right, title and interest of Master Tenant, as tenant and otherwise, in, to and
under the Master Lease and otherwise in and to the Premises and Improvements
(collectively, the "Master Leasehold Estate");

         TOGETHER WITH: all right, title, interest and estate of Mortgagor and
Master Tenant now owned, or hereafter acquired, in and to the following
property, rights, interests and estates now or hereafter located on or generated
from the operations on the Premises (the Premises, the Improvements and the
Master Leasehold Estate, together with the following property, rights, interests
and estates being hereinafter described are collectively referred to herein as
the "Mortgaged Property"):

         (a) all easements, rights-of-way, strips and gores of land, streets,
ways, alleys, passages, sewer rights, water, water courses, water rights and
powers, air rights and development rights, and all estates, rights, titles,
interests, privileges, liberties, tenements, hereditaments and appurtenances of
any nature whatsoever, in any way belonging, relating or pertaining to the
Premises and the Improvements and the reversion and reversions, remainder and
remainders, and all land lying in the bed of any street, road or avenue, opened
or proposed, in front of or adjoining the Premises, to the center line thereof
and all the estates, rights, titles, interests, dower and rights of dower,
curtesy and rights of curtesy, property, possession, claim and demand
whatsoever, both at law and in equity, of Mortgagor and Master Tenant of, in and
to the Premises and the Improvements and every part and parcel thereof, with the
appurtenances thereto;

         (b) all machinery, furnishings, equipment, fixtures, inventory and
articles of personal property and accessions thereof and renewals, replacements
thereof and substitutions thereof, including, but not limited to, all furnaces,
boilers, oil boilers, radiators and piping, coal stokers, refrigeration and
sprinkler systems, wash-tubs, sinks, gas and electric fixtures, awnings, window
shades, kitchen cabinets, plants and shrubbery and all other equipment and
machinery, motor vehicles and other vehicles, appliances, fittings and fixtures
of every kind, all heating, air conditioning, plumbing and bathroom, lighting,
communications, escalator and elevator fixtures, lobby furniture, furnishings
and equipment, beds, murphy beds, mattresses, bureaus, chiffoniers, chests,
chairs, desk chairs, desks, lamps, mirrors, bookcases, tables, bedside tables,
party tables, coffee tables, end tables, rugs, carpeting, drapes, draperies,
curtains, shades, venetian blinds, screens, lamps, lampshades, mirrors,
paintings, hangings, pictures, divans, drawings, luggage carts, luggage racks,
stools, couches, sofas, ottomans, chinaware, linens, pillows, blankets, mattress
pads, glassware, foodcarts, cookware, file cabinets, office equipment,
typewriters, calculators, computers, printers, facsimile machines, copiers,
reservation systems, surveillance and security systems, safe deposit boxes, dry
cleaning facilities, dining room wagons, keys or other entry systems, bars, bar
fixtures, liquor and other drink dispensers, icemakers, radios, clock radios,
television sets, video game systems, intercom and paging equipment, electric and
electronic equipment, dictating equipment, private telephone systems, medical
equipment, potted plants, heating, lighting and plumbing fixtures, fire
prevention and extinguishing apparatus, fittings, plants, apparatus, stoves,
ranges, ovens, microwaves, grills, steamers, fryers, preparation tables,
slicers, grinders, ice cream machines and freezers, racks, bars, bar equipment,
pots, pans, tableware, silverware, glassware, refrigerators, laundry machines,
video equipment, lecterns, microphones, amplifiers, public address systems,
lounges, umbrellas, pool equipment, recreational and sports equipment, spa
equipment, massage tables, manicure and pedicure stands, telephone equipment,
tools, machinery, engines, dynamos, motors, incinerators, switchboards,
conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and
polishing equipment, call systems, brackets, electrical sings, bulbs, bells,
fuel, conveyors, cabinets, lockers, shelving, spotlight equipment, dishwashers,
garbage disposals, other customary equipment and other property of every kind
and nature, whether tangible or intangible, whatsoever owned by Mortgagor or
Master Tenant, or in which Mortgagor or Master Tenant has or shall have an
ownership interest, now or hereafter located upon the Premises and the
Improvements, or appurtenant thereto, and usable in connection with the present
or future operation and occupancy of the Premises and the Improvements and all
building equipment, materials and supplies of any nature whatsoever owned by
Mortgagor or Master Tenant, or in which Mortgagor or Master Tenant has or shall
have an ownership interest, now or hereafter located upon the Premises and the
Improvements, or appurtenant thereto, and usable in connection with the present
or future operation, enjoyment and occupancy of the Premises and the
Improvements (hereinafter collectively called the "Equipment"), including the
proceeds of any sale or transfer of the foregoing, and the right, title and
interest of Mortgagor and Master Tenant in and to any of the Equipment which may
be subject to any security interests, as defined in the Uniform Commercial Code,
as adopted and enacted by the state or states where any of the Property is
located (the "Uniform Commercial Code") superior in lien to the lien of this
Mortgage;

         (c) all awards or payments, including interest thereon, which may
heretofore and hereafter be made with respect to the Mortgaged Property, whether
from the exercise of the right of eminent domain or condemnation (including but
not limited to any transfer made in lieu of or in anticipation of the exercise
of said rights), or for a change of grade, or for any other injury to or
decrease in the value of the Mortgaged Property;

         (d) all leases, tenancies, licenses, subleases, assignments and/or
other rental or occupancy agreements (including, without limitation, all
guarantees, letter of credit rights and other supporting obligations in respect
thereof) and other agreements or arrangements heretofore or hereafter entered
into providing for the use, enjoyment or occupancy of the Premises and the
Improvements, including any extensions, renewals, modifications or amendments
thereof (the "Leases"), and all (i) income, rents, room rates, room charges,
credit card charges, receipts, issues, profits, revenues, royalties (including,
without limitation, all oil and gas or other mineral royalties and bonuses),
deposits (including, without limitation, security, utility and other deposits),
cash, charges for services rendered and other benefits now due or which may
become due or to which Mortgagor or Master Tenant is now or hereafter may become
entitled or which Mortgagor or Master Tenant may demand or claim arising or
derived from the Property or the Leases or any party thereof and all amounts
paid as rents for such Property or the fees, charges, accounts or other payments
for the use or occupancy of rooms and other public facilities in hotels, motels
or other lodging facilities, including, without limitation, all revenues and
credit card receipts collected from guest rooms, restaurants, bars, mini-bars,
meeting rooms, banquet rooms, recreational facilities and otherwise; (ii)
receivables, customer obligations, installment payment obligations and other
payment obligations whether already accrued, now accruing or to accrue in the
future for the occupancy or use of the Property or any part thereof, or arising
or created out of the Leases or other grant of the right of the possession, use
or occupancy of all or any portion of the Property or personalty located
thereon, or the rendering of services by Mortgagor, Master Tenant or any
operator or manager of the Property or any commercial space located within the
Property or acquired from others including, without limitation, from the rental
of any office space, retail space, commercial space, parking space, guest rooms
or other space, halls, stores or offices, including any deposits securing
reservations of such space, exhibit or sales space of every kind, license,
lease, sublease and concession fees and rentals, health club membership fees,
food and beverage wholesale and retail sales, service charges, vending machine
sales and proceeds, if any, from business interruption or other loss of income
insurance relating to the use, enjoyment or occupancy of the Property (the
"Rents"), together with all proceeds from the sale or other disposition of the
Leases and the right to receive and apply the Rents to the payment of the Debt,
including without limitation (i) all of Mortgagor's right, title and interest
in, to and under the Master Lease and all Rents received by or paid to or for
the account of or benefit of Mortgagor thereunder, and (ii) all of Master
Tenant's right, title and interest in, to and under the Leases (including,
without limitation, those constituting subleases) and all Rents received by or
paid to or for the account of or benefit of Master Tenant thereunder;

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

         (f) the right, in the name and on behalf of Mortgagor or Master Tenant,
to appear in and defend any action or proceeding brought with respect to the
Mortgaged Property and to commence any action or proceeding to protect the
interest of Mortgagee in the Mortgaged Property or any part thereof;

         (g) all (i) accounts, escrows, reserves, documents, records,
instruments, chattel paper (including both tangible chattel paper and electronic
chattel paper), claims, financial assets, investment property, letter of credit
rights, supporting obligations, deposits and general intangibles (including
payment intangibles and software), as the foregoing terms are defined in the
Uniform Commercial Code, (ii) trademark licenses, trademarks, rights in
intellectual property, trade names, service marks and copyrights, copyright
licenses, patents, patent licenses or the license to use intellectual property
such as computer software owned or licensed by Mortgagor or Master Tenant or
other proprietary business information relating to Mortgagor's or Master
Tenant's policies, procedures, manuals and trade secrets (collectively,
"Intellectual Property"), (iii) plans, specifications, designs, drawings,
permits, consents, licenses, franchises, approvals, management agreements,
contracts and contract rights of Mortgagor or Master Tenant relating to the
Mortgaged Property, including, without limitation, any Choice Hotels
International, Inc. Franchise Agreement related to the Mortgaged Property, dated
on or about the date hereof (the "Franchise Agreement"), or the use, operation,
management, improvement, alteration, repair, maintenance, occupancy or enjoyment
thereof or the conduct of any business or activities thereon (including, without
limitation, any contract with any architect or engineer or with any other
provider of goods or services for or in connection with any construction,
repair, or other work upon the Property), and (iv) actions, refunds or rights to
refunds of real estate taxes and assessments (and any other governmental
impositions related to the Property), and causes of action, in the case of any
of clauses (i) - (iv), that now or hereafter relate to the Property, or the use,
operation, management, improvement, alteration, repair, maintenance, occupancy
or enjoyment thereof or the conduct of any business or activities thereon;

         (h) any and all proceeds and products of any of the foregoing and any
and all other security and collateral of any nature whatsoever, now or hereafter
given for the repayment of the Debt and the performance of Mortgagor's and
Master Tenant's obligations under the Loan Documents, including (without
limitation) the Tax and Insurance Escrow Fund (as hereinafter defined) the
Replacement Reserve Fund (as hereinafter defined), and any other escrows set
forth in the Loan Documents;

         (i) all accounts receivable, contract rights, interests, estates or
other claims, both in law and in equity, which Mortgagor or Master Tenant now
has or may hereafter acquire in the Mortgaged Property or any part thereof; and

         (j) all rights which Mortgagor or Master Tenant now has or may
hereafter acquire, to be indemnified and/or held harmless from any liability,
loss, damage, cost or expense (including, without limitation, reasonable
attorneys' and paralegals' fees and disbursements) relating to the Mortgaged
Property or any part thereof.

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

         PROVIDED, HOWEVER, these presents are upon the express condition that,
if Mortgagor shall well and truly pay to Mortgagee the Debt at the time and in
the manner provided in the Note and this Mortgage and the Crossed Mortgages (as
set forth in Schedule I attached hereto and made a part hereof) and shall well
and truly abide by and comply with each and every covenant and condition set
forth herein and in the Note and the Loan Documents in a timely manner, these
presents and the estate hereby granted shall cease, terminate and be void;

         AND Mortgagor and Master Tenant each, as applicable, represents and
warrants to and covenants and agrees with Mortgagee as follows:

         1. Payment of Debt and Incorporation of Covenants, Conditions and
Agreements. Mortgagor shall pay the Debt at the time and in the manner provided
in the Note and in this Mortgage. Mortgagor will duly and punctually perform all
of the covenants, conditions and agreements contained in the Note, this Mortgage
and the other Loan Documents all of which covenants, conditions and agreements
are hereby made a part of this Mortgage to the same extent and with the same
force as if fully set forth herein.

         2. Warranty of Title. Mortgagor warrants that Mortgagor has good,
marketable and insurable title to the Mortgaged Property and has the right to
mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge,
assign and hypothecate the same and that Mortgagor possesses an unencumbered fee
estate in the Premises and the Improvements. Master Tenant warrants that Master
Tenant possesses an unencumbered leasehold estate in the Master Leasehold
Estate. Mortgagor warrants that it owns the Mortgaged Property free and clear of
all liens, encumbrances and charges whatsoever except for those exceptions shown
in the title insurance policy insuring the lien of this Mortgage and the surveys
of the Mortgaged Property and purchase money and similar personal property liens
shown in Uniform Commercial Code financing statements duly filed ("Permitted
Encumbrances"). Mortgagor represents and warrants that none of the Permitted
Encumbrances will materially and adversely affect (a) Mortgagor's ability to pay
in full the Debt, (b) the use of the Mortgaged Property for the use currently
being made thereof, (c) the operation of the Mortgaged Property, or (d) the
value of the Mortgaged Property. Mortgagor shall forever warrant, defend and
preserve such title and the validity and priority of the lien of this Mortgage
and shall forever warrant and defend the same to Mortgagee against the claims of
all persons whomsoever.

         3. Insurance. (a) Mortgagor, at its sole cost and expense, will keep
the Mortgaged Property insured during the entire term of this Mortgage for the
mutual benefit of Mortgagor and Mortgagee against loss or damage by fire,
lightning, wind and such other perils as are included in a standard "all-risk"
or "special causes of loss" form and against loss or damage by all other risks
and hazards covered by a standard extended coverage insurance policy including,
without limitation, riot and civil commotion, vandalism, malicious mischief,
burglary and theft. Such insurance shall be in an amount equal to the greatest
of (i) the then full replacement cost of the Improvements and Equipment, without
deduction for physical depreciation, (ii) the outstanding principal balance of
the Loan (as such term is defined in the Note), and (iii) such amount that the
insurer would not deem Mortgagor a co-insurer under said policies. The policies
of insurance carried in accordance with this section shall be paid annually in
advance and shall contain a "Replacement Cost Endorsement" with a waiver of
depreciation and an "Agreed Amount Endorsement." The policies shall have a
deductible no greater than $25,000 unless agreed to by Mortgagee.

                  (b) Mortgagor, at its sole cost and expense, for the mutual
benefit of Mortgagor and Mortgagee, shall also obtain and maintain during the
entire term of this Mortgage the following Policies:

                  (i) Flood insurance if any part of the Mortgaged Property is
         located in an area identified by the Federal Emergency Management
         Agency as an area having special flood hazards and in which flood
         insurance has been made available under the National Flood Insurance
         Act of 1968, the Flood Disaster Protection Act of 1973 or the National
         Flood Insurance Reform Act of 1994 (and any amendment or successor act
         thereto) in an amount at least equal to the lesser of (A) the full
         replacement cost of the Improvements and the Equipment within the parts
         of the Mortgaged Property so affected, (B) the outstanding principal
         amount of the Note or (C) the maximum limit of coverage available with
         respect to the Improvements and Equipment under said Act. Mortgagor
         hereby agrees to pay Mortgagee such fees as may be permitted under
         applicable law for the costs incurred by Mortgagee in determining, from
         time to time, whether the Mortgaged Property is then located within
         such area.

                  (ii) Comprehensive General Liability or Commercial General
         Liability insurance, including a broad form comprehensive general
         liability endorsement and coverage for broad form property damage,
         contractual damages, personal injuries (including death resulting
         therefrom) and a liquor liability endorsement if liquor is sold on the
         Mortgaged Property, containing minimum limits of liability of $1
         million for both injury to or death of a person and for property damage
         per occurrence and $2 million in the aggregate, and such other
         liability insurance reasonably requested by Mortgagee. In addition, at
         least $3 million excess and/or umbrella liability insurance shall be
         obtained and maintained for any and all claims, including all legal
         liability imposed upon Mortgagor and all court costs and attorneys'
         fees incurred in connection with the ownership, operation and
         maintenance of the Mortgaged Property.

                  (iii) Rental loss and/or business interruption insurance for a
         period of 12 months in an amount equal to the greater of (A) estimated
         gross revenues from the operations of the Mortgaged Property over 12
         months or (B) the projected operating expenses (including stabilized
         management fees, applicable reserve deposits, and debt service) for the
         maintenance and operation of the Mortgaged Property over 12 months. The
         amount of such rental loss insurance shall be increased from time to
         time during the term of this Mortgage as and when new Leases and
         renewal Leases are entered into in accordance with the terms of this
         Mortgage, to reflect all increased rent and increased additional rent
         payable by all of the tenants under such Leases.

                  (iv) Insurance against loss or damage from explosion of steam
         boilers, air conditioning equipment, high pressure piping, machinery
         and equipment, pressure vessels or similar apparatus now or hereafter
         installed in the Improvements and including broad form boiler and
         machinery insurance (without exclusion for explosion) covering all
         boilers or other pressure vessels, machinery and equipment located in,
         on, or about the Premises and the Improvements. Coverage is required in
         an amount at least equal to the full replacement cost of such equipment
         and the building or buildings housing same. Coverage must extend to
         electrical equipment, sprinkler systems, heating and air conditioning
         equipment, refrigeration equipment and piping.

                  (v) If the Mortgaged Property includes commercial property,
         worker's compensation insurance with respect to any employees of
         Mortgagor, as required by any governmental authority or legal
         requirement.

                  (vi) During any period of repair or restoration, builder's
         "all risk" insurance in an amount equal to not less than the full
         insurable value of the Mortgaged Property against such risks
         (including, without limitation, fire and extended coverage and collapse
         of the Improvements to agreed limits) as Mortgagee may request, in form
         and substance acceptable to Mortgagee.

                  (vii) Ordinance or law coverage to compensate for the cost of
         demolition, increased cost of construction, and loss to any undamaged
         portions of the Improvements, if the current use of the Mortgaged
         Property or the Improvements themselves are or become "nonconforming"
         pursuant to the applicable zoning regulations, or full rebuildability
         following casualty is otherwise not permitted under such zoning
         regulations.

                  (viii) Such other insurance as may from time to time be
         reasonably required by Mortgagee in order to protect its interests.

         The insurance policies required under subsections 3(a) and 3(b)(iii)
above shall be required to cover perils of terrorism and acts of terrorism so
long as such insurance coverage is available at commercially reasonable rates
(as determined by Mortgagee in its sole discretion); provided however, if a
Rating Agency in connection with a Secondary Market Transaction (as hereinafter
defined) or in connection with its rating surveillance of the certificates
issued pursuant to a Secondary Market Transaction would not provide or maintain
a rating (including, without limitation, any so-called "shadow" rating) for any
portion of such certificates or the Loan which would otherwise be available but
for the failure to maintain terrorism insurance with respect to the Loan (or the
Loan among other loans included in the Secondary Market Transaction), Mortgagor
will so maintain such insurance if obtainable from any insurer or any
governmental authority (for the maximum amount obtainable up to the amounts set
forth in subsections 3(a) and 3(b)(iii) above and with deductibles no greater
than those provided in subsection 3(a) above).

                  (c) All Policies (i) shall be issued by companies approved by
         Mortgagee and licensed to do business in the state where the Mortgaged
         Property is located, with a claims paying ability rating of "A-:IX" or
         better in the current Best's Insurance Reports; (ii) shall be
         maintained throughout the term of this Mortgage without cost to
         Mortgagee; (iii) shall contain a Non-Contributory Standard Mortgagee
         Clause and a Mortgagee's Loss Payable Endorsement, or their
         equivalents, naming Mortgagee as the person to which all payments made
         by such insurance company shall be paid; (iv) shall contain a waiver of
         subrogation against Mortgagee; (v) shall be assigned and the originals
         delivered to Mortgagee (including certified copies of the Policies in
         effect on the date hereof within thirty (30) days after the closing of
         the Loan); (vi) shall contain such provisions as Mortgagee deems
         reasonably necessary or desirable to protect its interest including,
         without limitation, endorsements providing that neither Mortgagor,
         Mortgagee nor any other party shall be a co-insurer under said Policies
         and that Mortgagee shall receive at least thirty (30) days prior
         written notice of any modification or cancellation; (vii) shall be for
         a term of not less than one year, (viii) shall be issued by an insurer
         licensed in the state in which the Mortgaged Property is located, (ix)
         shall provide that Mortgagee may, but shall not be obligated to, make
         premium payments to prevent any cancellation, endorsement, alteration
         or reissuance, and such payments shall be accepted by the insurer to
         prevent same, (x) shall be satisfactory in form and substance to
         Mortgagee and shall be approved by Mortgagee as to amounts, form, risk
         coverage, deductibles, loss payees and insureds; and (xi) shall provide
         that all claims shall be allowable on events as they occur. Upon demand
         therefor, Mortgagor shall reimburse Mortgagee for all of Mortgagee's
         (or its servicer's) reasonable costs and expenses incurred in obtaining
         any or all of the Policies or otherwise causing the compliance with the
         terms and provisions of this Section 3, including (without limitation)
         obtaining updated flood hazard certificates and replacement of any
         so-called "forced placed" insurance coverages. Mortgagor shall pay the
         premiums for such Policies (the "Insurance Premiums") as the same
         become due and payable and shall furnish to Mortgagee evidence of the
         renewal of each of the Policies with receipts for the payment of the
         Insurance Premiums or other evidence of such payment reasonably
         satisfactory to Mortgagee (provided, however, that Mortgagor is not
         required to furnish such evidence of payment to Mortgagee in the event
         that such Insurance Premiums have been paid by Mortgagee pursuant to
         Section 5 hereof). If Mortgagor does not furnish such evidence and
         receipts at least thirty (30) days prior to the expiration of any
         expiring Policy, then Mortgagee may, after providing written notice to
         Mortgagor, procure, but shall not be obligated to procure, such
         insurance and pay the Insurance Premiums therefor, and Mortgagor agrees
         to reimburse Mortgagee for the cost of such Insurance Premiums promptly
         on demand. Within thirty (30) days after request by Mortgagee,
         Mortgagor shall obtain such increases in the amounts of coverage
         required hereunder as may be reasonably requested by Mortgagee, taking
         into consideration changes in the value of money over time, changes in
         liability laws, changes in prudent customs and practices, and the like.
         Mortgagor shall give Mortgagee prompt written notice if Mortgagor
         receives from any insurer any written notification or threat of any
         actions or proceedings regarding the non-compliance or non-conformity
         of the Mortgaged Property with any insurance requirements. For purposes
         hereof, references to "Mortgagee" shall also be deemed to include,
         without limitation, Mortgagee's successors, assigns or other designees.

                  (d) In the event of the entry of a judgment of foreclosure,
         sale of the Mortgaged Property by non-judicial foreclosure sale, or
         delivery of a deed in lieu of foreclosure, Mortgagee hereby is
         authorized (without the consent of Mortgagor) to assign any and all
         Policies to the purchaser or transferee thereunder, or to take such
         other steps as Mortgagee may deem advisable to cause the interest of
         such transferee or purchaser to be protected by any of the Policies
         without credit or allowance to Mortgagor for prepaid premiums thereon.

                  (e) If the Mortgaged Property shall be damaged or destroyed,
         in whole or in part, by fire or other casualty (an "Insured Casualty"),
         Mortgagor shall give prompt notice thereof to Mortgagee and, so long as
         insurance proceeds are made available to Mortgagor, Mortgagor shall
         promptly repair the Mortgaged Property to be at least equal value and
         of substantially the same character as prior to such damage, all to be
         effected in accordance with applicable law and plans and specifications
         approved in advance by Mortgagee. The expenses incurred by Mortgagee in
         the adjustment and collection of insurance proceeds shall become part
         of the Debt and be secured hereby and shall be reimbursed by Mortgagor
         to Mortgagee upon demand.

                  (f) In case of loss or damages covered by any of the Policies,
         the following provisions shall apply:

                  (i) In the event of an Insured Casualty that does not exceed
         $50,000, Mortgagor may settle and adjust any claim without the consent
         of Mortgagee and agree with the insurance company or companies on the
         amount to be paid upon the loss; provided that such adjustment is
         carried out in a competent and timely manner. In such case, Mortgagor
         is hereby authorized to collect and receipt for any such insurance
         proceeds.

                  (ii) In the event an Insured Casualty shall exceed $50,000,
         then and in that event, Mortgagee may settle and adjust any claim with
         the consent of Mortgagor and agree with the insurance company or
         companies on the amount to be paid on the loss and the proceeds of any
         such policy shall be due and payable solely to Mortgagee and held in
         escrow by Mortgagee in accordance with the terms of this Mortgage.

                  (iii) In the event of any Insured Casualty, if (A) the loss is
         in an aggregate amount less than thirty-five percent (35%) of the
         original principal balance of the Note, (B) in the reasonable judgment
         of Mortgagee, the Mortgaged Property can be restored within twelve (12)
         months after insurance proceeds are made available to an economic unit
         not less valuable (including an assessment of the impact of the
         termination of any Leases due to such Insured Casualty) and not less
         useful than the same was prior to the Insured Casualty, and after such
         restoration will adequately secure the outstanding balance of the Debt,
         and such restoration can be completed on or before six (6) months prior
         to the Maturity Date of the Loan, and (C) no Event of Default (as
         hereinafter defined) shall have occurred and be then continuing, then
         the proceeds of insurance shall be applied to reimburse Mortgagor for
         the cost of restoring, repairing, replacing or rebuilding the Mortgaged
         Property or part thereof subject to Insured Casualty, as provided for
         below; and Mortgagor hereby covenants and agrees forthwith to commence
         and diligently to prosecute such restoring, repairing, replacing or
         rebuilding; provided, however, in any event Mortgagor shall pay all
         costs (and if required by Mortgagee, Mortgagor shall deposit the total
         thereof with Mortgagee in advance) of such restoring, repairing,
         replacing or rebuilding in excess of the net proceeds of insurance made
         available pursuant to the terms hereof.

                  (iv) Except as provided above, the proceeds of insurance
         collected upon any Insured Casualty shall, at the option of Mortgagee
         in its sole discretion, be applied to the payment of the Debt or
         applied to reimburse Mortgagor for the cost of restoring, repairing,
         replacing or rebuilding the Mortgaged Property or part thereof subject
         to the Insured Casualty, in the manner set forth below. Any such
         application to the Debt shall not be considered a voluntary prepayment
         requiring payment of the prepayment consideration provided in the Note,
         and shall not reduce or postpone any payments otherwise required
         pursuant to the Note, other than the final payment on the Note.

                  (v) In the event Mortgagor is entitled to reimbursement out of
         insurance proceeds held by Mortgagee, such proceeds shall be disbursed
         from time to time upon Mortgagee being furnished with (A) evidence
         satisfactory to it (which evidence may include inspection(s) of the
         work performed) that the restoration, repair, replacement and
         rebuilding covered by the disbursement has been completed in accordance
         with plans and specifications approved by Mortgagee, (B) evidence
         satisfactory to it of the estimated cost of completion of the
         restoration, repair, replacement and rebuilding, (C) funds, or, at
         Mortgagee's option, assurances satisfactory to Mortgagee that such
         funds are available, sufficient in addition to the proceeds of
         insurance to complete the proposed restoration, repair, replacement and
         rebuilding, and (D) such architect's certificates, waivers of lien,
         contractor's sworn statements, title insurance endorsements, bonds,
         plats of survey and such other evidences of cost, payment and
         performance as Mortgagee may reasonably require and approve; and
         Mortgagee may, in any event, require that all plans and specifications
         for such restoration, repair, replacement and rebuilding be submitted
         to and approved by Mortgagee prior to commencement of work. With
         respect to disbursements to be made by Mortgagee: (A) no payment made
         prior to the final completion of the restoration, repair, replacement
         and rebuilding shall exceed ninety percent (90%) of the value of the
         work performed from time to time; (B) funds other than proceeds of
         insurance shall be disbursed prior to disbursement of such proceeds;
         and (C) at all times, the undisbursed balance of such proceeds
         remaining in the hands of Mortgagee, together with funds deposited for
         that purpose or irrevocably committed to the satisfaction of Mortgagee
         by or on behalf of Mortgagor for that purpose, shall be at least
         sufficient in the reasonable judgment of Mortgagee to pay for the cost
         of completion of the restoration, repair, replacement or rebuilding,
         free and clear of all liens or claims for lien and the costs described
         in subsection 3(vi) below. Any surplus which may remain out of
         insurance proceeds held by Mortgagee after payment of such costs of
         restoration, repair, replacement or rebuilding may at Mortgagee's
         discretion be applied to the reduction or discharge of the Debt whether
         or not then due and payable (such application to be without any
         prepayment consideration, except that if an Event of Default, or an
         event with notice and/or the passage of time, or both, would constitute
         an Event of Default, has occurred, then such application shall be
         subject to the prepayment consideration computed in accordance with the
         Note), with the balance, if any, to be disbursed to Mortgagor, or paid
         to Mortgagor. In no event shall Mortgagee assume any duty or obligation
         for the adequacy, form or content of any such plans and specifications,
         nor for the performance, quality or workmanship of any restoration,
         repair, replacement and rebuilding.

                  (vi) Notwithstanding anything to the contrary contained
         herein, the proceeds of insurance reimbursed to Mortgagor in accordance
         with the terms and provisions of this Mortgage shall be reduced by the
         reasonable costs (if any) incurred by Mortgagee in the adjustment and
         collection thereof and by the reasonable costs incurred by Mortgagee of
         paying out such proceeds (including, without limitation, reasonable
         attorneys' fees and costs paid to third parties for inspecting the
         restoration, repair, replacement and rebuilding and reviewing the plans
         and specifications therefor).

         4. Payment of Taxes and Other Charges. Subject to the provisions of
Section 5 below, Mortgagor shall pay all taxes, assessments, water rates and
sewer rents, now or hereafter levied or assessed or imposed against the
Mortgaged Property or any part thereof (the "Taxes") and all ground rents,
maintenance charges, other governmental impositions, and other charges,
including without limitation vault charges and license fees for the use of
vaults, chutes and similar areas adjoining the Premises, now or hereafter levied
or assessed or imposed against the Mortgaged Property or any part thereof (the
"Other Charges") as the same become due and payable, unless the same are
conteseted in accordance with Section 29 hereof. Mortgagor will deliver to
Mortgagee, promptly upon Mortgagee's request, evidence satisfactory to Mortgagee
that the Taxes and Other Charges have been so paid, are being contested, or are
not then delinquent. Mortgagor shall not suffer and shall promptly cause to be
paid and discharged any lien or charge whatsoever which may be or become a lien
or charge against the Mortgaged Property, and shall promptly pay for all utility
services provided to the Mortgaged Property, unless the same are being contested
in accordance with Section 29 hereof. Mortgagor shall furnish to Mortgagee or
its designee receipts for the payment of the Taxes, Other Charges and said
utility services or evidence that the same are being contested in accordance
with Section 29 hereof prior to the date the same shall become delinquent
(provided, however, that Mortgagor is not required to furnish such receipts for
payment of Taxes in the event that such Taxes have been paid by Mortgagee
pursuant to Section 5 hereof).

         5. Tax and Insurance Escrow Fund. On the Closing Date, Mortgagor shall
make an initial deposit to the Tax and Insurance Escrow Fund, as hereinafter
defined, in an amount which, when added to the monthly amounts to be deposited
as specified below, will be sufficient in the estimation of Mortgagee to satisfy
the next due taxes, assessments, insurance premiums and other similar charges.
Beginning on the date the first constant monthly payment is due under the Note,
and on the eleventh day of each calendar month thereafter, Mortgagor shall, at
the option of Mortgagee or its designee, pay to Mortgagee (a) one-twelfth of an
amount which would be sufficient to pay the Taxes payable, or estimated by
Mortgagee to be payable, during the next ensuing twelve (12) months, and (b)
one-twelfth of an amount which would be sufficient to pay the Insurance Premiums
due for the renewal of the coverage afforded by the Policies upon the expiration
thereof (said amounts in (a) and (b) above hereinafter called the "Tax and
Insurance Escrow Fund"). Mortgagee may, in its sole discretion, retain a third
party tax consultant to obtain tax certificates or other evidence or estimates
of tax due or to become due or to verify the payment of taxes and Mortgagor will
promptly reimburse Mortgagee for the reasonable cost of retaining any such third
parties or obtaining such certificates. Any unpaid reimbursements for the
aforesaid shall be added to the Debt. The Tax and Insurance Escrow Fund and the
payments of interest or principal or both, payable pursuant to the Note, shall
be added together and shall be paid as an aggregate sum by Mortgagor to
Mortgagee. Mortgagor hereby pledges to Mortgagee any and all monies now or
hereafter deposited in the Tax and Insurance Escrow Fund as additional security
for the payment of the Debt. Mortgagee will apply the Tax and Insurance Escrow
Fund to payments of Taxes and Insurance Premiums required to be made by
Mortgagor pursuant to Sections 3 and 4 hereof. In making any payment relating to
the Tax and Insurance Escrow Fund, Mortgagee may do so according to any bill,
statement or estimate procured from the appropriate public office (with respect
to Taxes) or insurer or agent (with respect to Insurance Premiums), without
inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax, assessment, sale, forfeiture, tax lien or title or claim
thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the
amounts due for Taxes and Insurance Premiums pursuant to Sections 3 and 4
hereof, Mortgagee shall, in its discretion, credit such excess against future
payments to be made to the Tax and Insurance Escrow Fund. In allocating such
excess, Mortgagee may deal with the person shown on the records of Mortgagee to
be the owner of the Mortgaged Property. If at any time Mortgagee determines that
the Tax and Insurance Escrow Fund is not or will not be sufficient to pay the
items set forth in (a) and (b) above, Mortgagee shall notify Mortgagor of such
determination and Mortgagor shall increase its monthly payments to Mortgagee by
the amount that Mortgagee estimates is sufficient to make up the deficiency at
least thirty (30) days prior to delinquency of the Taxes and/or expiration of
the Policies, as the case may be. Upon the occurrence of an Event of Default,
Mortgagee may apply any sums then present in the Tax and Insurance Escrow Fund
to the payment of the Debt in any order in its sole discretion. Until expended
or applied as above provided, any amounts in the Tax and Insurance Escrow Fund
shall constitute additional security for the Debt. The Tax and Insurance Escrow
Fund shall not constitute a trust fund and may be commingled with other monies
held by Mortgagee. Unless otherwise required by applicable law, no earnings or
interest on the Tax and Insurance Escrow Fund shall be payable to Mortgagor even
if Mortgagee or its servicer is paid a fee and/or receives interest or other
income in connection with the deposit or placement of such fund (in which event
such income shall be reported under Mortgagee's or its servicer's tax
identification number, as applicable). Upon payment of the Debt and performance
by Mortgagor of all its obligations under this Mortgage and the other Loan
Documents, any amounts remaining in the Tax and Insurance Escrow Fund shall be
refunded to Mortgagor.

         Notwithstanding the foregoing, Mortgagee acknowledges that as of the
date hereof, Mortgagor maintains insurance policies and coverages in compliance
with Section 3 hereof under blanket policies of insurance, and Mortgagee agrees
that notwithstanding the terms of the first paragraph of this Section 5,
Mortgagor shall not be required to escrow with Mortgagee the yearly premium
installments for fire and other hazard insurance, rent loss insurance and such
other insurance covering the Mortgaged Property as Lender may require pursuant
to Section 3 hereof (the "Insurance Escrow Payment") provided that: (a)
Mortgagor is not in default under the Loan Documents beyond any applicable
notice and/or cure period, and (b) Mortgagor provides Mortgagee with evidence of
renewal of each of the insurance policies required to be maintained hereunder at
least thirty (30) days prior to the expiration of any expiring policy, which
shall be satisfactory to Mortgagee in its sole discretion. In the event of the
failure of either of the conditions set forth in the immediately preceding
sentence, Mortgagor shall be required to begin making the Insurance Escrow
Payment commencing on the next scheduled payment date.

         6. FF&E Reserve Fund. Beginning on the date the First Payment Date is
due under the Note, and on the eleventh day of each calendar month thereafter,
Mortgagor shall pay, or cause to be paid, to Mortgagee an amount equal to
$7,124.42, the amount estimated by Mortgagee in its sole discretion to be due
for replacements and repairs required to be made to the Property during the
calendar year for the replacements and repairs of the following ("FF&E"):
furniture, furnishings, fixtures, "Soft Goods" (all fabric, textile and flexible
plastic products [not including items which are classified as "Fixed Asset
Supplies" under the uniform System of Accounts] which are used in furnishing the
Property, including, without limitation: carpeting, drapes, bedspreads, wall and
floor coverings, mats, shower curtains and similar items), "Case Goods"
(furniture and furnishings used in the Property, including, without limitation:
chairs, beds, chests, headboards, desks, lamps, tables, television sets,
mirrors, pictures, wall decorations and similar items), signage, audio-visual
equipment, kitchen appliances, vehicles, carpeting and all equipment, including
front desk and back-of-the house computer equipment (the "FF&E Reserve Fund").
Mortgagor hereby pledges (and grants a lien and security interest) to Mortgagee,
Mortgagor's interest in any and all monies now or hereafter deposited in the
FF&E Reserve Fund as additional security for the payment of the Debt. As
required in Section 17 below, Mortgagor shall deliver, or cause to be delivered,
to Mortgagee for Mortgagee's review and approval, a budget (the "Budget")
itemizing the costs for FF&E which are anticipated to be incurred in connection
with the Property during the next immediately succeeding calendar year (the
"FF&E Expenditures"). Notwithstanding the foregoing, it is the intention of
Mortgagor and Mortgagee that the FF&E Deposit Amount equal one-twelfth (1/12th)
of four percent (4%) of the total revenue actually generated by the Property,
and consequently, Mortgagee shall annually adjust the FF&E Deposit Amount based
on the actual revenue generated by the Mortgaged Property during the immediately
preceding fiscal year, such amount to be determined by Mortgagee in its
reasonable discretion. Provided that no Event of Default shall exist and remain
uncured, Mortgagee shall make disbursements from the FF&E Reserve Fund as
requested, in writing by Mortgagor, and approved by Mortgagee in its reasonable
discretion, on a monthly basis in increments of no less than $2,500 upon
delivery by Mortgagor of copies of paid invoices (or with respect to requests in
excess of $10,000, unpaid invoices) for the amounts requested, a certification
from Mortgagor stating: (a) that the amounts requested will be applied to the
payment or reimbursement of FF&E Expenditures included in the Budget, (b) that
all funds that Mortgagor has previously withdrawn from the FF&E Reserve Fund
have been applied to the payment or reimbursement of FF&E Expenditures included
in the Budget, and that (c) to the best of Mortgagor's knowledge, there are no
accounts payable in connection with the Budget that are more than sixty (60)
days past due (unless the same is being contested in accordance with the terms
of the Loan Documents), which certification will be accompanied by a schedule
setting forth the names of payees and the amounts to be paid out of the proceeds
of such disbursement. Upon request of Mortgagee in writing, Mortgagor shall
provide a detailed written accounting of FF&E Expenditures, with a comparison
with the Budget, in form and substance reasonably acceptable to Mortgagee,
together with copies of invoices for items that have been paid from prior
withdrawals from the FF&E Reserve Fund. In connection with any work involving an
FF&E Expenditure, Mortgagee may require an inspection of the Property at
Mortgagor's expense prior to making a disbursement in order to verify completion
of replacements and repairs for which reimbursement or payment is sought.
Mortgagee's security interest in the FF&E Reserve Fund is solely for the
protection of Mortgagee and entails no responsibility or obligation on
Mortgagee's part beyond the payment of the costs and expenses described in this
section in accordance with the terms hereof and beyond the allowing of due
credit for the sums actually received. The FF&E Reserve Fund shall be held in an
interest bearing account in Mortgagee's name at a financial institution selected
by Mortgagee in its sole discretion. All earnings or interest on the FF&E
Reserve Fund shall be and become part of such FF&E Reserve Fund and shall be
disbursed as provided in this Section 6. Upon payment of the Debt and
performance by Mortgagor of all its obligations under this Mortgage and the
other Loan Documents, any amounts remaining in the FF&E Reserve Fund shall be
refunded to Mortgagor. The FF&E Reserve Fund shall not constitute a trust fund
and may be commingled with other monies held by Mortgagee.

         7. Condemnation. (a) Mortgagor shall promptly give Mortgagee written
notice of the actual or threatened commencement of any condemnation or eminent
domain proceeding and shall deliver to Mortgagee copies of any and all papers
served in connection with such proceedings. Mortgagee is hereby irrevocably
appointed as Mortgagor's attorney-in-fact, coupled with an interest, with
exclusive power to collect, receive and retain any award or payment for said
condemnation or eminent domain and to make any compromise or settlement in
connection with such proceeding, subject to the provisions of this Mortgage.
Notwithstanding any taking by any public or quasi-public authority through
eminent domain or otherwise (including but not limited to any transfer made in
lieu of or in anticipation of the exercise of such taking), Mortgagor shall
continue to pay the Debt at the time and in the manner provided for its payment
in the Note, in this Mortgage and the other Loan Documents and the Debt shall
not be reduced until any award or payment therefor shall have been actually
received after expenses of collection and applied by Mortgagee to the discharge
of the Debt. Mortgagee shall not be limited to the interest paid on the award by
the condemning authority but shall be entitled to receive out of the award
interest at the rate or rates provided herein and in the Note. Mortgagor shall
cause the award or payment made in any condemnation or eminent domain
proceeding, which is payable to Mortgagor, to be paid directly to Mortgagee.
Mortgagee may apply any such award or payment to the reduction or discharge of
the Debt whether or not then due and payable (such application to be without any
prepayment consideration, except that if an Event of Default, or an event with
notice and/or the passage of time, or both, would constitute an Event of
Default, has occurred, then such application shall be subject to the prepayment
consideration computed in accordance with the Note). If the Mortgaged Property
is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of
such award or payment, Mortgagee shall have the right, whether or not a
deficiency judgment on the Note shall have been sought, recovered or denied, to
receive said award or payment, or a portion thereof sufficient to pay the Debt.

                  (b) Notwithstanding the provisions of subsection 7(a) above,
in the event of a condemnation of less than all of the Mortgaged Property where:
(i) no Event of Default shall have occurred and be continuing; (ii) the
condemnation will not, in Mortgagee's sole discretion, result in a material
adverse effect to the use or operation of the Mortgaged Property, Mortgagor's
ability to make payments hereunder, or the operating income from the Mortgaged
Property; and (iii) the amount of any award or payment that is uncontested shall
have been paid to Mortgagee, then Mortgagee and Mortgagor shall jointly make any
such compromise or settlement hereunder, or otherwise adjudicate such claim, and
such award or payment (less amounts payable to Mortgagee for its costs and
expenses incurred in connection therewith) shall be paid by Mortgagee to
Mortgagor in the same manner as provided by subsection 3(f)(v) above to restore
the Mortgaged Property to an architecturally and functionally compatible
condition, and the excess available upon completion of such restoration may at
Mortgagee's discretion be applied to the reduction or discharge of the Debt
whether or not then due and payable (such application to be without any
prepayment consideration, except that if an Event of Default, or an event with
notice and/or the passage of time, or both, would constitute an Event of
Default, has occurred, then such application shall be subject to the prepayment
consideration computed in accordance with the Note), with the balance, if any,
to be disbursed to Mortgagor, or paid to Mortgagor.

         8. Representations and Covenants Concerning Loan. Mortgagor represents,
warrants and covenants as follows:

                  (a) Unless otherwise waived by Mortgagee, Mortgagor shall
comply with all of the recommendations concerning the maintenance and repair of
the Mortgaged Property which are contained in the inspection and engineering
report which was delivered to Mortgagee in connection with the origination of
the Loan.

                  (b) In the event Mortgagor decides to engage a third party
management company to manage the Mortgaged Property, Mortgagor agrees to engage
a management company satisfactory to Mortgagee, pursuant to a management
agreement satisfactory to Mortgagee, and to cause such management company to
execute the Acknowledgment of Property Manager in form and substance
satisfactory to Mortgagee, and to deliver to Mortgagee promptly upon such
engagement, a fully-executed copy of the management agreement, together with the
Acknowledgment of Property Manager signed by such manager.

                  (c) Intentionally Deleted.

                  (d) Mortgagor has reviewed and is familiar with all opinions
of legal counsel to Mortgagor and any Affiliate (as hereinafter defined) to be
delivered in connection with the Loan, including those respecting enforceability
and authority. None of the assumptions set forth in such opinions are incorrect.

                  (e) Neither Mortgagor, nor any Affiliate is or has been a
debtor, and no property of any of them (including the Mortgaged Property) is
property of the estate, in any voluntary or involuntary case under the
Bankruptcy Code or under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect. No such party and no property of any of them is
or has been under the possession or control of a receiver, trustee or other
custodian. Neither Mortgagor nor any Affiliate has made or will make any
assignment for the benefit of creditors. No such assignment or bankruptcy or
similar case or proceeding is now contemplated.

                  (f) The representations and warranties contained in the
Closing Certificate executed by Mortgagor in connection with the Note (which
certificate constitutes one of the Loan Documents) are true and correct and
Mortgagor shall observe the covenants contained therein.

                  (g) Master Tenant and Mortgagor, if applicable, shall timely
comply in all material respects with the terms and conditions of the Franchise
Agreement. Neither Master Tenant nor Mortgagor shall terminate the Franchise
Agreement or fail to renew the Franchise Agreement without Mortgagee's prior
written consent, which consent shall not be unreasonably withheld or delayed.
Master Tenant and/or Mortgagor shall promptly provide Mortgagee with any notice
of default, non-performance, non-renewal or termination received with respect to
the Franchise Agreement.

         9. Single Purpose Entity/Separateness. Mortgagor represents, warrants
and covenants as follows:

                  (a) Mortgagor has not and shall not own any asset or property
other than (i) the Mortgaged Property and the real property described in the
Crossed Mortgages (collectively, the "Crossed Properties"), (ii) any Lease of
the Crossed Properties, and (iii) incidental personal property necessary for the
ownership or operation of the Crossed Properties.

                  (b) Mortgagor has not engaged and shall not engage in any
business or activity other than the ownership, leasing, management and/or
operation of the Crossed Properties and Mortgagor will conduct and operate its
business as presently conducted and operated.

                  (c) Except as contemplated by this Mortgage and the Crossed
Mortgages, Mortgagor has not and shall not enter into or be a party to any
transaction, contract or agreement with any entity which is directly or
indirectly controlling, controlled by or under common control with Mortgagor
(excluding any director or officer of any such entity) (an "Affiliate"), except
upon terms and conditions that are intrinsically fair and substantially similar
to those that would be available on an arm's-length basis with third parties
other than any Affiliate (including any Lease satisfactory to Mortgagee with a
taxable REIT subsidiary).

                  (d) Mortgagor has not incurred and shall not incur any
indebtedness, secured or unsecured, direct or indirect, absolute or contingent
(including guaranteeing any obligation), other than (i) the Debt and (ii) trade
and operational debt incurred in the ordinary course of business with trade
creditors in connection with owning, operating and maintaining the Crossed
Properties, in such amounts as are normal and reasonable under the
circumstances, provided such debt is not evidenced by a promissory note or other
security instrument and is not at any time in an aggregate amount in excess of
two percent (2%) of the original loan amount evidenced by the Note, and further
provided that all such trade debts are paid within sixty (60) days after the
same are incurred. Except as contemplated by this Mortgage and the Crossed
Mortgages, no indebtedness other than the Debt may be secured (senior,
subordinate or pari passu) by the Crossed Properties.

                  (e) Mortgagor has not made and shall not make any loans or
advances to any third party, nor to any Affiliate or any constituent party of
Mortgagor.

                  (f) Mortgagor is and will remain solvent and Mortgagor will
pay its debts from its assets as the same shall become due.

                  (g) Mortgagor has done or caused to be done and shall do all
things necessary, to preserve its existence, and Mortgagor will not, nor will
Mortgagor permit any Affiliate to amend, modify or otherwise change the
operating agreement or other organizational documents of Mortgagor in a manner
which would adversely affect Mortgagor's existence as a single-purpose entity,
without the prior written consent of Mortgagee.

                  (h) Mortgagor has maintained and shall maintain financial
statements, accounting records, books and records, bank accounts and other
entity documents separate from those of its Affiliates and any constituent party
of Mortgagor or any other person or entity; provided, however, Mortgagor's
financial position, assets, liabilities, net worth and operating results may be
included in the consolidated financial statements of an Affiliate. Mortgagor has
filed and shall file its own tax returns, except to the extent that it has been
or is required to file consolidated tax returns by law. Mortgagor has maintained
and shall maintain its books, records, resolutions and agreements as official
records.

                  (i) Mortgagor has been and will be, and at all times will hold
itself out to the public as, a legal entity separate and distinct from any other
entity (including any Affiliate or any constituent party of Mortgagor), shall
correct any known misunderstanding regarding its status as a separate entity,
shall conduct business in its own name, shall not identify itself or any of its
Affiliates as a division or part of the other and shall maintain and utilize a
separate telephone number and separate stationery, invoices and checks.
Mortgagor has allocated and shall allocate fairly and reasonably any overhead
for shared office space.

                  (j) Mortgagor has preserved and kept and shall preserve and
keep in full force and effect its existence, good standing and qualification to
do business in the states in which the Crossed Properties are located and
Mortgagor has observed and will observe all limited liability company
formalities.

                  (k) Mortgagor has maintained and shall maintain adequate
capital and a sufficient number of employees for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations. Mortgagor will pay the salaries of its own
employees.

                  (l) Neither Mortgagor nor any constituent party of Mortgagor
has sought or shall seek or consent to the dissolution or winding up, in whole
or in part, of Mortgagor, nor will Mortgagor merge with or be consolidated into
any other entity or acquire by purchase or otherwise all or substantially all of
the business assets of, or any stock of beneficial ownership of, any entity.

                  (m) Mortgagor has not and shall not commingle the funds and
other assets of Mortgagor with those of any Affiliate, any constituent party of
Mortgagor or any other person, and Mortgagor will pay its own liabilities out of
its own funds and assets.

                  (n) Mortgagor has maintained and shall maintain its assets in
such a manner that it will not be costly or difficult to segregate, ascertain or
identify its individual assets from those of any constituent party of Mortgagor,
Affiliate or any other person.

                  (o) Except as contemplated by this Mortgage and the Crossed
Mortgages, Mortgagor has not and shall not assume, guarantee, become obligated
for or hold itself out to be responsible for the debts or obligations of any
other person (provided, that the foregoing shall not prevent Mortgagor from
being and holding itself responsible for expenses incurred or obligations
undertaken by the lessee and/or property manager of the Crossed Properties in
respect of its duties regarding the Crossed Properties).

                  (p) Mortgagor shall obtain and maintain in full force and
effect, and abide by and satisfy the material terms and conditions of, all
material permits, licenses, registrations and other authorizations with or
granted by any governmental authorities that may be required from time to time
with respect to the performance of its obligations under this Mortgage and the
Crossed Mortgages.

                  (q) Mortgagor  does not and shall not own any  subsidiary,
or make any  investment in any person or entity.

                  (r) Mortgagor has not and shall not without the unanimous
consent of all its members, file or consent to the filing of any petition,
either voluntary or involuntary, to take advantage of any applicable insolvency,
bankruptcy, liquidation or reorganization statute, or make an assignment for the
benefit of creditors.

                  (s) Mortgagor shall be a limited liability company formed
under the laws of the State of Delaware, whose certificate of formation and
operating agreement ("Mortgagor's Organizational Documents") shall be in form
and substance reasonably satisfactory to Mortgagee.

         10. Maintenance of the Mortgaged Property. Mortgagor shall cause the
Mortgaged Property to be operated and maintained in a good and safe condition
and repair and in keeping with the condition and repair of properties of a
similar use, value, age, nature and construction. Mortgagor shall not use,
maintain or operate the Mortgaged Property in any manner which constitutes a
public or private nuisance or which makes void, voidable, or cancelable, or
increases the premium of, any insurance then in force with respect thereto. The
Improvements and the Equipment shall not be removed, demolished or materially
altered (except for normal replacement of the Equipment) without the consent of
Mortgagee. Mortgagor shall promptly comply with all laws, orders and ordinances
affecting the Mortgaged Property, or the use thereof. Mortgagor shall promptly
repair, replace or rebuild any part of the Mortgaged Property which may be
destroyed by any casualty, or become damaged, worn or dilapidated or which may
be affected by any proceeding of the character referred to in Section 7 hereof
and shall complete and pay for any structure at any time in the process of
construction or repair on the Premises.

         11. Use of the Mortgaged Property. Mortgagor shall not initiate, join
in, acquiesce in, or consent to any change in any private restrictive covenant,
zoning law or other public or private restriction, limiting or defining the uses
which may be made of the Mortgaged Property or any part thereof, nor shall
Mortgagor initiate, join in, acquiesce in, or consent to any zoning change or
zoning matter affecting the Mortgaged Property, in each case, to the extent such
change materially detracts from the value of the Mortgaged Property or
interferes with the ordinary course of business on the Mortgaged Property. If
under applicable zoning provisions the use of all or any portion of the
Mortgaged Property is or shall become a nonconforming use, Mortgagor will not
cause or permit such nonconforming use to be discontinued or abandoned without
the express written consent of Mortgagee. Mortgagor shall not permit or suffer
to occur any waste on or to the Mortgaged Property or to any portion thereof and
shall not take any steps whatsoever to convert the Mortgaged Property, or any
portion thereof, to a condominium or cooperative form of management. Mortgagor
will not install or permit to be installed on the Premises any underground
storage tank or above-ground storage tank without the written consent of
Mortgagee.

         12. Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor
acknowledges that Mortgagee has examined and relied on the creditworthiness and
experience of Mortgagor in owning and operating properties such as the Mortgaged
Property in agreeing to make the loan secured hereby, and that Mortgagee will
continue to rely on Mortgagor's ownership of the Mortgaged Property as a means
of maintaining the value of the Mortgaged Property as security for repayment of
the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in
maintaining the value of the Mortgaged Property so as to ensure that, should
Mortgagor default in the repayment of the Debt, Mortgagee can recover the Debt
by a sale of the Mortgaged Property. Subject to the provisions of subsection
12(b) below, without the prior written consent of Mortgagee:

                  (i) neither Mortgagor nor any other Person shall, directly or
         indirectly, voluntarily or involuntarily, by operation of law or
         otherwise, sell, transfer, convey, mortgage, pledge, or assign any
         interest in, or encumber, alienate, grant a Lien in or against, or
         grant or enter into any easement, covenant or other agreement granting
         rights in or restricting the use or development of, (A) the Mortgaged
         Property or any part thereof, or (B) any membership interest, shares of
         stock, beneficial interest or any other ownership interest (in whole or
         in part) in Mortgagor or in any member or other direct holder or any
         interest therein, through each tier of ownership with the intention
         that the foregoing restrictions shall not be avoided by the use of
         multiple tiers of ownership of direct interests in Mortgagor; and

                  (ii) no new member or other legal or equitable owner shall be
         admitted to or created in Mortgagor or in any member, or other direct
         holder of any interest therein, through each tier of ownership with the
         intention that the foregoing restrictions shall not be avoided by the
         use of multiple tiers of ownership of direct interests in Mortgagor,
         (nor shall any existing member withdraw from Mortgagor);

                  (iii) there shall be permitted no change in the organizational
         documents of, nor any withdrawal, resignation, removal or other change
         of status on the part of any member, officer, director, manager or
         other Person from or with respect to his, her or its position of
         authority or control in, any of Mortgagor or any member or other legal
         or equitable owner of Mortgagor, or any member or other direct holder
         of any interest therein (through each tier of ownership with the
         intention that these restrictions shall not be avoided by the use of
         multiple tiers of ownership of direct interests in Mortgagor), if any
         such occurrence shall result in a change in control of the Mortgaged
         Property, Mortgagor or Mortgagor's affairs.

         As used in this Section 12, "transfer" shall include, without
limitation, (A) an installment sales agreement wherein Mortgagor agrees to sell
the Mortgaged Property or any part thereof for a price to be paid in
installments; and (B) an agreement by Mortgagor leasing all or a substantial
part of the Mortgaged Property for other than actual occupancy by a space tenant
thereunder or a sale, assignment or other transfer of, or the grant of a
security interest in, Mortgagor's right, title and interest in and to any Leases
or any Rents.

                  (b) Notwithstanding the foregoing, the following shall not
         constitute a violation of the provisions of subsection 12(a) above: (i)
         the leasing of the Mortgaged Property so long as Mortgagor complies
         with the provisions of the Loan Documents relating to such leasing
         activity; (ii) transfers of limited partnership interests in any owner
         of a direct ownership interest in Mortgagor, so long as such transfers
         do not result in a change of control of Mortgagor or the Mortgaged
         Property or otherwise violate the provisions of subsections 12(a)(iii)
         and (iv) and, after taking into account all such transfers described
         under this clause (ii), no such transfer or series of transfers shall
         result in (A) a transfer in the aggregate of more than forty-nine
         percent (49%) of the interests in Mortgagor as of the date hereof, or
         (B) the proposed transferee, together with his, her or its Affiliates
         and immediate family members or Affiliates thereof, owning in the
         aggregate, directly or indirectly (whether by means of beneficial
         ownership or ownership of interests in entities which in turn directly
         or indirectly, through multiple ownership tiers or otherwise, own
         interests in Mortgagor or otherwise), more than forty-nine percent
         (49%) of the ownership or beneficial interest in Mortgagor; (iii) a
         sale or other disposition of obsolete or worn-out personal property
         which is contemporaneously replaced by comparable personal property of
         equal or greater value which is free and clear of liens, encumbrances
         and security interests other than those created by the Loan Documents;
         (iv) the grant of an easement, if prior to the granting of the easement
         Mortgagor causes to be submitted to Mortgagee all information required
         by Mortgagee to evaluate the easement, and if Mortgagee determines that
         the easement will not materially affect the operation of the Mortgaged
         Property or Mortgagee's interest in the Mortgaged Property and
         Mortgagor pays to Mortgagee, on demand, all cost and expense incurred
         by Mortgagee in connection with reviewing Mortgagor's request; (v) any
         act contemplated by this Mortgage; (vi) any Permitted Encumbrances;
         (vii) Liens, if any, for Taxes or Other Charges not then due and
         payable or contested in accordance with Section 29 hereof; and (viii)
         any workers', mechanics, or other similar Liens on the Mortgaged
         Property provided that any such lien is discharged within thirty (30)
         days after Mortgagor first received notice of such Lien or contested in
         accordance with Section 29 hereof.

                  (c) The occurrence of any of the foregoing transfers or other
         occurrences described in the foregoing subsection 12(a) shall, unless
         permitted under subsection 12(b) above or otherwise approved in writing
         by Mortgagee, constitute an Event of Default (as defined below)
         hereunder, regardless of whether any such transfer or occurrence was
         caused or instituted by Mortgagor or any other Person, whereupon
         Mortgagee at its option, without being required to demonstrate any
         actual impairment of its security or any increased risk of default
         hereunder, declare the Debt immediately due and payable. This provision
         shall apply to every sale, conveyance, alienation, mortgage,
         encumbrance, pledge or transfer of the Mortgaged Property or other
         occurrence described in subsection 12(a) above (unless permitted under
         subsection 12(b) above or otherwise approved in writing by Mortgagee),
         regardless of whether voluntary or not, or whether or not Mortgagee has
         consented to any previous sale, conveyance, alienation, mortgage,
         encumbrance, pledge or transfer of the Mortgaged Property or other
         occurrence described in subsection 12(a) above.

                  (d) Mortgagor agrees to bear and shall pay or reimburse
         Mortgagee on demand for all reasonable expenses (including, without
         limitation, reasonable attorneys' fees and disbursements, title search
         costs and title insurance endorsement premiums) incurred by Mortgagee
         in connection with the review, approval and documentation of any sale,
         conveyance, alienation, mortgage, encumbrance, pledge, transfer or
         other transaction or event described in subsection 12(a) above. In
         addition, prior to the effectiveness of any direct or indirect transfer
         of the Mortgaged Property (including any transfer of the direct or
         indirect ownership interests in Mortgagor, other than as permitted
         under subsection 12(b) above), Mortgagee shall receive an assumption
         fee equal to one percent (1%) of the then unpaid principal balance of
         the Note, together with any review fee required by Mortgagee.

                  (e) Mortgagee's consent to one sale, conveyance, alienation,
         mortgage, encumbrance, pledge or transfer of the Mortgaged Property or
         any part thereof or any other transaction or event described in
         subsection 12(a) above shall not be deemed to be a waiver of
         Mortgagee's right to require such consent to any future occurrence of
         same. Any attempted or purported sale, conveyance, alienation,
         mortgage, encumbrance, pledge or transfer of the Mortgaged Property or
         of any direct interest in Mortgagor, and any other transfer described
         in subsection 12(a) above, if made in contravention of this Section 12,
         shall be null and void and of no force and effect.

                  (f) Notwithstanding the foregoing provisions of subsection
         12(a) above, Mortgagee's consent to the one-time sale or transfer of
         the Mortgaged Property will not be unreasonably withheld or delayed
         after consideration of all relevant factors, provided that:

                  (i) no Event of Default or event which with the giving of
         notice or the passage of time would constitute an Event of Default
         shall have occurred and remain uncured;

                  (ii) the proposed transferee ("Transferee") shall be a
         reputable entity or person of good character, creditworthy, with
         sufficient financial worth considering the obligations assumed and
         undertaken, as evidenced by financial statements and other information
         reasonably requested by Mortgagee;

                  (iii) the Transferee and its property manager shall have
         sufficient experience in the ownership and management of properties
         similar to the Mortgaged Property, and Mortgagee shall be provided with
         reasonable evidence thereof (and Mortgagee reserves the right to
         approve the Transferee without approving the substitution of the
         property manager);

                  (iv) unless otherwise waived by Mortgagee based on applicable
         guidelines of the Rating Agencies (as hereinafter defined), Mortgagee
         shall have recommendations in writing from the Rating Agencies to the
         effect that such transfer will not result in a re-qualification,
         reduction or withdrawal of any rating initially assigned or to be
         assigned in a Secondary Market Transaction. The term "Rating Agencies"
         as used herein shall mean each of Standard & Poor's Ratings Services, a
         division of McGraw-Hill Companies, Inc., Moody's Investors Service,
         Inc., and Fitch, Inc., or any other nationally-recognized statistical
         rating agency which is or may be designated by Mortgagee;

                  (v) the Transferee shall have executed and delivered to
         Mortgagee an assumption agreement in form and substance acceptable to
         Mortgagee, evidencing such Transferee's agreement to abide and be bound
         by the terms of the Note, this Mortgage and the other Loan Documents
         together with such legal opinions and title insurance endorsements as
         may be reasonably requested by Mortgagee;

                  (vi) Mortgagor shall have paid and Mortgagee shall have
         received the payments, fees, and reimbursements required under
         subsection 12(d) hereof; and

                  (vii) each real property encumbered by a Crossed Mortgage is
         sold or transferred to (and the Loan is assumed by) the Transferee
         simultaneously with the transfer of the Mortgaged Property to the
         Transferee, in accordance with the terms of each Crossed Mortgage, and
         all the conditions to such transfers set forth in each Crossed Mortgage
         are satisfied.

                  (g) Upon any sale or transfer and assumption approved by
         Mortgagee with replacement non-recourse carve-out guarantors approved
         by Mortgagee and Mortgagee's determination that no actual pending or
         threatened actions or claims then exist against Mortgagor, the original
         non-recourse carve-out guarantor or the Property, then, except for
         obligations pertaining to occurrences prior to Mortgagor's sale or
         transfer of its interest in the Property, which obligations shall be
         reaffirmed by Mortgagor, Mortgagor shall be released from liability
         under the Note and the Loan Documents, including that certain
         Non-Recourse Carve-Out Guaranty dated as of the date hereof, given by
         non-recourse carve-out guarantor in favor of Mortgagee.

         13. Estoppel Certificates and No Default Affidavits. (a) After request
by Mortgagee, Mortgagor shall within ten (10) days furnish Mortgagee with a
statement, duly acknowledged and certified, setting forth (i) the amount of the
original principal amount of the Note, (ii) the unpaid principal amount of the
Note, (iii) the rate of interest of the Note, (iv) the date installments of
interest and/or principal were last paid, (v) any offsets or defenses to the
payment of the Debt, if any, and (vi) that the Note, this Mortgage and the other
Loan Documents are valid, legal and binding obligations and have not been
modified or if modified, giving particulars of such modification.

                  (b) After request by Mortgagee, Mortgagor shall within ten
(10) days furnish Mortgagee with a certificate reaffirming all representations
and warranties of Mortgagor set forth herein and in the other Loan Documents as
of the date requested by Mortgagee or, to the extent of any changes to any such
representations and warranties, so stating such changes.

                  (c) If the Mortgaged Property includes commercial property,
Mortgagor shall deliver to Mortgagee upon request, tenant estoppel certificates
from each commercial tenant at the Mortgaged Property in form and substance
reasonably satisfactory to Mortgagee provided that Mortgagor shall not be
required to deliver such certificates more frequently than one (1) time in any
calendar year.

         14. Taxes on Security; Documentary Stamps; Intangibles Tax. (a)
Mortgagor shall pay all taxes, charges, filing, registration and recording fees,
excises and levies payable with respect to the Note or the liens created or
secured by the Loan Documents, other than income, franchise and doing business
taxes imposed on Mortgagee. If there shall be enacted any law (i) deducting the
Loan from the value of the Mortgaged Property for the purpose of taxation, (ii)
affecting any lien on the Mortgaged Property, or (iii) changing existing laws of
taxation of mortgages, deeds of trust, security deeds, or debts secured by real
property, or changing the manner of collecting any such taxes, Mortgagor shall
promptly pay to Mortgagee, on demand, all taxes, costs and charges for which
Mortgagee is or may be liable as a result thereof; however, if such payment
would be prohibited by law or would render the Loan usurious, then instead of
collecting such payment, Mortgagee may declare all amounts owing under the Loan
Documents to be immediately due and payable. No prepayment consideration shall
be imposed on any such payment.

                  (b) If at any time the United States of America, any State
thereof or any subdivision of any such State shall require revenue or other
stamps to be affixed to the Note or this Mortgage, or impose any other tax or
charge on the same, Mortgagor will pay for the same, with interest and penalties
thereon, if any. Mortgagor hereby agrees that, in the event that it is
determined that additional documentary stamp tax or intangible tax is due hereon
or any mortgage or promissory note executed in connection herewith (including,
without limitation, the Note), Mortgagor shall indemnify and hold harmless
Mortgagee for all such documentary stamp tax and/or intangible tax, including
all penalties and interest assessed or charged in connection therewith.
Mortgagor shall pay same within ten (10) days after demand of payment from
Mortgagee and the payment of such sums shall be secured by this Mortgage and
such sums shall bear interest at the Default Rate (as defined in the Note) until
paid in full.

                  (c) Mortgagor shall hold harmless and indemnify Mortgagee, its
successors and assigns, against any liability incurred by reason of the
imposition of any tax on the making and recording of this Mortgage.

         15. No Credits on Account of the Debt. Mortgagor will not claim or
demand or be entitled to any credit or credits on account of the Debt for any
part of the Taxes or Other Charges assessed against the Mortgaged Property, or
any part thereof.

         16. Controlling Agreement. It is expressly stipulated and agreed to be
the intent of Mortgagor, Trustee and Mortgagee at all times to comply with
applicable state law or applicable United States federal law (to the extent that
it permits Mortgagee to contract for, charge, take, reserve, or receive a
greater amount of interest than under state law) and that this section shall
control every other covenant and agreement in this Mortgage and the other Loan
Documents. If the applicable law (state or federal) is ever judicially
interpreted so as to render usurious any amount called for under the Note or
under any of the other Loan Documents, or contracted for, charged, taken,
reserved, or received with respect to the Debt, or if Mortgagee's exercise of
the option to accelerate the maturity of the Note, or if any prepayment by
Mortgagor results in Mortgagor having paid any interest in excess of that
permitted by applicable law, then it is Mortgagor's, Trustee's and Mortgagee's
express intent that all excess amounts theretofore collected by Mortgagee shall
be credited on the principal balance of the Note and all other Debt (or, if the
Note and all other Debt have been or would thereby be paid in full, refunded to
Mortgagor), and the provisions of the Note and the other Loan Documents
immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new
documents, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid or agreed to be paid to Mortgagee for the use, forbearance, or
detention of the Debt shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term of
the Debt until payment in full so that the rate or amount of interest on account
of the Debt does not exceed the maximum rate permitted under applicable law from
time to time in effect and applicable to the Debt for so long as the Debt is
outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Trustee and/or Mortgagee
to accelerate the maturity of any interest that has not accrued at the time of
such acceleration or to collect unearned interest at the time of such
acceleration.

         17. Financial Statements. (a) The financial statements heretofore
furnished to Mortgagee are, as of the dates specified therein, complete and
correct in all material respects, and fairly present the financial condition of
Mortgagor and/or any Affiliates that are the subject of such financial
statements, and are prepared in accordance with generally accepted accounting
principles in the United States of America consistently applied (or such other
accounting basis reasonably acceptable to Mortgagee). Mortgagor does not have
any contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable commitments
that are known to Mortgagor and reasonably likely to have a materially adverse
effect on the Mortgaged Property or the operation thereof for its current use,
except as referred to or reflected in said financial statements. Since the date
of such financial statements, there has been no materially adverse change in the
financial condition, operation or business of Mortgagor or, to the best of
Mortgagor's knowledge, any Affiliates or any other persons or entities that are
the subject of such financial statements from that set forth in said financial
statements.

                  (b) Mortgagor will maintain full and accurate books of
accounts and other records reflecting the results of the operations of the
Mortgaged Property and will furnish to Mortgagee the following items, each
certified by Mortgagor as being true and correct and presented in such format as
Mortgagee or its designee may request, as follows:

                  (i) Until the earlier to occur of (A) eighteen (18) months
         following the date hereof, or (B) a Secondary Market Transaction,
         Mortgagor shall furnish monthly each of the items listed in subsections
         17(b)(ii)(A), (B) and (C) below, but dated as of the last day of each
         such month (collectively, the "Pre-Securitization Financials") within
         thirty (30) days after the end of such month.

                  (ii) On or before forty-five (45) days after the end of each
         calendar quarter: (A) a written statement (rent roll) dated as of the
         last day of each such calendar quarter identifying each of the Leases
         by the term, renewal options (including rental base), space occupied,
         rental and other charges required to be paid, security deposit paid,
         real estate taxes paid by tenants, common area charges paid by tenants,
         tenant pass-throughs, any rental concessions or special provisions or
         inducements, tenant sales (if the tenant is required to report sales to
         Mortgagor), rent delinquencies, rent escalations, amounts taken in
         settlement of outstanding arrears, collections of rent for more than
         one (1) month in advance, continuous operation obligations,
         cancellation or "go dark" provisions, "non-competition" provisions
         (restricting Mortgagor or any tenant), any defaults thereunder and any
         other information reasonably required by Mortgagee; (B) monthly and
         year to date operating statements prepared for each calendar month
         during each such calendar quarter, each of which shall include an
         itemization of actual (not pro forma) capital expenditures during the
         applicable period; (C) a property balance sheet for such month; and (D)
         a comparison of the budgeted income and expenses with the actual income
         and expenses for such month and year to date, together with a detailed
         explanation of any variances between budgeted and actual amounts that
         are in excess of the greater of: (1) $2,500, or (2) five percent (5%)
         or more for each line item therein.

                  (iii) Within ninety (90) days following the end of each
         calendar year: (A) a written statement (rent roll) dated as of the last
         day of each such calendar year identifying each of the Leases by the
         term, space occupied, rental required to be paid, security deposit
         paid, any rental concessions, and identifying any defaults or payment
         delinquencies thereunder; (B) annual operating statements prepared for
         such calendar year, which shall include an itemization of actual (not
         pro forma) capital expenditures during the applicable period, total
         revenues received, total expenses incurred, total debt service and
         total cash flow; and (C) an annual balance sheet and profit and loss
         statement of Mortgagor, each member of Mortgagor, and any Affiliates,
         prepared and certified by the respective Mortgagor, member of Mortgagor
         or, as to Affiliates' financial statements, such Affiliates.

                  (iv) On or before December 1 of the year preceding the year to
         which such budget pertains, Mortgagor shall furnish an annual budget of
         the operation of the Mortgaged Property.

                  (c) In the event that Mortgagor fails to provide to Mortgagee
         or its designee any of the financial statements, certificates, reports
         or information (the "Required Records") required by this Section 17
         within thirty (30) days after the date upon which such Required Record
         is due, Mortgagor shall pay to Mortgagee, at Mortgagee's option and in
         its sole discretion, an amount equal to $5,000 if the Required Records
         are not so delivered; provided that, Mortgagee has given at least ten
         (10) days prior written notice to Mortgagor of such failure by
         Mortgagor to timely submit the applicable Required Records.
         Notwithstanding the foregoing, in the event that Mortgagor fails to
         provide Mortgagee with Pre-Securitization Financials on or before the
         date they are due, Mortgagor shall pay to Mortgagee, at Mortgagee's
         option and in its sole discretion, an amount equal to $5,000 if the
         Pre-Securitization Financials are not so delivered; provided that,
         Mortgagee has given at least ten (10) days prior written notice to
         Mortgagor of such failure by Mortgagor to timely submit the applicable
         Pre-Securitization Financials.

         18. Performance of Other Agreements. Mortgagor shall duly and
punctually observe and perform each and every term, provision, condition, and
covenant to be observed or performed by Mortgagor pursuant to the terms of any
agreement or recorded instrument (including all instruments comprising the
Permitted Encumbrances) affecting or pertaining to the Mortgaged Property, and
will not suffer or permit any default or event of default (giving effect to any
applicable notice requirements and cure periods) to exist under any of the
foregoing.

         19. Further Acts, Etc. (a) Mortgagor will, at the cost of Mortgagor,
and without expense to Mortgagee, do, execute, acknowledge and deliver all and
every such further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, Uniform Commercial Code financing statements or continuation
statements, transfers and assurances as Mortgagee shall, from time to time,
require, for the better assuring, conveying, assigning, transferring, and
confirming unto Mortgagee the property and rights hereby mortgaged, given,
granted, bargained, sold, alienated, infeft, conveyed, confirmed, pledged,
assigned and hypothecated or intended now or hereafter so to be, or which
Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee,
or for carrying out the intention or facilitating the performance of the terms
of this Mortgage or for filing, registering or recording this Mortgage or for
facilitating the sale of the Loan and the Loan Documents as described in
subsection 19(b) below. Mortgagor, on demand, will execute and deliver and
hereby authorizes Mortgagee to execute in the name of Mortgagor or without the
signature of Mortgagor to the extent Mortgagee may lawfully do so, one or more
financing statements, chattel mortgages or other instruments, to evidence more
effectively the security interest of Mortgagee in the Mortgaged Property. Upon
foreclosure, the appointment of a receiver or any other relevant action,
Mortgagor will, at the cost of Mortgagor and without expense to Mortgagee,
cooperate fully and completely to effect the assignment or transfer of any
license, permit, agreement or any other right necessary or useful to the
operation of the Mortgaged Property. Upon the occurrence of an Event of Default,
Mortgagor grants to Mortgagee an irrevocable power of attorney coupled with an
interest for the purpose of exercising and perfecting any and all rights and
remedies available to Mortgagee at law and in equity, including, without
limitation, such rights and remedies available to Mortgagee pursuant to this
section.

                  (b) Mortgagor acknowledges that Mortgagee and its successors
and assigns may, at no cost to Mortgagor (i) sell this Mortgage, the Note and
other Loan Documents to one or more investors as a whole loan, (ii) participate
the Loan secured by this Mortgage to one or more investors, (iii) deposit this
Mortgage, the Note and other Loan Documents with a trust, which trust may sell
certificates to investors evidencing an ownership interest in the trust assets,
or (iv) otherwise sell the Loan or interest therein to investors (the
transactions referred to in clauses (i) through (iv) are hereinafter each
referred to as a "Secondary Market Transaction"). Mortgagor shall cooperate with
Mortgagee in effecting any such Secondary Market Transaction and shall cooperate
to implement all reasonable requirements imposed by any Rating Agency involved
in any Secondary Market Transaction, including but not limited to, (A) providing
Mortgagee an estoppel certificate and such information, legal opinions and
documents relating to Mortgagor, Affiliates, if any, the Mortgaged Property and
any tenants of the Mortgaged Property as Mortgagee or the Rating Agencies may
reasonably request in connection with such Secondary Market Transaction, (B)
amending the Loan Documents and organizational documents of Mortgagor, and
updating and/or restating officer's certificates, title insurance and other
closing items, as may be required by the Rating Agencies, (C) participating in
bank, investors and Rating Agencies' meetings if requested by Mortgagee, (D)
upon Mortgagee's request amending the Loan Documents (and updating and/or
restating officer's certificates, title insurance and other closing items in
connection therewith) to divide the Loan into two or more separate or component
notes, which notes may be included in separate transactions (and thus may have
separate REMIC "start up dates") and have different interest rates and
amortization schedules (but with aggregated financial terms which are equivalent
to that of the Loan prior to such separation), and (E) reviewing the offering
documents relating to any Secondary Market Transaction to ensure that all
information concerning Mortgagor, the Mortgaged Property, and the Loan is
correct, and certifying to the accuracy thereof, provided, however, that
Mortgagor shall not be required to cooperate with respect to any requirement
that adversely conflicts with any material terms or covenants of the Loan
Documents or increases Mortgagor's liability or obligations under the Loan
Documents. Mortgagee shall be permitted to share all such information with the
investment banking firms, Rating Agencies, accounting firms, law firms and other
third-party advisory firms and investors involved with the Loan and the Loan
Documents or the applicable Secondary Market Transaction. Mortgagee and all of
the aforesaid third-party advisors and professional firms shall be entitled to
rely on the information supplied by, or on behalf of, Mortgagor and Mortgagor
indemnifies Mortgagee, its successors, assigns and their respective
shareholders, employees, directors, officers, and agents (each an "Indemnified
Party" and, collectively, the "Indemnified Parties") as to any losses, claims,
damages or liabilities that arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in such information
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated in such information or necessary
in order to make the statements in such information, or in light of the
circumstances under which they were made, not misleading. Mortgagee may
publicize the existence of the Loan in connection with its marketing for a
Secondary Market Transaction or otherwise as part of its business development;
provided, however that any such publicity shall not occur until after the fifth
(5th) day after this Mortgage is signed by the parties hereto and becomes
effective.

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

         21. Reporting Requirements. Mortgagor agrees to give prompt notice to
Mortgagee of the insolvency or bankruptcy filing of Mortgagor or the insolvency
or bankruptcy filing of any Affiliate.

         22. Events of Default. The term "Event of Default" as used herein shall
mean the occurrence or happening, at any time and from time to time, of any one
or more of the following:

                  (a) if any portion of the Debt is not paid when the same is
due;

                  (b) if the Policies are not kept in full force and effect, or
if the Policies are not delivered to Mortgagee upon request;

                  (c) if Mortgagor fails to timely provide any financial or
accounting report;

                  (d) if Mortgagor suffers or permits the transfer or
encumbrance of any portion of the Mortgaged Property in violation of Section 12
of this Mortgage, or any other violation of subsection 12(a), or any violation
of Section 9 of this Mortgage;

                  (e) if any representation or warranty of Mortgagor, or of any
Affiliate, made herein or in any other Loan Document or in any certificate,
report, financial statement or other instrument or document furnished to
Mortgagee shall have been false or misleading in any material respect when made;

                  (f) if Mortgagor or any Affiliate shall make an assignment for
the benefit of creditors or if Mortgagor shall generally not be paying its debts
as they become due;

                  (g) if a receiver, liquidator or trustee of Mortgagor or of
any Affiliate shall be appointed or if Mortgagor or any Affiliate shall be
adjudicated a bankrupt or insolvent, or if any petition for bankruptcy,
reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, shall be filed by or against, consented to, or acquiesced
in by, Mortgagor or any Affiliate or if any proceeding for the dissolution or
liquidation of Mortgagor or of any Affiliate shall be instituted; however, if
such appointment, adjudication, petition or proceeding was involuntary and not
consented to by Mortgagor or such Affiliate, upon the same not being discharged,
stayed or dismissed within sixty (60) days;

                  (h) if Mortgagor shall be in default under any other mortgage
or security agreement covering any part of the Mortgaged Property and otherwise
permitted hereunder;

                  (i) subject to Mortgagor's right to contest as provided
herein, if the Mortgaged Property becomes subject to any mechanic's,
materialman's, mortgage or other Lien except a Lien for Taxes or Other Charges
not then due and payable;

                  (j) if Mortgagor fails to cure properly any violations of laws
or ordinances materially affecting or which may be interpreted to materially
affect the Mortgaged Property;

                  (k) except as permitted in this Mortgage, the alteration,
improvement, demolition or removal of any of the Improvements without the prior
consent of Mortgagee;

                  (l) damage to the Mortgaged Property in any manner which is
not covered by insurance solely as a result of Mortgagor's failure to maintain
insurance required in accordance with this Mortgage;

                  (m) if a default or breach of any covenant, term or provision
of this Mortgage, the Note or the other Loan Documents shall occur which is not
otherwise enumerated herein, in the Note or in the other Loan Documents as an
Event of Default;

                  (n) if without Mortgagee's prior consent, which consent shall
not be unreasonably withheld, conditioned or delayed (i) the property manager of
the Mortgaged Property is removed by Mortgagor, (ii) the property manager for
the Mortgaged Property approved by Mortgagee resigns and is not replaced within
ninety (90) days by Mortgagor with a manager satisfactory to Mortgagee, (iii)
there is any material change in any management agreement of the Mortgaged
Property, or (iv) the property manager engaged by Mortgagor fails to execute the
Acknowledgment of Property Manager;

                  (o) entry of a judgment in excess of $100,000, unless insured
against and/or paid within sixty (60) days of the expiration of any appeal
rights or the dismissal or final adjudication of appeals against Mortgagor which
judgment is not vacated within sixty (60) days following the date of the same;

                  (p) the Mortgage shall cease to constitute a first-priority
lien on the Mortgaged Property (other than in accordance with its terms);

                  (q) seizure or forfeiture of the Mortgaged Property, or any
portion thereof, or Mortgagor's interest therein, resulting from criminal
wrongdoing or other unlawful action of Mortgagor, its Affiliates, or any tenant
in the Mortgaged Property under any federal, state or local law;

                  (r) if, without Mortgagee's prior written consent, Mortgagor
ceases to continuously operate the Mortgaged Property or any material portion
thereof as the same use that is currently permitted under applicable zoning or
other local laws for any reason whatsoever (other than temporary cessation in
connection with any repair or renovation thereof undertaken with the consent of
Mortgagee);

                  (s) Mortgagor shall fail to deliver any item described in an
undelivered items letter or other post-closing letter on or before the date set
forth in such letter for the delivery of such item; or

                  (t) there shall occur an "Event of Default" (as such term is
defined under the applicable Crossed Mortgage) under any Crossed Mortgage.

         23. Notice and Cure. Notwithstanding the foregoing, Mortgagee agrees to
give to Mortgagor written notice as described below of (a) Mortgagor's failure
to pay any part of the Debt when due, other than a regularly scheduled monthly
payment of principal, interest revenues, escrows or other amounts, required
under the Note, this Mortgage, or any other Loan Document (a "Noticed Monetary
Default"), (b) a default referred to in subsection 22(p) above (a "First Lien
Default"), and (c) a default referred to in subsections 22(c),(h),(j),(k),
(l),(m),(q), (r) or (s) above which is not a Noticed Monetary Default (a
"Noticed Nonmonetary Default"). Without limiting Mortgagee's rights to impose a
late charge for Mortgagor's nonpayment as provided in the Note, Mortgagor shall
have a period of ten (10) days from its receipt of notice in which to cure a
Noticed Monetary Default, shall have a period of twenty (20) days from its
receipt of notice to cure a First Lien Default and shall have a period of thirty
(30) days from its receipt of notice in which to cure a Noticed Nonmonetary
Default, provided, however, that if such Noticed Nonmonetary Default is
reasonably susceptible of cure, but not within such thirty (30) day period, then
Mortgagor may be permitted up to an additional sixty (60) days to cure such
default provided that Mortgagor diligently and continuously pursues such cure.
Notwithstanding the foregoing, Mortgagee may, but shall not be required, to give
notice of a Noticed Monetary Default or a recurrence of the same Noticed
Nonmonetary Default more frequently than two times in any twelve-month period. A
Noticed Monetary Default and/or First Lien Default and/or Noticed Nonmonetary
Default shall nevertheless be an Event of Default for all purposes under the
Loan Documents (including, without limitation, Mortgagee's right to collect
Default Interest and any other administrative charge set forth in the Note)
except that the acceleration of the Debt or other exercise of remedies shall not
be prior to the expiration of the applicable cure and/or grace periods provided
in Section 22 or in this section.

         24. Remedies. Upon the occurrence of an Event of Default and subject to
any applicable cure period, Mortgagee may, at Mortgagee's option, and by or
through Trustee, by Mortgagee itself, or otherwise, do any one or more of the
following:

                  (a) Right to Perform Mortgagor's Covenants. If Mortgagor has
failed to keep or perform any covenant whatsoever contained in this Mortgage or
the other Loan Documents, Mortgagee may, but shall not be obligated to any
person to do so, perform or attempt to perform said covenant; and any payment
made or expense incurred in the performance or attempted performance of any such
covenant, together with any sum expended by Mortgagee that is chargeable to
Mortgagor or subject to reimbursement by Mortgagor under the Loan Documents,
shall be and become a part of the Debt, and Mortgagor promises, upon demand, to
pay to Mortgagee, at the place where the Note is payable, all sums so incurred,
paid or expended by Mortgagee, with interest from the date when paid, incurred
or expended by Mortgagee at the Default Rate (as defined and otherwise specified
in the Note).

                  (b) Right of Entry. Mortgagee may, prior or subsequent to the
         institution of any foreclosure proceedings, enter upon the Mortgaged
         Property, or any part thereof, and take exclusive possession of the
         Mortgaged Property and of all books, records, and accounts relating
         thereto and to exercise without interference from Mortgagor any and all
         rights which Mortgagor has with respect to the management, possession,
         operation, protection, or preservation of the Mortgaged Property,
         including without limitation the right to rent the same for the account
         of Mortgagor and to deduct from such Rents all costs, expenses, and
         liabilities of every character incurred by Mortgagee in collecting such
         Rents and in managing, operating, maintaining, protecting, or
         preserving the Mortgaged Property and to apply the remainder of such
         Rents on the Debt in such manner as Mortgagee may elect. All such
         costs, expenses, and liabilities incurred by Mortgagee in collecting
         such Rents and in managing, operating, maintaining, protecting, or
         preserving the Mortgaged Property, if not paid out of Rents as
         hereinabove provided, shall constitute a demand obligation owing by
         Mortgagor and shall bear interest from the date of expenditure until
         paid at the Default Rate as specified in the Note, all of which shall
         constitute a portion of the Debt. If necessary to obtain the possession
         provided for above, Mortgagee may invoke any and all legal remedies to
         dispossess Mortgagor, including specifically one or more actions for
         forcible entry and detainer, trespass to try title, and restitution. In
         connection with any action taken by Mortgagee pursuant to this
         subsection, Mortgagee shall not be liable for any loss sustained by
         Mortgagor resulting from any failure to let the Mortgaged Property, or
         any part thereof, or from any other act or omission of Mortgagee in
         managing the Mortgaged Property unless such loss is caused by the gross
         negligence or willful misconduct of Mortgagee, nor shall Mortgagee be
         obligated to perform or discharge any obligation, duty, or liability
         under any Lease or under or by reason hereof or the exercise of rights
         or remedies hereunder. Mortgagor shall and does hereby agree to
         indemnify the Indemnified Parties for, and to hold the Indemnified
         Parties harmless from, any and all liability, loss, or damage, which
         may or might be incurred by any Indemnified Party under any such Lease
         or under or by reason hereof or the exercise of rights or remedies
         hereunder, and from any and all claims and demands whatsoever which may
         be asserted against any Indemnified Party by reason of any alleged
         obligations or undertakings on its part to perform or discharge any of
         the terms, covenants, or agreements contained in any such Lease,
         INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, LOSS, DAMAGE, OR CLAIM
         CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED
         PARTY. Should any Indemnified Party incur any such liability, the
         amount thereof, including without limitation costs, expenses, and
         reasonable attorneys' fees, together with interest thereon from the
         date of expenditure until paid at the Default Rate as specified in the
         Note, shall be secured hereby, and Mortgagor shall reimburse such
         Indemnified Party therefor immediately upon demand. Nothing in this
         subsection shall impose any duty, obligation, or responsibility upon
         any Indemnified Party for the control, care, management, leasing, or
         repair of the Mortgaged Property, nor for the carrying out of any of
         the terms and conditions of any such Lease; nor shall it operate to
         make any Indemnified Party responsible or liable for any waste
         committed on the Mortgaged Property by the tenants or by any other
         parties, or for any hazardous substances or environmental conditions on
         or under the Mortgaged Property, or for any dangerous or defective
         condition of the Mortgaged Property or for any negligence in the
         management, leasing, upkeep, repair, or control of the Mortgaged
         Property resulting in loss or injury or death to any tenant, licensee,
         employee, or stranger. Mortgagor hereby assents to, ratifies, and
         confirms any and all actions of Mortgagee with respect to the Mortgaged
         Property taken under this subsection.

                  (c) Right to Accelerate. Mortgagee may, without notice except
         as provided in Section 23 above, demand, presentment, notice of
         nonpayment or nonperformance, protest, notice of protest, notice of
         intent to accelerate, notice of acceleration, or any other notice or
         any other action, all of which are hereby waived by Mortgagor and all
         other parties obligated in any manner whatsoever on the Debt, declare
         the entire unpaid balance of the Debt immediately due and payable, and
         upon such declaration, the entire unpaid balance of the Debt shall be
         immediately due and payable.

                  (d) Foreclosure-Power of Sale. Mortgagee may institute a
         proceeding or proceedings, judicial or non-judicial, by advertisement
         or otherwise, for the complete or partial foreclosure of this Mortgage
         or the complete or partial sale of the Mortgaged Property under the
         power of sale contained herein or under any applicable provision of
         law. Mortgagee may sell the Mortgaged Property, and all estate, right,
         title, interest, claim and demand of Mortgagor therein, and all rights
         of redemption thereof, at one or more sales, as an entirety or in
         parcels, with such elements of real and/or personal property, and at
         such time and place and upon such terms as it may deem expedient, or as
         may be required by applicable law, and in the event of a sale, by
         foreclosure or otherwise, of less than all of the Mortgaged Property,
         this Mortgage shall continue as a lien and security interest on the
         remaining portion of the Mortgaged Property.

                  (e) Rights Pertaining to Sales. Subject to the requirements of
         applicable law and except as otherwise provided herein, the following
         provisions shall apply to any sale or sales of all or any portion of
         the Mortgaged Property under or by virtue of subsection 24(d) above,
         whether made under the power of sale herein granted or by virtue of
         judicial proceedings or of a judgment or decree of foreclosure and
         sale:

                  (i) Trustee or Mortgagee may conduct any number of sales from
         time to time. The power of sale set forth above shall not be exhausted
         by any one or more such sales as to any part of the Mortgaged Property
         which shall not have been sold, nor by any sale which is not completed
         or is defective in Mortgagee's opinion, until the Debt shall have been
         paid in full.

                  (ii) Any sale may be postponed or adjourned by public
         announcement at the time and place appointed for such sale or for such
         postponed or adjourned sale without further notice.

                  (iii) After each sale, Mortgagee, Trustee or an officer of any
         court empowered to do so shall execute and deliver to the purchaser or
         purchasers at such sale a good and sufficient instrument or instruments
         granting, conveying, assigning and transferring all right, title and
         interest of Mortgagor in and to the property and rights sold and shall
         receive the proceeds of said sale or sales and apply the same as
         specified in the Note. Each of Trustee and Mortgagee is hereby
         appointed the true and lawful attorney-in-fact of Mortgagor, which
         appointment is irrevocable and shall be deemed to be coupled with an
         interest, in Mortgagor's name and stead, to make all necessary
         conveyances, assignments, transfers and deliveries of the property and
         rights so sold, Mortgagor hereby ratifying and confirming all that said
         attorney or such substitute or substitutes shall lawfully do by virtue
         thereof. Nevertheless, Mortgagor, if requested by Trustee or Mortgagee,
         shall ratify and confirm any such sale or sales by executing and
         delivering to Trustee, Mortgagee or such purchaser or purchasers all
         such instruments as may be advisable, in Trustee's or Mortgagee's
         judgment, for the purposes as may be designated in such request.

                  (iv) Any and all statements of fact or other recitals made in
         any of the instruments referred to in subsection 24(e)(iii) above given
         by Trustee or Mortgagee shall be taken as conclusive and binding
         against all persons as to evidence of the truth of the facts so stated
         and recited.

                  (v) Any such sale or sales shall operate to divest all of the
         estate, right, title, interest, claim and demand whatsoever, whether at
         law or in equity, of Mortgagor in and to the properties and rights so
         sold, and shall be a perpetual bar both at law and in equity against
         Mortgagor and any and all persons claiming or who may claim the same,
         or any part thereof or any interest therein, by, through or under
         Mortgagor to the fullest extent permitted by applicable law.

                  (vi) Upon any such sale or sales, Mortgagee may bid for and
         acquire the Mortgaged Property and, in lieu of paying cash therefor,
         may make settlement for the purchase price by crediting against the
         Debt the amount of the bid made therefor, after deducting therefrom the
         expenses of the sale, the cost of any enforcement proceeding hereunder,
         and any other sums which Trustee or Mortgagee is authorized to deduct
         under the terms hereof, to the extent necessary to satisfy such bid.

                  (vii) Upon any such sale, it shall not be necessary for
         Trustee, Mortgagee or any public officer acting under execution or
         order of court to have present or constructively in its possession any
         of the Mortgaged Property.

                  (f) Mortgagee's Judicial Remedies. Mortgagee, or Trustee upon
written request of Mortgagee, may proceed by suit or suits, at law or in equity,
to enforce the payment of the Debt to foreclose the liens and security interests
of this Mortgage as against all or any part of the Mortgaged Property, and to
have all or any part of the Mortgaged Property sold under the judgment or decree
of a court of competent jurisdiction. This remedy shall be cumulative of any
other non-judicial remedies available to Mortgagee under this Mortgage or the
other Loan Documents. Proceeding with a request or receiving a judgment for
legal relief shall not be or be deemed to be an election of remedies or bar any
available non-judicial remedy of Mortgagee.

                  (g) Mortgagee's Right to Appointment of Receiver. Mortgagee,
as a matter of right and without (i) regard to the sufficiency of the security
for repayment of the Debt and without notice to Mortgagor, (ii) any showing of
insolvency, fraud, or mismanagement on the part of Mortgagor, (iii) the
necessity of filing any judicial or other proceeding other than the proceeding
for appointment of a receiver, and (iv) regard to the then value of the
Mortgaged Property, shall be entitled to the appointment of a receiver or
receivers for the protection, possession, control, management and operation of
the Mortgaged Property, including (without limitation), the power to collect the
Rents, enforce this Mortgage and, in case of a sale and deficiency, during the
full statutory period of redemption (if any), whether there be a redemption or
not, as well as during any further times when Mortgagor, except for the
intervention of such receiver, would be entitled to collection of such Rents.
Mortgagor hereby irrevocably consents to the appointment of a receiver or
receivers. Any receiver appointed pursuant to the provisions of this subsection
shall have the usual powers and duties of receivers in such matters.

                  (h) Mortgagee's Uniform Commercial Code Remedies. Mortgagee
may exercise its rights of enforcement under the Uniform Commercial Code in
effect in the state in which the Mortgaged Property is located.

                  (i) Other Rights. Mortgagee (i) may surrender the Policies
maintained pursuant to this Mortgage or any part thereof, and upon receipt shall
apply the unearned premiums as a credit on the Debt, and, in connection
therewith, Mortgagor hereby appoints Mortgagee as agent and attorney-in-fact
(which is coupled with an interest and is therefore irrevocable) for Mortgagor
to collect such premiums; (ii) may apply the Tax and Insurance Escrow Fund
and/or the Replacement Reserve Fund and any other funds held by Mortgagee toward
payment of the Debt; and (iii) shall have and may exercise any and all other
rights and remedies which Mortgagee may have at law or in equity, or by virtue
of any of the Loan Documents, or otherwise.

                  (j) Discontinuance of Remedies. In case Mortgagee shall have
proceeded to invoke any right, remedy, or recourse permitted under the Loan
Documents and shall thereafter elect to discontinue or abandon same for any
reason, Mortgagee shall have the unqualified right so to do and, in such event,
Mortgagor and Mortgagee shall be restored to their former positions with respect
to the Debt, the Loan Documents, the Mortgaged Property or otherwise, and the
rights, remedies, recourses and powers of Mortgagee shall continue as if same
had never been invoked.

                  (k) Remedies Cumulative. All rights, remedies, and recourses
of Mortgagee granted in the Note, this Mortgage and the other Loan Documents,
any other pledge of collateral, or otherwise available at law or equity: (i)
shall be cumulative and concurrent; (ii) may be pursued separately,
successively, or concurrently against Mortgagor, the Mortgaged Property, or any
one or more of them, at the sole discretion of Mortgagee; (iii) may be exercised
as often as occasion therefor shall arise, it being agreed by Mortgagor that the
exercise or failure to exercise any of same shall in no event be construed as a
waiver or release thereof or of any other right, remedy, or recourse; (iv) shall
be nonexclusive; (v) shall not be conditioned upon Mortgagee exercising or
pursuing any remedy in relation to the Mortgaged Property prior to Mortgagee
bringing suit to recover the Debt; and (vi) in the event Mortgagee elects to
bring suit on the Debt and obtains a judgment against Mortgagor prior to
exercising any remedies in relation to the Mortgaged Property, all liens and
security interests, including the lien of this Mortgage, shall remain in full
force and effect and may be exercised thereafter at Mortgagee's option.

                  (l) Election of Remedies. Mortgagee may release, regardless of
consideration, any part of the Mortgaged Property without, as to the remainder,
in any way impairing, affecting, subordinating, or releasing the lien or
security interests evidenced by this Mortgage or the other Loan Documents or
affecting the obligations of Mortgagor or any other party to pay the Debt. For
payment of the Debt, Mortgagee may resort to any collateral securing the payment
of the Debt in such order and manner as Mortgagee may elect. No collateral taken
by Mortgagee shall in any manner impair or affect the lien or security interests
given pursuant to the Loan Documents, and all collateral shall be taken,
considered, and held as cumulative.

                  (m) Bankruptcy Acknowledgment. In the event the Mortgaged
Property or any portion thereof or any interest therein becomes property of any
bankruptcy estate or subject to any state or federal insolvency proceeding, then
Mortgagee shall immediately become entitled, in addition to all other relief to
which Mortgagee may be entitled under this Mortgage, to obtain (i) an order from
the Bankruptcy Court or other appropriate court granting immediate relief from
the automatic stay pursuant to ss. 362 of the Bankruptcy Code so to permit
Mortgagee to pursue its rights and remedies against Mortgagor as provided under
this Mortgage and all other rights and remedies of Mortgagee at law and in
equity under applicable state law, and (ii) an order from the Bankruptcy Court
prohibiting Mortgagor's use of all "cash collateral" as defined under ss. 363 of
the Bankruptcy Code. In connection with such Bankruptcy Court orders, Mortgagor
shall not contend or allege in any pleading or petition filed in any court
proceeding that Mortgagee does not have sufficient grounds for relief from the
automatic stay. Any bankruptcy petition or other action taken by Mortgagor to
stay, condition, or inhibit Mortgagee from exercising its remedies are hereby
admitted by Mortgagor to be in bad faith and Mortgagor further admits that
Mortgagee would have just cause for relief from the automatic stay in order to
take such actions authorized under state law.

                  (n) Application of Proceeds. The proceeds from any sale,
lease, or other disposition made pursuant to this Mortgage, or the proceeds from
the surrender of any insurance policies pursuant hereto, or any Rents collected
by Mortgagee from the Mortgaged Property, or the Tax and Insurance Escrow Fund
or the Replacement Reserve Fund or sums received pursuant to Section 7 hereof,
or proceeds from insurance which Mortgagee elects to apply to the Debt pursuant
to Section 3 hereof, shall be applied by Trustee, or by Mortgagee, as the case
may be, to the Debt in the following order and priority: (i) to the payment of
all expenses of advertising, selling, and conveying the Mortgaged Property or
part thereof, and/or prosecuting or otherwise collecting Rents, proceeds,
premiums or other sums including reasonable attorneys' fees and a reasonable fee
or commission to Trustee, not to exceed five percent of the proceeds thereof or
sums so received; (ii) to that portion, if any, of the Debt with respect to
which no person or entity has personal or entity liability for payment (the
"Exculpated Portion"), and with respect to the Exculpated Portion as follows:
first, to accrued but unpaid interest, second, to matured principal, and third,
to unmatured principal in inverse order of maturity; (iii) to the remainder of
the Debt as follows: first, to the remaining accrued but unpaid interest,
second, to the matured portion of principal of the Debt, and third, to
prepayment of the unmatured portion, if any, of principal of the Debt applied to
installments of principal in inverse order of maturity; (iv) the balance, if any
or to the extent applicable, remaining after the full and final payment of the
Debt to the holder or beneficiary of any inferior liens covering the Mortgaged
Property, if any, in order of the priority of such inferior liens (Trustee and
Mortgagee shall hereby be entitled to rely exclusively on a commitment for title
insurance issued to determine such priority); and (v) the cash balance, if any,
to Mortgagor. The application of proceeds of sale or other proceeds as otherwise
provided herein shall be deemed to be a payment of the Debt like any other
payment. The balance of the Debt remaining unpaid, if any, shall remain fully
due and owing in accordance with the terms of the Note and the other Loan
Documents.

         25. Security Agreement. This Mortgage is both a real property mortgage
or deed of trust and a "security agreement" within the meaning of the Uniform
Commercial Code. The Mortgaged Property includes both real and personal property
and all other rights and interests, whether tangible or intangible in nature, of
Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this
Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a
security interest in the Mortgaged Property to the full extent that the
Mortgaged Property may be subject to the Uniform Commercial Code (said portion
of the Mortgaged Property so subject to the Uniform Commercial Code being called
in this section the "Collateral"). Mortgagor hereby agrees with Mortgagee to
execute and deliver to Mortgagee, in form and substance satisfactory to
Mortgagee, such financing statements and such further assurances as Mortgagee
may from time to time, reasonably consider necessary to create, perfect, and
preserve Mortgagee's security interest herein granted. This Mortgage shall also
constitute a "fixture filing" for the purposes of the Uniform Commercial Code.
All or part of the Mortgaged Property are or are to become fixtures. Information
concerning the security interest herein granted may be obtained from the parties
at the addresses of the parties set forth in the first paragraph of this
Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any
other rights and remedies which it may have, shall have and may exercise
immediately and without demand, any and all rights and remedies granted to a
secured party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing, the right to take possession of the
Collateral or any part thereof , and to take such other measures as Mortgagee
may deem necessary for the care, protection and preservation of the Collateral.
Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the
Collateral and make it available to Mortgagee at a convenient place acceptable
to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses,
including legal expenses and attorneys' fees, incurred or paid by Mortgagee in
protecting the interest in the Collateral and in enforcing the rights hereunder
with respect to the Collateral. Any notice of sale, disposition or other
intended action by Mortgagee with respect to the Collateral sent to Mortgagor in
accordance with the provisions hereof at least five (5) days prior to such
action, shall constitute commercially reasonable notice to Mortgagor. The
proceeds of any disposition of the Collateral, or any part thereof, may be
applied by Mortgagee to the payment of the Debt in such priority and proportions
as Mortgagee in its discretion shall deem proper. In the event of any change in
name, identity or structure of any Mortgagor, such Mortgagor shall notify
Mortgagee thereof and promptly after request shall execute, file and record such
Uniform Commercial Code forms as are necessary to maintain the priority of
Mortgagee's lien upon and security interest in the Collateral, and shall pay all
expenses and fees in connection with the filing and recording thereof. If
Mortgagee shall require the filing or recording of additional Uniform Commercial
Code forms or continuation statements, Mortgagor shall, promptly after request,
execute, file and record such Uniform Commercial Code forms or continuation
statements as Mortgagee shall deem necessary, and shall pay all expenses and
fees in connection with the filing and recording thereof, it being understood
and agreed, however, that no such additional documents shall increase
Mortgagor's obligations under the Note, this Mortgage and the other Loan
Documents. Mortgagor hereby irrevocably appoints Mortgagee as its
attorney-in-fact, coupled with an interest, to file with the appropriate public
office on its behalf any financing or other statements signed only by Mortgagee,
as Mortgagor's attorney-in-fact, in connection with the Collateral covered by
this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend
in any action or proceeding which affects or purports to affect the Mortgaged
Property and any interest or right therein, whether such proceeding affects
title or any other rights in the Mortgaged Property (and in conjunction
therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee
is a party to such action or proceeding).

         26. Right of Entry. In addition to any other rights or remedies granted
under this Mortgage, Mortgagee and its agents shall have the right to enter and
inspect the Mortgaged Property and Mortgagor's place of business, including its
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its affairs, finances and business with its officers
and independent public accountants (with such Mortgagor's representative(s)
present) at any reasonable time during the term of the Loan and as often as may
be reasonably requested. The cost of such inspections or audits shall be borne
by Mortgagor should Mortgagee determine that an Event of Default exists,
including the cost of all follow up or additional investigations or inquiries
deemed reasonably necessary by Mortgagee. The cost of such inspections, if not
paid for by Mortgagor following demand, may be added to the principal balance of
the sums due under the Note and this Mortgage and shall bear interest thereafter
until paid at the Default Rate.

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

         28. Waiver of Setoff and Counterclaim, Marshalling, Statute of
Limitations, Automatic or Supplemental Stay, Etc. (a) All amounts due under this
Mortgage, the Note and the other Loan Documents shall be payable without setoff,
counterclaim or any deduction whatsoever. Mortgagor hereby waives the right to
assert a setoff, counterclaim or deduction in any action or proceeding in which
Mortgagee is a participant, or arising out of or in any way connected with this
Mortgage, the Note, any of the other Loan Documents, or the Debt.

                  (b) Mortgagor hereby expressly, irrevocably, and
unconditionally waives and releases, to the extent permitted by law (i) the
benefit of all appraisement, valuation, stay, extension, reinstatement and
redemption laws now or hereafter in force and all rights of marshalling, sale in
the inverse order of alienation, or any other right to direct in any manner the
order or sale of any of the Mortgaged Property in the event of any sale
hereunder of the Mortgaged Property or any part thereof or any interest therein;
(ii) any and all rights of redemption from sale under any order or decree of
foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of each and
every person acquiring any interest in or title to the Mortgaged Property
subsequent to the date of this Mortgage and on behalf of all persons to the
extent permitted by applicable law; (iii) all benefits that might accrue to
Mortgagor by virtue of any present or future law exempting the Mortgaged
Property from attachment, levy or sale on execution or providing for any
appraisement, valuation, stay of execution, exemption from civil process,
redemption, or extension of time for payment; and (iv) all notices of any Event
of Default except as expressly provided herein or of Trustee's exercise of any
right, remedy, or recourse provided for under the Loan Documents.

                  (c) To the extent permitted by applicable law, Mortgagee's
rights hereunder shall continue even to the extent that a suit for collection of
the Debt, or part thereof, is barred by a statute of limitations. Mortgagor
hereby expressly waives and releases to the fullest extent permitted by law, the
pleading of any statute of limitations as a defense to payment of the Debt.

                  (d) In the event of the filing of any voluntary or involuntary
petition under the U.S. Bankruptcy Code (the "Bankruptcy Code") by or against
Mortgagor (other than an involuntary petition filed by or joined in by
Mortgagee), Mortgagor shall not assert, or request any other party to assert,
that the automatic stay under ss. 362 of the Bankruptcy Code shall operate or be
interpreted to stay, interdict, condition, reduce or inhibit the ability of
Mortgagee to enforce any rights it has by virtue of this Mortgage. The waivers
contained in this section are a material inducement to Mortgagee's willingness
to enter into this Mortgage and Mortgagor acknowledges and agrees that no
grounds exist for equitable relief which would bar, delay or impede the exercise
by Mortgagee of Mortgagee's rights and remedies against Mortgagor.

         29. Contest of Certain Claims. Notwithstanding any other provisions
hereof, Mortgagor shall not be in default for failure to pay or discharge Taxes,
Other Charges or mechanic's or materialman's liens asserted against the
Mortgaged Property if, and so long as, (a) Mortgagor shall have notified
Mortgagee of same within five (5) days of obtaining knowledge thereof; (b)
Mortgagor shall diligently and in good faith contest the same by appropriate
legal proceedings which shall operate to prevent the enforcement or collection
of the same and the sale of the Mortgaged Property or any part thereof, to
satisfy the same; (c) Mortgagor shall have furnished to Mortgagee a cash
deposit, or an indemnity bond satisfactory to Mortgagee with a surety
satisfactory to Mortgagee, in the amount of the Taxes, Other Charges or
mechanic's or materialman's lien claim, plus a reasonable additional sum to pay
all costs, interest and penalties that may be imposed or incurred in connection
therewith, to assure payment of the matters under contest and to prevent any
sale or forfeiture of the Mortgaged Property or any part thereof; (d) Mortgagor
shall promptly upon final determination thereof pay the amount of any such
Taxes, Other Charges or claim so determined, together with all costs, interest
and penalties which may be payable in connection therewith; (e) the failure to
pay the Taxes, Other Charges or mechanic's or materialman's lien claim does not
constitute a default under any other deed of trust, mortgage or security
interest covering or affecting any part of the Mortgaged Property; and (f)
notwithstanding the foregoing, Mortgagor shall immediately upon request of
Mortgagee pay (and if Mortgagor shall fail so to do, Mortgagee may, but shall
not be required to, pay or cause to be discharged or bonded against) any such
Taxes, Other Charges or claim notwithstanding such contest, if in the opinion of
Mortgagee, the Mortgaged Property or any part thereof or interest therein may be
in danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Mortgagee may pay over any such cash deposit or part thereof to the claimant
entitled thereto at any time when, in the judgment of Mortgagee, the entitlement
of such claimant is established.

         30. Recovery of Sums Required to Be Paid. Mortgagee shall have the
right from time to time to take action to recover any sum or sums which
constitute a part of the Debt as the same become due, without regard to whether
or not the balance of the Debt shall be due, and without prejudice to the right
of Mortgagee thereafter to bring an action of foreclosure, or any other action,
for a default or defaults by Mortgagor existing at the time such earlier action
was commenced.

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

                  (b) Notwithstanding any provisions set forth herein or in any
other document regarding Mortgagee's approval of alterations of the Mortgaged
Property, Mortgagor shall not alter the Mortgaged Property in any manner which
would increase Mortgagor's responsibilities for compliance with the applicable
Access Laws without the prior written approval of Mortgagee. The foregoing shall
apply to tenant improvements constructed by Mortgagor or by any of its tenants.
Mortgagee may condition any such approval upon receipt of a certificate from an
architect, engineer, or other person acceptable to Mortgagee of compliance with
Access Laws.

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

         32. Indemnification; Limitation of Liability. (a) Unless caused solely
by an Indemnified Party's gross negligence or willful misconduct AND REGARDLESS
OF WHETHER CAUSED BY AN INDEMNIFIED PARTY'S ORDINARY NEGLIGENCE, Mortgagor shall
protect, defend, indemnify and save harmless the Indemnified Parties from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including without limitation reasonable attorneys'
fees and expenses), imposed upon or incurred by or asserted against any
Indemnified Party by reason of (i) ownership of the Mortgage, the Mortgaged
Property or any interest therein or receipt of any rents; (ii) any accident,
injury to or death of persons or loss of or damage to property occurring in, on
or about the Mortgaged Property or any part thereof or on the adjoining
sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;
(iii) any use, nonuse or condition in, on or about the Mortgaged Property or any
part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (iv) performance of any labor or services or the
furnishing of any materials or other property in respect of the Mortgaged
Property or any part thereof; (v) any actions taken by any Indemnified Party in
the enforcement of this Mortgage and the other Loan Documents; (vi) any failure
to act on the part of any Indemnified Party hereunder; (vii) the payment or
nonpayment of any brokerage commissions to any party hired by Mortgagor in
connection with the transaction contemplated hereby; and (viii) the failure of
Mortgagor to file timely with the Internal Revenue Service an accurate Form
1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter
Exchange Transactions, which may be required in connection with this Mortgage,
or to supply a copy thereof in a timely fashion to the recipient of the proceeds
of the transaction in connection with which this Mortgage is made. Any amounts
payable to an Indemnified Party by reason of the application of this section
shall become immediately due and payable and shall bear interest at the Default
Rate from the date loss or damage is sustained by such Indemnified Party until
paid.

                  (b) Neither Mortgagee, nor any affiliate, officer, director,
employee, attorney, or agent of Mortgagee, shall have any liability with respect
to, and Mortgagor hereby waives, releases, and agrees not to sue any of them
upon, any claim for any special, indirect, incidental, or consequential damages
suffered or incurred by Mortgagor in connection with, arising out of, or in any
way related to, this Mortgage or any of the other Loan Documents, or any of the
transactions contemplated by this Mortgage or any of the other Loan Documents,
other than the gross negligence or willful misconduct of a Mortgagee. Mortgagor
hereby waives, releases, and agrees not to sue Mortgagee or any of Mortgagee's
affiliates, officers, directors, employees, attorneys, or agents for punitive
damages in respect of any claim in connection with, arising out of, or in any
way related to, this Mortgage or any of the other Loan Documents, or any of the
transactions contemplated by this Mortgage or any of the transactions
contemplated hereby except to the extent same is caused by the gross negligence
or willful misconduct of Mortgagee.

         33. Limitation on Recourse. Mortgagor's obligations hereunder and under
the Loan Documents are subject to those certain limitations on recourse set
forth in Section 12 of the Note.

         34. Notices. Any notice, demand, statement, request or consent made
hereunder shall be in writing, addressed to the address, as set forth above, of
the party to whom such notice is to be given, or to such other address as
Mortgagor or Mortgagee, as the case may be, shall designate in writing, and
shall be deemed to be received by the addressee on (a) the day such notice is
personally delivered to such addressee, (b) the third (3rd) day following the
day such notice is deposited with the United States postal service first class
certified mail, return receipt requested, (c) the day following the day on which
such notice is delivered to a nationally recognized overnight courier delivery
service, or (d) the day facsimile transmission is confirmed after transmission
of such notice by telecopy to such telecopier number as Mortgagor or Mortgagee,
as the case may be, shall have previously designated in writing.

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

         36. ERISA. (a) As of the date hereof and throughout the term of the
Loan, Mortgagor represents and covenants that (i) it is not and will not be an
"employee benefit plan" as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I
of ERISA, and (ii) the assets of Mortgagor do not and will not constitute "plan
assets" of one or more such plans for purposes of Title I of ERISA.

                  (b) As of the date hereof and throughout the term of the Loan,
Mortgagor represents and covenants that (i) it is not and will not be a
"governmental plan" within the meaning of Section 3(3) of ERISA, and (ii)
transactions by or with Mortgagor are not and will not be subject to state
statutes applicable to Mortgagor regulating investments of and fiduciary
obligations with respect to governmental plans.

                  (c) As of the date hereof and throughout the term of the Loan,
Mortgagor represents and covenants that (i) it is not and will not be subject to
state statutes regulating investments and fiduciary obligations with respect to
governmental plans, and (ii) one or more of the following circumstances is and
will continue through the term of the Loan to be true:

                           (A) Equity interests in Mortgagor are publicly
                  offered securities, within the meaning of 29 C.F.R. ss.
                  2510.3-101(b)(2);

                           (B) Less than twenty-five percent (25%) of each
                  outstanding class of equity interests in Mortgagor are held by
                  "benefit plan investors" within the meaning of 29 C.F.R. ss.
                  2510.3-101(f)(2); or

                           (C) Mortgagor qualifies as an "operating company" or
                  a "real estate operating company" within the meaning of 29
                  C.F.R. ss. 2510.3-101(c) or (e), or an investment company
                  registered under The Investment Company Act of 1940.

         37. Waiver of Notice. Mortgagor shall not be entitled to any notices of
any nature whatsoever from Mortgagee except with respect to matters for which
this Mortgage specifically and expressly provides for the giving of notice by
Mortgagee to Mortgagor and except with respect to matters for which Mortgagee is
required by applicable law to give notice, and Mortgagor hereby expressly waives
the right to receive any notice from Mortgagee with respect to any matter for
which this Mortgage does not specifically and expressly provide for the giving
of notice by Mortgagee to Mortgagor.

         38. Remedies of Mortgagor. In the event that a claim or adjudication is
made that Mortgagee has acted unreasonably or unreasonably delayed acting in any
case where by law or under the Note, this Mortgage or the other Loan Documents,
it has an obligation to act reasonably or promptly, Mortgagee shall not be
liable for any monetary damages, and Mortgagor's remedies shall be limited to
injunctive relief or declaratory judgment.

         39. Sole Discretion of Mortgagee. Whenever pursuant to this Mortgage or
the other Loan Documents, Mortgagee exercises any right given to it to consent,
approve or disapprove, or any arrangement or term is to be satisfactory to
Mortgagee, the decision of Mortgagee to consent, approve or disapprove, or to
decide that arrangements or terms are satisfactory or not satisfactory shall be
in the sole discretion of Mortgagee and shall be final and conclusive, except as
may be otherwise expressly and specifically provided herein. Notwithstanding
anything to the contrary contained herein, it shall be understood and agreed
that any such consent, approval, or disapproval may be conditioned, among other
things, upon Mortgagee obtaining confirmation by the Rating Agencies that the
action or other matter subject to Mortgagee's consent, approval, or disapproval
shall not adversely affect the rating of any securities issued or to be issued
in connection with any Secondary Market Transaction, notwithstanding that such
condition may not be expressly set forth in the provision or provisions of the
Loan Documents which require that Mortgagee's consent be obtained.

         40. Non-Waiver. The failure of Mortgagee to insist upon strict
performance of any term hereof shall not be deemed to be a waiver of any term of
this Mortgage. Mortgagor shall not be relieved of Mortgagor's obligations
hereunder by reason of (a) the failure of Mortgagee to comply with any request
of Mortgagor or Affiliate to take any action to foreclose this Mortgage or
otherwise enforce any of the provisions hereof or of the Note or other Loan
Documents, (b) the release, regardless of consideration, of the whole or any
part of the Mortgaged Property, or of any person liable for the Debt or any
portion thereof, or (c) any agreement or stipulation by Mortgagee extending the
time of payment or otherwise modifying or supplementing the terms of the Note,
this Mortgage, or the other Loan Documents. Mortgagee may resort for the payment
of the Debt to any other security held by Mortgagee in such order and manner as
Mortgagee, in its discretion, may elect. Mortgagee may take action to recover
the Debt, or any portion thereof, or to enforce any covenant hereof without
prejudice to the right of Mortgagee thereafter to foreclosure this Mortgage. The
rights and remedies of Mortgagee under this Mortgage shall be separate, distinct
and cumulative and none shall be given effect to the exclusion of the others. No
act of Mortgagee shall be construed as an election to proceed under any one
provision herein to the exclusion of any other provision. Mortgagee shall not be
limited exclusively to the rights and remedies herein stated but shall be
entitled to every right and remedy now or hereafter afforded at law or in
equity.

         41. Liability. If Mortgagor consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. Subject to the provisions hereof requiring Mortgagee's consent to any
transfer of the Mortgaged Property, this Mortgage shall be binding upon and
inure to the benefit of Mortgagor and Mortgagee and their respective successors
and assigns forever.

         42. Inapplicable Provisions. If any term, covenant or condition of this
Mortgage is held to be invalid, illegal or unenforceable in any respect, this
Mortgage shall be construed without such provision.

         43. Headings, Etc. The headings and captions of various sections of
this Mortgage are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

         44. Counterparts. This Mortgage may be executed in any number of
counterparts each of which shall be deemed to be an original but all of which
when taken together shall constitute one agreement.

         45. Definitions. Unless the context clearly indicates a contrary intent
or unless otherwise specifically provided herein, words used in this Mortgage
may be used interchangeably in singular or plural form and the word "Mortgagor"
shall mean "each Mortgagor and any subsequent owner or owners of the Mortgaged
Property or any part thereof or any interest therein," the word "Mortgagee"
shall mean "Mortgagee and any subsequent holder of the Note," the word "Debt"
shall mean "the Note and any other evidence of indebtedness secured by this
Mortgage," the word "person" shall include an individual, corporation,
partnership, trust, unincorporated association, government, governmental
authority, and any other entity, and the words "Mortgaged Property" shall
include any portion of the Mortgaged Property and any interest therein and the
words "attorneys' fees" shall include any and all attorneys' fees, paralegal and
law clerk fees, including, but not limited to, fees at the pre-trial, trial and
appellate levels incurred or paid by Mortgagee in protecting its interest in the
Mortgaged Property and Collateral and enforcing its rights hereunder. Whenever
the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural and vice versa.

         46. Homestead. Mortgagor hereby waives and renounces all homestead and
exemption rights provided by the constitution and the laws of the United States
and of any state, in and to the Premises as against the collection of the Debt,
or any part hereof.

         47. Assignments. Mortgagee shall have the right to assign or transfer
its rights under this Mortgage and the other Loan Documents without limitation,
including, without limitation, the right to assign or transfer its rights to a
servicing agent. Any assignee or transferee shall be entitled to all the
benefits afforded Mortgagee under this Mortgage and the other Loan Documents.

         48. Survival of Obligations; Survival of Warranties and
Representations. Each and all of the covenants, obligations, representations and
warranties of Mortgagor shall survive the execution and delivery of the Loan
Documents and the transfer or assignment of this Mortgage (including, without
limitation, any transfer of the Mortgage by Mortgagee of any of its rights,
title and interest in and to the Mortgaged Property to any party, whether or not
affiliated with Mortgagee), and shall also survive the entry of a judgment of
foreclosure, sale of the Mortgaged Property by non-judicial foreclosure or deed
in lieu of foreclosure and satisfaction of the Debt.

         49. Covenants Running with the Land. All covenants, conditions,
warranties, representations and other obligations contained in this Mortgage and
the other Loan Documents are intended by Mortgagor, Mortgagee and Trustee to be,
and shall be construed as, covenants running with the Mortgaged Property until
the lien of this Mortgage has been fully released by Mortgagee.

         50. Governing Law; Jurisdiction. THIS MORTGAGE AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED (WITHOUT REGARD TO ANY CONFLICT
OF LAWS PRINCIPLES) AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
MORTGAGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF
COMPETENT JURISDICTION LOCATED IN THE STATE IN WHICH THE MORTGAGED PROPERTY IS
LOCATED IN CONNECTION WITH ANY PROCEEDING OUT OF OR RELATING TO THIS MORTGAGE.

         51. Time. Time is of the essence in this Mortgage and the other Loan
Documents.

         52. No Third-Party Beneficiaries. The provisions of this Mortgage and
the other Loan Documents are for the benefit of Mortgagor, Mortgagee and Trustee
and shall not inure to the benefit of any third party (other than any successor
or assignee of either Trustee or Mortgagee). This Mortgage and the other Loan
Documents shall not be construed as creating any rights, claims or causes of
action against Mortgagee or any of its officers, directors, agents or employees
in favor of any party other than Mortgagor including but not limited to any
claims to any sums held in the Tax and Insurance Escrow Fund or the Replacement
Reserve Fund.

         53. Relationship of Parties. The relationship of Mortgagee and
Mortgagor is solely that of debtor and creditor, and Mortgagee has no fiduciary
or other special relationship with Mortgagor, and no term or condition of any of
the Loan Documents shall be construed to be other than that of debtor and
creditor. Mortgagor represents and acknowledges that the Loan Documents do not
provide for any shared appreciation rights or other equity participation
interest.

         54. Trustee Provisions. In the event that this Mortgage operates as a
mortgage, the provisions of this Mortgage which pertain to "Trustee" shall be of
no force or effect.

         55. Investigations. Any and all representations, warranties, covenants
and agreements made in this Mortgage (and/or in other Loan Documents) shall
survive any investigation or inspection made by or on behalf of Mortgagee.

         56. Assignment of Leases and Rents. (a) Mortgagor acknowledges and
confirms that it has executed and delivered to Mortgagee an Assignment of Leases
and Rents of even date (as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the "Assignment of Leases and Rents"),
intending that such instrument create a present, absolute assignment to
Mortgagee of the Leases and Rents. Without limiting the intended benefits or the
remedies provided under the Assignment of Leases and Rents, Mortgagor hereby
assigns to Mortgagee, as further security for the Debt and the Obligations, the
Leases and Rents. While any Event of Default exists, Mortgagee shall be entitled
to exercise any or all of the remedies provided in the Assignment of Leases and
Rents and in Section 24 hereof, including, without limitation, the right to have
a receiver appointed. If any conflict or inconsistency exists between the
assignment of the Leases and the Rents in this Mortgage and the absolute
assignment of the Leases and the Rents in the Assignment of Leases and Rents,
the terms of the Assignment of Leases and Rents shall control.

                  (b) So long as any part of the Debt and the Obligations
secured hereby remain unpaid and undischarged, the fee and leasehold estates to
the Mortgaged Property shall not merge, but shall remain separate and distinct,
notwithstanding the union of such estates either in Mortgagor, Mortgagee, any
lessee or any third party by purchase or otherwise.

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

         58. Expenses and Attorneys' Fees. Mortgagor agrees to promptly pay all
reasonable fees, costs and expenses incurred by Mortgagee (excluding overhead)
in connection with any matters contemplated by or arising out of this Mortgage
and the Loan Documents (other than a Secondary Market Transaction), including
the following, and all such fees, costs and expenses shall be part of the Debt,
payable on demand: (a) reasonable fees, costs and expenses (including reasonable
attorneys' fees, and other professionals retained by Mortgagee) incurred in
connection with the examination, review, due diligence investigation,
documentation and closing of the financing arrangements evidenced by the Loan
Documents; (b) reasonable fees, costs and expenses (including reasonable
attorneys' fees and other professionals retained by Mortgagee) incurred in
connection with the administration of the Loan Documents and the loan and any
amendments, modifications and waivers relating thereto; (c) reasonable fees,
costs and expenses (including reasonable attorneys' fees) incurred in connection
with the review, documentation, negotiation, closing and administration of any
subordination or intercreditor agreements; and (d) reasonable fees, costs and
expenses (including attorneys' fees and fees of other professionals retained by
Mortgagee) incurred in any action to enforce this Mortgage or the other Loan
Documents or to collect any payments due from Mortgagor under this Mortgage, the
Note or any other Loan Document or incurred in connection with any refinancing
or restructuring of the credit arrangements provided under this Mortgage,
whether in the nature of a "workout" or in connection with any insolvency or
bankruptcy proceedings or otherwise.

         59. Amendments and Waivers. Except as otherwise provided herein, no
amendment, modification, termination or waiver of any provision of this
Mortgage, the Note or any other Loan Document, or consent to any departure
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Mortgagee and any other party to be charged. Each amendment,
modification, termination or waiver shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on Mortgagor in any case shall entitle Mortgagor to any other or further
notice or demand in similar or other circumstances.

         60. Sophisticated Parties; Reasonable Terms. Mortgagor represents,
warrants and acknowledges that (a) Mortgagor is a sophisticated real estate
investor, familiar with transactions of this kind, and (b) Mortgagor has entered
into this Mortgage and the other Loan Documents after conducting its own
assessment of the alternatives available to it in the market, and after lengthy
negotiations in which it has been represented by legal counsel of its choice.
Mortgagor also acknowledges and agrees that the rights of Mortgagee under this
Mortgage and the other Loan Documents are reasonable and appropriate, taking
into consideration all of the facts and circumstances including without
limitation the quantity of the loan secured by this Mortgage, the nature of the
Mortgaged Property, and the risks incurred by Mortgagee in this transaction.

         61. Servicer. Mortgagee shall have the right at any time throughout the
term of the loan to designate a loan servicer to administer this Mortgage and
the other Loan Documents. All of Mortgagee's rights under this Mortgage and the
Loan Documents may be exercised by any such servicer designated by Mortgagee.
Any such servicer shall be entitled to the benefit of all obligations of
Mortgagor in favor of Mortgagee.

         62. No Duty. All loan servicers, attorneys, accountants, appraisers,
and other professionals and consultants retained by Mortgagee or any such loan
servicers shall have the right to act exclusively in the interest of Mortgagee
and shall have no duty of disclosure, duty of loyalty, duty of care, or other
duty or obligation of any type or nature whatsoever to Mortgagor or any
Affiliate.

         63. Special Indiana Provisions.

                 (a) Maturity Date. The Note has a final maturity date of no
later than November 11, 2015.

                 (b) No Waiver. Nothing in this Instrument is intended to
constitute a waiver of either party's rights under Indiana Code Annotated
ss.32-29-7-5.

         64. Release of Cross Default. Notwithstanding anything to the contrary
set forth in this Mortgage, Mortgagor shall have the right (which shall be
Mortgagor's sole such right) to cause this Mortgage to no longer secure the Note
in connection with the sale of the Mortgaged Property, conditioned upon the
satisfaction of each of the following conditions:

                           (i) No Event of Default shall have occurred that
                  remains uncured or unwaived hereunder or under any other
                  Crossed Mortgage;

                           (ii) Mortgagor shall defease the loan in an amount
                  equal to one hundred twenty five percent (125%) of the
                  Allocated Amount (as defined in the Note), in accordance with
                  the procedure established in Section 5(j) of the Note;

                           (iii) Immediately prior to the time of the release of
                  the Mortgaged Property from the lien of this Mortgage, the
                  aggregate debt service coverage ratio for the Loan, exclusive
                  of the Mortgaged Property, as determined by Mortgagee in
                  connection with its customary underwriting practices and
                  procedures based on the trailing twelve (12) month period,
                  shall be not less than the debt service coverage ratio for the
                  Loan as determined by Mortgagee as of the date hereof;

                           (iv) The aggregate loan to value ratio for the Loan,
                  exclusive of the Mortgaged Property, as determined by
                  Mortgagee in connection with its customary underwriting
                  practices and procedures, at the time of the contemplated
                  release, is no greater than seventy-five percent (75%);

                           (v) Mortgagor shall have paid or reimbursed Mortgagee
                  for all of its actual out of pocket costs and expenses
                  including, without limitation, attorneys' fees and costs,
                  rating agency fees and costs and the costs of any appraisals
                  obtained by Mortgagee in connection with the determinations
                  required hereunder; and

                           (vi) Each property encumbered by a Crossed Mortgage
                  at the time of the contemplated release must be operating as a
                  "Comfort Inn", "Comfort Suites" or under such other flag as is
                  reasonably acceptable to Mortgagee.

         65.      Intentionally Deleted.

         66. Master Lease Provisions. (a) Master Tenant shall not assign or
pledge or otherwise encumber its interest in the Master Lease, directly,
indirectly, by operation of law or otherwise, without the Lender's prior written
consent. No Mortgagor shall amend, modify, alter, assign or terminate the Master
Lease without the prior written consent of Lender. Mortgagor shall timely
perform its obligations under the Master Lease. Mortgagor covenants and agrees
that Lender shall be and hereby is made an intended third party beneficiary of
the Master Lease. Notwithstanding the foregoing, any action (or inaction) by a
Trustor that constitutes an Event of Default under this Mortgage, although such
action (or inaction) is permitted under the terms of the Master Lease, shall
nevertheless constitute an Event of Default hereunder and shall not be deemed
waived by virtue of such action (or inaction) being permitted under the Master
Lease. Mortgagor agrees that the Master Lease shall automatically terminate upon
Lender's acquisition of the Property pursuant to the entry of a judgment of
foreclosure, sale of the Property by non-judicial foreclosure sale, or delivery
by Mortgagor of a deed in lieu of foreclosure. Mortgagor hereby acknowledges and
agrees that the Master Lease does not constitute a lien or other encumbrance
upon the Property (other than as a tenancy thereof subject to the terms and
provision hereof and of the other Loan Documents), notwithstanding that the
Master Lease or a memorandum thereof may be recorded.

                  (b) Subordination of Master Lease. Master Tenant hereby
irrevocably (i) subordinates the Master Leasehold Estate and Master Tenant's
rights, remedies and indemnities under the Master Lease to this Mortgage, the
other Loan Documents, the Debt and the other Obligations (unless Lender elects
in writing to make certain of Master Tenant's rights and interest in the Master
Lease superior to this Mortgage) and covenants and agrees not to assert,
collect, sue upon or otherwise enforce such rights, remedies and indemnities
while any portion of the Debt and other Obligations are outstanding, and (ii)
waives any and all Master Tenant's lien rights or security interests with
respect to the Property. Master Tenant covenants it will not subordinate the
Master Lease to any mortgage or trust deed or debt other than this Mortgage and
the Debt without the prior written consent of Lender.

                  (c) Lender Protections. The protection afforded to Lender
under this clause (c) are in addition to and not in lieu of the other provisions
of this Section 66 and this Mortgage and the other Loan Documents, and in no way
shall be construed as limiting the subordination of the Master Lease to this
Mortgage or the grant by the Master Tenant of the Master Leasehold Estate
hereunder and the other obligations of the Master Tenant hereunder and under the
other Loan Documents. Master Tenant agrees to give Lender written notice of any
material notice or claim of a breach of the Master Lease served upon Mortgagor
by Master Tenant. Master Tenant further agrees that if Mortgagor shall have
failed to cure any breach of the Master Lease within twenty (20) days after such
notice to Mortgagor (or if such breach cannot be cured or corrected within that
time, then such additional time as may be necessary if Mortgagor has commenced
within such twenty (20) days and is diligently pursuing the remedies or steps
necessary to cure or correct such breach), then Lender shall have an additional
thirty (30) days within which to cure or correct such breach (or if such breach
cannot be cured or corrected within that time, then such additional time as may
be necessary if Lender has commenced within such thirty (30) days and is
diligently pursuing the remedies or steps necessary to cure or correct such
breach, including the time necessary to obtain possession if possession is
necessary to cure or correct such breach). It is further agreed that (a) if this
Mortgage shall be foreclosed, (i) Lender (or its grantees) or purchaser at any
foreclosure sale (or grantee in a deed in lieu of foreclosure), as the case may
be, shall not be (x) liable for any act or omission of any prior Mortgagor
(including Mortgagor), (y) subject to any offsets or counterclaims which Master
Tenant may have against a prior Mortgagor (including Mortgagor), or (z) bound by
any prepayment of Rent which Master Tenant may have made in excess of the
amounts then due for the next succeeding month; (ii) the liability of the Lender
or the purchaser at such foreclosure sale or the liability of a subsequent owner
designated as Mortgagor under the Master Lease shall exist only so long as
Lender, purchaser or owner is the owner of the Premises, and such liability
shall not continue or survive after further transfer of ownership; (iii) upon
request of Lender, if this Mortgage shall be foreclosed, Master Tenant will
attorn, as Master Tenant under the Master Lease, to the purchaser at any
foreclosure sale under this Mortgage, and Master Tenant will execute such
instruments as may be necessary or appropriate to evidence such attornment.
Master Tenant agrees that, from time to time upon not less than ten (10) days'
prior request by Mortgagor or Lender, Master Tenant (or any permitted assignee,
sublessee, licensee, concessionaire or other occupant of the Premises claiming
by, through or under Master Tenant) will deliver to Mortgagor, or to Lender, a
statement in writing signed by Master Tenant certifying (i) that the Master
Lease is unmodified and in full force and effect (or if there have been
modifications, that the Master Lease as modified is in full force and effect and
identifying the modifications); (ii) the date upon which Master Tenant began
paying Rent and the dates to which the Rent and other charges have been paid;
(iii) that Mortgagor has not breached any provision of the Master Lease, or, if
breach exists, the nature thereof in detail; (iv) that the Premises have been
completed in accordance with the terms hereof and Master Tenant is in occupancy
and paying Rent on a current basis with no rental offsets or claims; (v) that
there has been no prepayment of Rent other than that provided for in the Master
Lease; (vi) that there are no actions, whether voluntary or otherwise, pending
against Master Tenant under the bankruptcy laws of the United States or any
state thereof; and (vii) such other matters as may be required by Mortgagor or
Lender.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>



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

                                 MORTGAGOR:

                                 SPPR-HOTELS, LLC,
                                   a Delaware limited liability company

                                 By:   SPPR Holdings, Inc., a Delaware
                                          corporation, its Manager

                                 By:   /s/ Donavon A. Heimes
                                 Name: Donavon A. Heimes
                                 Title:   Vice President/Treasurer



                                 MASTER TENANT:

                                 SPPR TRS SUBSIDIARY, LLC,
                                   a Delaware limited liability company

                                 By:   TRS Leasing, Inc., a Virginia
                                         corporation, its Manager

                                 By:   /s/ Donavon A. Heimes
                                 Name: Donavon A. Heimes
                                 Title:   Vice President/Treasurer

</TEXT>
</DOCUMENT>
